AGREEMENT

     This Joint Venture  Agreement is made  effective  this 9th day of December,
1997, by and between  Synergy  Business  Services,  Inc.,  ("Synergy"),  a Texas
corporation with offices at 2537 South Gessner, Suite 128, Houston, TX 77063 and
PartnerCare,  Inc. ("PCI"),  a New York  corporation,  with offices at 111 Great
Neck Road, Suite 604, Great Neck 11021.

     WHEREAS,  Synergy is in the  business  of  consulting  in the health  field
regarding managed care revenue enhancement and other similar allied enterprises,
and

     WHEREAS, Synergy provides consultation services in the healthcare industry,
and

     WHEREAS, PCI is desirous of obtaining the services of Synergy on a private
label basis, and Synergy is desirous is performing its services for PCI, and

     WHEREAS, Synergy, in furtherance of its obligations,  pursuant to the terms
of this  Agreement  will seek to assist PCI to provide its services for accounts
which will become exclusive accounts of PCI for PCI's services or products.

                                    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,  Synergy  agrees to
provide its services for PCI as follows:

1. Services Provided By Synergy

a.   Review Hospital agreements with payors and managed care companies to assess
     performance requirements.

b.   Review Hospital claims to ensure that anticipated  revenues on those claims
     reviewed are actually  being  generated  pursuant to the agreement with the
     payor.

c.   Conduct  claims audits to determine  whether  Hospita's  reimbursement  is
     consistent  with its  billing and in  accordance  with its  agreement  with
     payors.

d.   Identify  and  recover  charges  subsequent  to  the  presentation  of  the
     Hospital's final bill to the payor, as well as review previously  submitted
     claims.

e.   Negotiate any and all  settlements.  Hospital  shall only have the right to
     approve  or  disapprove  of  the  settlement  amount,   which  approval  or
     disapproval shall not be unreasonably withheld.

f.   Be responsible for all payor communications,  correspondences and follow-up
     pertaining  to the  collection of all monies owed to  PartnerCare  hospital
     clients.

g.   PCI shall  provide  Synergy with an "800"  toll-free  number which shall be
     noted on all billing and  collection  documents.  Synergy  personnel  shall
     respond  to  the  "800"  number  and  respond  to all  communications  as a
     representative of PCI.

h.   Synergy  shall not bill  patients  directly,  unless  written  approval  is
     obtained by PCI.

     i.   Since  Synergy will be private  labeled,  all  communication  with PCI
          clients  and  hospital  payors  shall  not  reference   Synergy.   PCI
          letterheads,  stationary  and name shall always be  referenced  as the
          company providing services pursuant to the contracts with its hospital
          clients.

2. Compensation.

     PCI shall compensate Synergy for the Services provided as follows:

     A.   Synergy shall be entitled to seventeen  and a half (17.5%)  percent of
          the cash  received by PCI for services  provided.  Payments to Synergy
          shall be made on the  10th of each  month  following  the  month  that
          cleared funds have been received by PCI. PCI shall be  responsible  to
          make payments to Synergy as called for in this Agreement.
 
     B.   All billing to Hospital's Payors and to patients shall identify PCI as
          the billing  agent for Hospital and shall  utilize a designated PO Box
          address  for  purposes  of payment to reduce the  clerical  demands on
          Hospital's  personnel.  All payments received by PCI shall be retained
          in a lock-box  account.  PCI will post all payments  promptly so as to
          eliminate, wherever possible,  unnecessary re-billing and follow-up on
          claims  previously  paid.  PCI shall  also  report  payments  directly
          received to the Hospital via facsimile on a monthly basis.

3. Term of Agreement:

     A.   This  Agreement  shall have an initial term of twelve (12) months from
          the date hereof.

     B.   Despite   anything  to  the  contrary   contained  in  this  Agreement
          hereunder,  PCI may terminate  this  Agreement if any of the following
          events occur.

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

          2.   Breach of Synergy's  Duties.  PCI can terminate this Agreement in
               its sole judgment.

          3.   Notice of Breach: Any party claimed to have breached or defaulted
               under this Agreement  shall be notified of such breach or default
               in writing by certified mail,  return receipt  requested,  at the
               address  listed  below,  and shall have thirty (30) days from the
               date of receipt of such notice to cure such breach.

     C.   Post  Termination  payments to Synergy.  Payments due to Synergy shall
          continue as long as PCI receives cash based on this Agreement in which
          Synergy has performed work on PCI clients.

5. Nondisclosure of Confidential Information.

     In  consideration  of each party entering into this  Agreement,  each party
agrees that the following items used in their respective  businesses are secret,
confidential,  unique and valuable,  were  developed by each party at great cost
and over a long  period of time,  and  disclosure  of any of the items to anyone
other than each party's officers, agents, or authorized employees will cause the
other party irreparable injury;

     A.   Non-public  financial  information and other  information,  accounting
          information,  plans of operations,  possible  mergers or  acquisitions
          prior to the public announcement;

     B.   Customer lists, call lists, and other confidential customer data;

     C.   Memoranda,  notes  and  records  concerning  the  technical  processes
          conducted by Synergy; and

     D.   Sketches,   plans  drawings,   and  other  confidential  research  and
          development data.

     E.   Any other data, lists,  processes,  etc. that are shared in confidence
          between the parties.

     F.   All client work  products  that are  developed  and used by Snyergy in
          order to perform  services for PCI  accounts  shall be the property of
          PCI. Such work should enable PCI to follow-up on its clients claims in
          the event of a default or expiration of this agreement.

6. Best Efforts Basis.

     Synergy agrees that it will at all times  faithfully and to the best of its
experience,  ability and talents, perform all the duties that may be required of
and from  Synergy,  pursuant to the terms of this  Agreement.  Synergy  does not
guarantee  that its efforts  will have any impact on PCI's  business or that any
subsequent financial improvement will result from Synergy's efforts.

7. Place of Services.

     Services  contemplated  to be  performed  by Synergy or its agents  will be
performed through Synergy's offices and at hospitals designated by PCI.

8. Exclusive Services.

     a.   Synergy  acknowledges  that the services provided under this Agreement
          are exclusive in nature for the hospitals contracting with PCI.

     b.   Synergy  and PCI shall  enter into a  non-circumvention/non-disclosure
          agreement attached hereto and made a part hereof.

9. All Prior Agreements Terminated.

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

10. Representations and Warranties of PCI.

         PCI hereby represents and warrants to Synergy that:

     A.   Corporate  Existence.  PCI 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.   Authority.  This Agreement  constitutes a valid and binding obligation
          of the PCI.

     C.   No  Conflict.  This  Agreement  has been duly  executed by PCI 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 PCI is a party or to
          which  PCI  is  subject,  nor  will  such  execution  and  performance
          constitute a violation or conflict of any fiduciary  duty to which PCI
          is subject.

11. Representations and Warranties of Synergy.

     Synergy hereby represents and warrants as follows:

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

     B.   Authority.  This Agreement  constitutes a valid and binding obligation
          of Synergy.

     C.   Prior Experience. Synergy has extensive experience in the areas of the
          services it is to perform  hereunder  and has  performed  the services
          contemplated by this Agreement for the benefit of other companies.

     D.   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 Synergy,  or in  connection
          with the transaction  contemplated  hereby,  contains or contained any
          untrue statement of material fact to the best of Synergy's knowledge.

     E.   Inside  Information  Securities Laws Violations.  In the course of the
          performance  of his duties,  Synergy may become  aware of  information
          which may considered  "inside  information"  within the meaning of the
          Federal Securities Laws, Rules and Regulations.  Synergy  acknowledges
          that its use of such  information  to purchase or sell  securities  of
          PCI's parent company,  Juniper Group,  Inc. or its  affiliates,  or to
          transmit such information to any other party with a view to buy, sell,
          or otherwise deal in PCI's securities,  is prohibited by law and would
          constitute  a  breach  of  this  Agreement  and   notwithstanding  the
          provisions of this Agreement.

     F.   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
          Synergy  or any  individual  or  entity  which  Synergy  controls,  is
          controlled by, or is under common control with,  which  adversely,  or
          might adversely,  effect Synergy's ability to provide the services set
          forth herein.

     Synergy'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
judgment,  order,  injunction,  decree or  ruling  of any court or  governmental
authority, whether federal, state, local or foreign.

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

     G.   Subsequent Events.  Synergy will notify PCI if, subsequent to the date
          hereof,  either party incurs  obligations  which could  compromise its
          efforts and obligations under this Agreement.

12. Miscellaneous.

     A.   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.

     B.   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.

     C.   Dispute  Resolution.  Any  controversy  or  claim  arising  out  of or
          relating to this Agreement,  or the breach hereof, shall be settled by
          binding  arbitration  to be held in New York,  New York, in accordance
          with the  Commercial  Arbitration  Rules of the  American  Arbitration
          Association,  currently in effect.  The costs of which shall be shared
          equally by both parties.  Any Arbitration award can be enforced in the
          Courts of New York.

     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 Synergy to:
 
                           SYNERGY
                           2537 South Gessner
                           Suite 128
                           Houston, TX   77063
                           Attn.:   Micheal J. Maher, Esq.
                                    President
                           (ii)     In the case of PCI to:

                           PARTNERCARE, INC.
                           111 Great Neck Road
                           Suite 604
                           Great Neck, NY  11021
                           Attn.:   Richard O. Vazquez
                                    President

     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,  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.

               (    i) PCI and Synergy 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.

               (ii) In  all   managed   care   revenue   enhancement   contracts
                    disseminated  after  December 1, 1997,  PCI will include the
                    following hospital  indemnification  clause:  Client agrees
                    that it will comply  with all  required  billing  compliance
                    procedures. Client agrees to maintain an effective fraud and
                    abuse  program  for its  billing  procedures.  Client  shall
                    remain  solely  responsible  for any coding  errors that may
                    occur.  Client agrees that all information  that PCI obtains
                    to provide  billing  services  to PCI solely from Client and
                    Client is  responsible  for its  accuracy.  Client agrees to
                    indemnify and hold PCI harmless from and against any and all
                    losses, claims, damages,  liabilities and obligations of any
                    kind and descriptions,  including any reasonable  attorney's
                    fees incurred by PCI in investigating, defending or settling
                    such  losses,  damages  and  obligations,   arising  out  of
                    Client's  errors in coding or any other errors in procedures
                    required  to properly  bill  charges and collect on accounts
                    and matters thereto.
 
               (iii)Approval or disapproval of Item ii by hospital  clients will
                    not constitiute a
                           breach of this Agreement.

          N.   No Third Party 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.

          P.   Accounting. PCI shall provide Synergy with a copy of all payments
               received into the lockbox on a monthly basis.

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



SYNERGY BUSINESS SERVICES                   PARTNERCARE, INC.


By: /s/ Michael L.Maher                  By:/s/ Vlado P. Hreljanovic
    -------------------                     ------------------------
    Michael L. Maher, Esq.                      Vlado P. Hreljanovic
    President                                   Chairman/CEO