CONSULTING AGREEMENT


     This  agreement  is made as of this  24th  day of  November,  1998,  by and
between Juniper Group, Inc. with principal offices at 111 Great Neck Road. Suite
604, Great Neck, NY 11021 (the "Company") and Global Financial Group,  Inc. with
offices at 100 Washington Square, Suite 1319, Minneapolis,  Minnesota 55041 (the
"Consultant")

                                   WITNESSETH

WHEREAS,  the  Company  desires to retain  the  Consultant,  and the  Consultant
desires  to be  retained  by the  Company,  pursuant  to  terms  and  conditions
hereinafter set forth;

1.   Retention:   The  Company   hereby   retains  the   Consultant  to  perform
     non-exclusive  consulting  services related to corporate  finance and other
     matters,  and the  Consultant  hereby  accepts  such  retention  and  shall
     undertake  reasonable  efforts  to  perform  for  the  Company  the  duties
     described  herein.  In this  regard,  subject to  paragraph  8 hereof,  the
     Consultant  shall  devote such time and  attention  to the  business of the
     Company, as shall be determined by the Consultant, subject to the direction
     of the Chairman of the Company.

     (a)  The  Consultant  agrees,  to the  extent  reasonably  required  in the
          conduct of the business of the Company,  and at the Company's request,
          to place at the disposal of the Company its judgement  and  experience
          and  to  provide  business   development   services  to  the  Company,
          including, without limitation, the following:

          (i)  To  investigate  and provide  written due diligence  package on a
               minimum of two (2) merger and acquisition  candidates  previously
               identified to you by Company;

          (ii) The  Consultant  will  introduce  a  minimum  of 2  (two)  merger
               candidates per year for the next thirty (30) months,  and provide
               a written due diligence report on the target candidate;

          (iii)Over the next  ninety  (90) days the  Consultant  will  provide 2
               (two)  immediate  candidates  for  consideration  for  merger  or
               acquisition   and  provide  due  diligence   information  on  the
               candidates.

          (iv) Provide plan which will include  creating public awareness of the
               Company and providing  investor  relations support with regard to
               the Company's recent 50 to 1 reverse split within 60 days.

          (v)  Provide a plan and devise a strategy for possible  conversion  of
               the Company's preferred stock within 60 days.

               (b)  At the Consultant's  request,  the Company will provide "due
                    diligence"  packages to  registered  representatives  of the
                    Consultant and other brokerage firms.

               (c)  Nothing in this Agreement  shall impose any obligation  upon
                    on the Company to consummate  any  transactions  or to enter
                    into any discussions or negotiations with respect thereto.

     2.   Term:  The  Consultant's  retention  hereunder  shall be for a term of
          thirty (30) months, commencing on the date of this agreement.

     3.   Compensation:  The Company shall grant to the Consultant warrants (the
          "warrants")  to  purchase  an  aggregate  of  300,000  shares  of  the
          Company's  common stock (the "common stock")  exercisable at $0.05 per
          share.

          (a)  Vesting of the warrants shall be as follows:

          (i)  One-half  immediately  and  one-half  in 90 days from the date of
               this agreement. The warrants shall be exercisable for a period of
               three (3) years  from the date  hereof.  Said  warrants  shall be
               issued to Global  Financial  Group,  Inc. The  warrants  shall be
               assignable as directed in writing by Global Financial Group, Inc.
               offices  at  100  Washington  Square,  Suite  1319,  Minneapolis,
               Minnesota 55041.

          (ii) The  Company   shall  grant  to  the   Consultant   "piggy  back"
               registration  rights  to  include  the  shares  of  Common  Stock
               issuable  upon  exercise  of the  Warrants  in  any  registration
               statement  filed by the Company under the Securities Act of 1933,
               as amended,  except registration  statements on Form S-4 and Form
               S-8.

          (b)  The Consultant and/or its assignees shall receive a 10% aggregate
               fee for any funds it is directly  responsible for raising for the
               Company and a 3% aggregate  fee shall be paid for  Consultant  or
               its  assignees if  Consultant  or its  assignees act as placement
               agent and is so  designated  in writing by the  Company to act on
               the Company's  behalf in such transaction that leads to a funding
               consummated  by the Company.  In the event that the Consultant or
               its  assignees  introduces a  prospective  merger or  acquisition
               which  merger  or  acquisition  is  consummated  by the  Company,
               Consultant or its assignees shall be entitled to an aggregate fee
               of 3% of the purchase price of said merger or acquisition. No fee
               shall  be  paid  by  the  Company  for  any  funding,  merger  or
               acquisition in the event that the funding agent or target company
               were  solicited  directly  by the  Company  or in the  event  the
               funding agent of the target company solicited the Company without
               the direct intervention of the Consultant or its assignees.

     4.   Expenses:   The  Company   agrees  to  reimburse  the  Consultant  for
          reasonable  expenses incurred by the Consultant in connection with the
          services rendered hereunder. Any such expenses shall require the prior
          written approval of the Company.

     5.   Indemnification: The Company agrees to indemnify and hold harmless the
          Consultant and its  affiliates,  the respective  directors,  officers,
          partners,  agents  and  employees  and  each  other  person,  if  any,
          controlling the Consultant or any of its affiliates  (collectively the
          "Consultant Parties"),  from and against all losses, claims,  damages,
          liabilities  and  expenses  incurred  by  them  (including  reasonable
          attorney's fees and actual  disbursements) that result from the action
          taken or omitted to be taken (including any untrue  statements made or
          any  statements  omitted  to be made) by the  Company,  its  agents or
          employees. The Consultant will indemnify and hold harmless the Company
          and the respective  directors,  officers,  agents and employees of the
          Company (the "Company  Parties") from and against all losses,  claims,
          damages,  liabilities and expenses  (including  reasonable  attorney's
          fees and actual disbursements) that result from bad faith, negligence,
          misrepresentations,  omissions or unauthorized  representation  of the
          Consultant.  Each person or entity seeking  indemnification  hereunder
          shall  promptly  notify in  writing  the  Company  or  Consultant,  as
          applicable, who may become liable pursuant to this paragraph and shall
          not pay settle or acknowledge  liability  under any such claim without
          consent of the party liable for such  indemnification and shall permit
          the Company or the Consultant, as applicable, a reasonable opportunity
          to cure any  underlying  situation,  and or to mitigate  any actual or
          potential  damages.  The  scope of this  indemnification  between  the
          Consultant  and the Company  shall be limited to, and pertain only to,
          those certain  transactions  contemplated  or entered into pursuant to
          this agreement.

     The Company, or the Consultant,  as applicable,  shall have the opportunity
to defend any claim for which it may liable hereunder,  provided it notifies the
party claiming the right to  indemnification  within fifteen (15) days of notice
of the claim.

     The rights stated pursuant to the above two paragraphs shall be in addition
to any rights  that the  Consultant  or the  Company or any person  entitled  to
indemnification  have  under  common  law  or  otherwise,   including,   without
limitation, any right to contribution.

     6.   Status  of  Consultant:  The  Consultant  shall  be  deemed  to  be an
          independent contractor and, except as expressly provided or authorized
          in this Agreement, shall have no authority to act for or represent the
          Company.

     7.   Other  Activities  of  Consultant:  The  Company  recognizes  that the
          Consultant now renders and may continue to render financial consulting
          and other investment banking services to other companies which may not
          conduct  business or activities  similar to those of the Company.  The
          Consultant shall not be required to devote its full time and attention
          to the performance of its duties under this Agreement but shall devote
          only so much of its time and attention as it deems  necessary for such
          purposes in the  reasonable  exercise  of its  duties,  subject to the
          direction of the Chairman of the Company.

     8.   Control:  Nothing  contained  herein  shall be deemed to  require  the
          Company  to  take  any  action   contrary   to  its   certificate   of
          incorporation  or bylaws as each may be amended from time to time,  or
          any  applicable  statute or  regulation,  or to  deprive  its Board of
          Directors  of their  responsibility  for any control of the conduct to
          the affairs of the Company.

     9.   Notices:  Any notices  hereunder  shall be sent to the Company and the
          Consultant at their  respective  addresses above set forth. Any notice
          shall be given by registered  or certified  mail,  postage  paid,  and
          shall be deemed to have been given when deposited in the United States
          mail. Either party may designate any other address to which, or manner
          in which, notice shall be given, by giving written notice to the other
          of such change of address in the manner herein provided.

     10.  Governing  Law: This  agreement has been made in the State of New York
          and  shall be  construed  and  governed  in  accordance  with the laws
          thereof without regard to conflict of laws.

     11.  Termination:  The Company may terminate this Agreement upon Sixty (60)
          days notice to the  Consultant  for breach,  without  having same been
          cured by the Consultant within five (5) business days.

     12.  Entire Agreement: This agreement contains the entire agreement between
          the  parties,  may not be altered or  modified,  except in writing and
          signed by the party to be charged  thereby and  supersedes any and all
          previous agreements between the parties.

     13.  Binding  Effects:  This  agreement  shall be binding  upon the parties
          hereto and their respective  heirs,  administrators,  successors,  and
          assignees;  provided, however, that this agreement, and the rights and
          obligations  hereunder,  may not be  assigned by either  party  hereto
          without the prior written consent of the other party.

     14.  Counterparts:   This   agreement  may  be  executed  in  two  or  more
          counterparts,  each of which shall be deemed to be an original but all
          of which shall constitute one and the same agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year above written.


By: Global Financial Group, Inc.

       /s/ Kevin S. Miller, President
      -------------------------------

By:   Juniper Group, Inc.

       /s/ Vlado Paul Hreljanovic
       --------------------------
       Vlado Paul Hreljanovic
       Chairman, President & CEO