CONSULTING AGREEMENT


     This Consulting  Agreement is made effective this 6th day of June, 1998, by
and between  Jeffrey Mann  ("Consultant"),  an  individual  with offices at 1929
Wingfield  Drive,   Longwood,  FL  32779,  and  JUNIPER  MEDICAL  SYSTEMS,  INC.
("Client"),  a New York  corporation,  with offices a:111 Great Neck Road, Suite
604, Great Neck 11021.


                                    PREMISES

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

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

C.   Client  desires to retain  Consultant  to  perform  these  services  and to
     compensate  Consultant for these services by issuing  Consultant options to
     purchase shares of the parent company,  Juniper Group,  Inc.'s  ("Juniper")
     common stock.

                                    AGREEMENT


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

         1.       Engagement of Consultant

          Client hereby retains Consultant to perform the following services:

               A.   The   acquisition   of   physician    practice    management
                    organizations  and the  development  and  implementation  of
                    ancillary healthcare services to such physician practices.

         2.       Compensation.

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

          (ii) Client shall pay  Consultant  monthly,  after the  Consultant has
               rendered the Consulting  Services for that month,  an irrevocable
               option to purchase up to twelve  thousand five hundred  ($12,500)
               dollars in value of Juniper's  Common Stock, par value $0.001 per
               share.  The number of shares issued in each monthly  option shall
               be determined  by dividing  $12,500 by the average 30 day trading
               price immediately  preceding the issuance of the option. The term
               of this option to purchase shares of Juniper's Common Stock shall
               be in full  force for a period of five (5) years from the date of
               this   Agreement.   If   termination   occurs  for  any   reason,
               Consultant's  option  remains  in  effect  through  last  date of
               service.
 
          B.   Consultant shall exercise options by delivering the option price,
               along  with the  executed  Investment  Letter  annexed  hereto as
               Exhibit A to Client. Consultant will release such funds to Client
               upon  execution of the  Investment  Letter and Juniper shall make
               delivery  of  Certificates  representing  the number of shares of
               common stock exercised.

          C.   The granting of the share purchase rights are being made pursuant
               to a  resolution  adopted by the Board of Directors of Juniper on
               even date herewith, which specified that Consultant is to receive
               the rights to purchase shares in the manner set forth herein.

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

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

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

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

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

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

         3.       Person Entitled to Exercise.

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

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

         5.       Termination of Agreement by the Client.

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

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

     B.   Breach of Consultant's Duties.  Client can terminate this Agreement if
          in the sole  judgment  of the Chief  Executive  Officer,  Consultant's
          actions or conduct  would make it  unreasonable  to require  Client to
          retain  Consultant.  Such  acts  include,  but  are  not  limited  to,
          dishonesty,  illegal activities,  activities harmful to the reputation
          of the  Client,  and or  activities  that  create  civil  or  criminal
          liability for the Client.

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

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

     E.   Merger on Consolidation. The merger or consolidation of Client.

6.       Restrictive Covenants: Non-Circumvention:

         6.1      Covenant of Nondisclosure of Confidential Information.

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

     (b)  Notwithstanding the foregoing,  either party may disclose confidential
          information  of the other party if required to do so by (i)  subpoena,
          which has not been quashed as provided in Paragraph 6.2(c); (ii) order
          of any court or  governmental  authority (from which no further appeal
          may be  taken  as  provided  in  Paragraph  6.2;  or  (iii)  if in the
          reasonable  opinion  of the  disclosing  party's  counsel,  failure or
          refusal to  disclose  the  confidential  information  would  result in
          criminal or civil penalties.

     (c)  The  disclosing  party shall,  prior to  disclosing  any  confidential
          information as set forth in Paragraph 6.2 (b),  afford the other party
          the  reasonable  opportunity  to (i) quash the subpoena or (ii) appeal
          the order,  requiring the disclosure of the confidential  information,
          as the case may be.

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

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

         8.       Client's Rights to Approve Transactions.

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

     9.   Client  Under  No  Duty  or  Obligation  to  Accept  or  Close  on any
          Transactions.
 
     It is mutually understood and agreed that Client is not obligated to accept
or close any promotional proposal, acquisition, or merger transactions submitted
by Consultant.

         10.      Costs and Expenses.

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

         11.      Work Stoppage or Early Termination.

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

         12.      Non-exclusive Services.

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

         13.      All Prior Agreements Terminated.

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

         14.      Representations and Warranties of Client.

         Client hereby represents and warrants to Consultant that:

     A.   Corporate  Existence.  Client  is a  corporation  duly  organized  and
          validly  existing,  under  the  laws of the  State of New  York,  with
          corporate power to own property and carry on its business as it is now
          being conducted
 
     B.   Financial  Statements.  Juniper  has or will  cause  to be  delivered,
          concurrent  with the execution of this  Agreement,  copies of the most
          recent Form 10-KSB, and all subsequent  10-QSBS,  which accurately set
          forth the financial  condition of Client as of the respective dates of
          such documents.

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

         15.      Representations and Warranties of Consultant.

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

     B.   Inside  Information  Securities Laws Violations.  In the course of the
          performance of his duties,  consultant may become aware of information
          which may considered  "inside  information"  within the meaning of the
          Federal   Securities   Laws,   Rules   and   Regulations.   Consultant
          acknowledges  that his use of such  information  to  purchase  or sell
          securities  of  client,  or  its  affiliates,   or  to  transmit  such
          information  to any other party with a view to buy, sell, or otherwise
          deal in Client's securities, is prohibited by law and would constitute
          a breach of this Agreement and  notwithstanding the provisions of this
          Agreement, will result in the immediate termination of the Options.

     C.   No Restrictions.  There is no pending or threatened suit,  action,  or
          legal,  administrative arbitration or other proceeding of claim by any
          governmental agency, whether federal, state, local or foreign, against
          the  Consultant  or any  individual  or entity  which  the  Consultant
          controls,  is controlled  by, or is under common  control with,  which
          adversely, or might adversely,  effect the (i) Consultant's ability to
          provide the services set forth herein; or (ii) the Company.

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

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

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

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

          (b)  Consultant  has had the  opportunity to ask questions and receive
               answers  concerning  the terms and conditions of the Shares to be
               issued hereby and reserved for issuance  pursuant hereto,  and to
               obtain any additional  information  which Client possesses or can
               acquire without  unreasonable effort or expense that is necessary
               to verify the accuracy of information furnished; and
 
          (c)  Consultant  has  been  furnished  with a copy of  Juniper's  most
               recent  Annual Report on Form 10-KSB and all reports or documents
               required to be filed under Sections 13(a),  14(a) and 15(d)of the
               Securities  and Exchange Act of 1933,  as amended,  including but
               not  limited  to,  quarterly  reports  on Form  10-QSB;  and,  in
               addition,  that  Consultant  has  been  furnished  with  a  brief
               description  of  Juniper's  capital  structure  and any  material
               changes in Juniper's  affairs that may not have been disclosed in
               the Disclosure Documents.

         16.      Consultant is Not an Agent or Employee.

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

         17.      Miscellaneous.

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

          B.   Amendment.  This Agreement may be amended or modified at any time
               and in any manner,  but only by an instrument in writing executed
               by the parties hereto.

          C.   Waiver.  All the rights and  remedies of either  party under this
               Agreement  are  cumulative  and are not  exclusive  of any  other
               rights and  remedies  provided by law. No delay or failure on the
               part of  either  party in the  exercise  of any  right or  remedy
               arising from a breach of this Agreement shall operate as a waiver
               of any  subsequent  right or  remedy  arising  from a  subsequent
               breach of this Agreement. The consent of any party where required
               hereunder  to any act or  occurrence  shall not be deemed to be a
               consent to any other act of occurrence.

         D.       Assignment:

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

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

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

                  ( i)     In the case of the Consultant to:
 
                           Jeffrey Mann
                           1929 Wingfield Drive
                           Longwood, FL   32779
 
                           Telephone: (407) 805-0315
                           Fax: (407) 977-8726
                  (ii)     In the case of Client to:

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

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

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

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

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

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

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

          J.   Attorney's Fees. If any action at law or in equity,  including an
               action for declaratory relief, is brought to enforce or interpret
               the provisions of this Agreement,  the prevailing  party shall be
               entitled to recover actual  attorney's fees from the other party.
               The  attorney's  fees may be ordered by the court in the trial of
               any action  described  in this  paragraph or may be enforced in a
               separate action brought for determining attorney's fees.

          K.   Mutual Cooperation.  The parties hereto shall cooperate with each
               other to achieve this purpose of this Agreement and shall execute
               such other and further  documents and take such other and further
               actions  as  may  be  necessary  or   convenient  to  effect  the
               transactions described herein.

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

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

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

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

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


CONSULTANT:


/s/ Jeffrey Mann
----------------
Jeffrey Mann


CLIENT:

JUNIPER MEDICAL SYSTEMS,  INC.


By:/s/ Vlado P. Hreljanovic
   -------------------------
    Vlado P.  Hreljanovic, Chairman of the Board, CEO & President