Exhibit 10.1



                            STOCK PURCHASE AGREEMENT


     This Stock Purchase Agreement (the "Agreement") is made and entered into as
of this 17th day of March, 2000 by and among Michael  Silverman  ("Silverman" or
"Seller") at 12 Sussex Road,  Great Neck, NY 11020 on the one hand,  and Juniper
Group,  Inc., a Nevada corporation having its principal place of business at 111
Great Neck Road, Great Neck, New York 11021 ("Purchaser"), on the other hand.

                              W I T N E S S E T H:

     WHEREAS,  Seller owns and desires to sell,  assign and convey to  Purchaser
one hundred percent (100%) of the issued and  outstanding  shares of the capital
stock  (the "CDA  Shares")  of  Computer  Design  Associates,  Ltd.,  a New York
corporation (the "Company"),  and Purchaser desires to purchase and acquire such
CDA  Shares  from  Seller on and  subject  to the terms and  conditions  of this
Agreement.

     NOW,  THEREFORE,  in  consideration of the respective  representations  and
warranties  hereinafter  set forth and of the mutual  covenants  and  agreements
contained herein, the parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS
                           SALE AND PURCHASE OF SHARES

1.1  Sale and Purchase.  Subject to the terms and conditions  contained  herein,
     Seller  hereby  agrees to sell,  transfer,  assign,  convey and  deliver to
     Purchaser,  and Purchaser hereby agrees to purchase and accept from Seller,
     all of its right,  title and  interest in and to the CDA  Shares,  free and
     clear of any liens, pledges, security interests,  claims or encumbrances of
     any kind.

1.2  The Purchase  Price.  The  consideration  payable by Purchaser  for the CDA
     Shares to be sold to  Purchaser  as  provided  herein  shall be One Hundred
     Fifty  Thousand  (150,000)  shares of Common  Stock,  $.001 par  value,  of
     Purchaser  (the "JUNI  Shares").  The JUNI Shares shall have the  piggyback
     registration rights set forth in Exhibit A annexed hereto.

1.3  Additional  Consideration  (a) 90 days  from  closing,  100,000  shares  or
     options as bonus  compensation if 65% of the projections  through the month
     prior to 90 days from closing are met.  Options are exercisable at $.68 per
     share for five years.

(b)  180 days from closing,  100,000 shares or options as bonus  compensation if
     65% of the projections through the month prior to 180 days from closing are
     met. Options are exercisable at $.68 per share for five years.

(c)  On January 31, 2001,  100,000 shares or options (on same terms) if earnings
     before Purchaser's overhead,  interest,  taxes and amortization of $300,000
     is achieved for calendar 2000.

                                   ARTICLE II
                   CLOSING; CONDITIONS TO CLOSING; DELIVERIES

2.1  Closing.  The closing of this  transaction (the "Closing") shall be held on
     or about April 3, 2000,  the Closing Date, at or about 10:00 A.M.,  Eastern
     Standard Time, at the offices of the  Purchaser,  or at such other time and
     place upon which the parties shall agree.

2.2  Conditions to Purchaser's  Obligation.  Purchaser's obligation hereunder to
     purchase  and pay for the CDA Shares by issuing  the JUNI Shares to Seller,
     is  subject to the  satisfaction,  on or before the  Closing  Date,  of the
     following  conditions,  any of which may be waived, in whole or in part, by
     Purchaser in its discretion, and Seller shall use its best efforts to cause
     such conditions to be fulfilled:

(a)  Representations   and   Warranties   Correct;   Performance  of  Covenants;
     Satisfaction of Conditions.  The  representations  and warranties of Seller
     contained in this Agreement  (including the Exhibits and Schedules  hereto)
     and those otherwise made in writing by or on behalf of Seller in connection
     with  the  transactions  contemplated  by this  Agreement  shall  be  true,
     complete and  accurate  both when made and on and as of the Closing Date as
     though  such  representations  and  warranties  were made at and as of such
     date.  Seller  shall  have  duly and  properly  performed,  complied  with,
     satisfied and observed  each of its  covenants,  agreements,  conditions to
     closing  and  obligations  contained  in this  Agreement  to be  performed,
     complied with, satisfied and observed on or before the Closing Date.

(b)  Purchase  Permitted by Applicable Laws. The purchase of and payment for the
     CDA Shares to be purchased by Purchaser  hereunder  shall not be prohibited
     by any  applicable  law or  governmental  regulation  and shall not subject
     Purchaser to any tax,  penalty,  liability or other onerous condition under
     or pursuant to any applicable law or governmental regulation.

(c)  Proceedings;  Receipt of Documents.  All  corporate  and other  proceedings
     taken or required to be taken by Seller and  Purchaser in  connection  with
     the  transactions  contemplated  hereby and all documents  incident thereto
     shall have been taken and shall be  satisfactory  in form and  substance to
     Purchaser  and its  counsel,  and  Purchaser  shall have  received all such
     information and such counterpart  originals or certified or other copies of
     such documents as Purchaser may reasonably request.

(d)  Delivery  of  Documents.  Seller  shall  have  delivered,  or  caused to be
     delivered, to Purchaser the following:

(    i)  corporate  certificate  of  good  standing  of  the  Company  from  the
     jurisdiction in which the Company is incorporated;

(    ii) the CDA Shares, with duly executed stock powers and all other documents
     and  signatures  necessary or  appropriate  for their transfer to Purchaser
     free and clear by delivery;

(iii)certified  copies of the  Certificate of  Incorporation  and By-Laws of the
     Company;

(iv) the written  resignations of each and every officer and director of the
     Company  and all  documents  necessary  to  elect  or  appoint  Purchaser's
     nominees to such positions;

(vi) all documents necessary or appropriate to change the authorized signatories
     of  Company'  bank  accounts  and to  otherwise  take  possession  and full
     operational control of the Company and its respective assets; and (vii) all
     other consents,  agreements,  schedules, documents and exhibits required by
     this  Agreement  to be  delivered  by Seller,  or  reasonably  requested by
     Purchaser, at or before the Closing.

(e)  No Adverse  Decision.  There  shall be no action,  suit,  investigation  or
     proceeding  pending or  threatened  by or before any court,  arbitrator  or
     administrative  or  governmental  body  which  seeks to  restrain,  enjoin,
     prevent  the   consummation  of  or  otherwise   affect  the   transactions
     contemplated by this Agreement or questions the validity or legality of any
     such  transactions or seeks to recover damages or to obtain other relief in
     connection with any such transactions.

(f)  No Adverse Change.  From the date of  incorporation up to the Closing Date,
     the Company shall not have suffered any adverse change (whether or not such
     change is described in the Exhibits or Schedules  hereto or any  supplement
     to  the  Exhibits  or  Schedules)  in  its  business,  affairs,  prospects,
     financial  condition,   working  capital,  assets,  liabilities  (absolute,
     accrued, contingent or otherwise), reserves or operations, and Seller shall
     have  delivered  to  Purchaser  a  certificate  signed  by it and dated the
     Closing Date, to such effect.

(g)  Due  Diligence.  The  Purchaser  shall have  completed,  to its  reasonable
     satisfaction, its due diligence review of the Company's operations.

(h)  Securities  Law  Compliance.  All  actions  and steps  necessary  to assure
     compliance with applicable  Federal and state securities laws in connection
     with the lawful sale of the CDA Shares  pursuant to this  Agreement,  shall
     have been duly  obtained  and shall be  effective on and as of the Closing.
     This shall be the sole responsibility of the Purchaser.

(i)  Approvals and Consents.  Seller and Purchaser  shall have duly obtained all
     authorizations,  consents,  rulings,  approvals and licenses, or exemptions
     therefrom,  by or of  all  governmental  authorities  and  non-governmental
     administrative or regulatory agencies, having jurisdiction over the parties
     hereto,  which are required for the execution,  delivery and performance of
     this  Agreement  and  the  consummation  of the  transactions  contemplated
     hereby,  at no cost or other  adverse  consequence  to each other,  and all
     thereof shall be in full force and effect at the time of Closing.

(j)  Web Site. The Company's web site will be in reasonably acceptable condition
     to Purchaser.

2.3  Conditions  to the  Obligation of the Seller.  The  obligation of Seller to
     consummate  the  transactions   contemplated  hereby  are  subject  to  the
     fulfillment  of the  following  conditions on or prior to the Closing Date,
     any of which may be waived,  in whole or in part, by the Seller in its sole
     discretion,  and  Purchaser  shall  use its  best  efforts  to  cause  such
     conditions to be fulfilled:

(a)  Representations  and Warranties Correct;  Performance.  The representations
     and warranties of Purchaser in this Agreement  shall be true,  complete and
     accurate when made and on and as of the Closing Date.

(b)  Purchase  Permitted by Applicable Laws. The purchase of and payment for the
     CDA Shares shall not be prohibited by any  applicable  law or  governmental
     regulation.

(c)  Delivery of JUNI Shares. Purchaser shall have delivered the JUNI Shares, or
     a copy of the Board Resolution authorizing and directing delivery to Seller
     within ten (10) days after closing.


                                   ARTICLE III
                     SELLER'S REPRESENTATIONS AND WARRANTIES

     Seller  hereby  represents  and warrants to, and agrees with,  Purchaser as
follows:

3.1  Organization  and  Good  Standing.   The  Company  is  a  corporation  duly
     organized,  validly  existing  and in good  standing  under the laws of the
     State of New York.

3.2  Authority.  Seller  has full  authority  to  execute  and to  perform  this
     Agreement in accordance with its terms;  the execution and delivery of this
     Agreement and the consummation of the transactions contemplated hereby does
     not and will not result in a breach,  violation  or default or give rise to
     an event which with the giving of notice or after the  passage of time,  or
     both, would result in a breach, violation or default of any of the terms or
     provisions  of  the  Company's  respective  Certificate  of  Incorporation,
     By-Laws  or  of  any  indenture,   agreement,  judgment,  decree  or  other
     instrument or  restriction  to which the Company or Seller is a party or by
     which the Company,  Seller,  the Shares or any of their assets may be bound
     or affected; the execution and delivery of this Agreement have been and, as
     of the Closing Date,  the  consummation  of the  transactions  contemplated
     hereby will have been, duly  authorized,  and no authorization or approval,
     whether of the  stockholders or directors of the Company or of governmental
     bodies or  otherwise,  will be necessary in order to enable Seller to enter
     into and perform same; and this  Agreement  constitutes a valid and binding
     obligation enforceable against Seller in accordance with its terms.

3.3  Capitalization. The authorized capital stock of the Company consists of 200
     shares of common stock, $ no par value,  of which 100 shares are issued and
     outstanding.  All of the  aforesaid  issued and  outstanding  shares of the
     Company are directly owned of record and beneficially by Seller,  have been
     duly authorized and validly issued and are fully paid and non-assessable.

3.4  Compliance  With  Law.  The  Company  is not  in  violation  of  any  laws,
     governmental   orders,  rules  or  regulations  to  which  the  Company  or
     businesses are subject.

3.5  Litigation.  There are no actions,  suits,  proceedings  or  investigations
     (including any purportedly on behalf of the Company)  pending or threatened
     against or affecting the business or  properties of the Company  whether at
     law or in equity or admiralty or before or by any governmental  department,
     commission,  board, agency, court or instrumentality,  domestic or foreign;
     nor is the  Company  operating  under,  subject to, in  violation  of or in
     default with respect to, any judgment, order, writ, injunction or degree of
     any court or other governmental  department,  commission,  board, agency or
     instrumentality,  domestic or foreign. No inquiries have been made directly
     to the Company or Seller by any  governmental  agency  which might form the
     basis of any such action, suit, proceeding or investigation, or which might
     require the Company to undertake a course of action which would involve any
     expense. No filings have been made by any present or former employee of the
     Company  with  the  Equal   Employment   Opportunity   Commission   or  any
     governmental  agency,  asserting  any claim based on alleged  race,  gender
     (including,  without limitation,  sexual harassment),  age or other type of
     discrimination on the part of the Company.

3.6  Brokers.  There has been no broker or finder  involved in any manner in the
     negotiations  leading  up  to  the  execution  of  this  Agreement  or  the
     consummation of any transactions  contemplated hereby, and Seller agrees to
     indemnify Purchaser against and hold Purchaser harmless from any claim made
     by any person for a broker's or finder's fee or other similar payment based
     upon any agreements, arrangements or understanding made by Seller.

3.7  Transactions  with  Affiliates.   There  are  no  loans,  leases,   royalty
     agreements,  employment  contracts or any other  agreement or  arrangement,
     oral or written,  between  the  Company,  on the one hand,  and any past or
     present  stockholder,  officer,  employee,  consultant  or  director of the
     Company  or  Seller  (or  any  member  of  the  immediate  family  of  such
     stockholder,  officer,  employee,  consultant,  director or Seller), on the
     other hand.

3.8  Acquisition of Securities.

(a)  Seller is acquiring the JUNI Shares for his own account for investment only
     and not with a view towards the public sale or distribution thereof and not
     with a view to or for sale in connection with any distribution thereof.

(b)  Seller is: (i) an "accredited investor" as that term is defined in Rule 501
     of the  General  Rules and  Regulations  under  the  Securities  Act,  (ii)
     experienced  in making  investments of the kind described in this Agreement
     and the  related  documents,  (iii)  able,  by reason of the  business  and
     financial  experience,  to protect his own interests in connection with the
     transactions  described in this Agreement,  and the related documents,  and
     (iv) able to afford the entire loss of his investment in the JUNI Shares.

(c)  Seller  acknowledges  that the JUNI Shares are being offered and sold to it
     in reliance on specific  exemptions from the  registration  requirements of
     United States federal and state  securities  laws and that the Purchaser is
     relying upon the truth and accuracy of, and Seller's  compliance  with, the
     representations, warranties, agreements, acknowledgments and understandings
     of Seller set forth herein in order to determine the  availability  of such
     exemptions and the eligibility of Seller to acquire the JUNI Shares.

(d)  Seller has been provided with, and has read the Company's  Annual Report on
     Form 10KSB for fiscal year ended  December 31, 1999,  the  Company's  Proxy
     dated December 10, 1999, and the Company's Quarterly Reports on Form 10 QSB
     for the fiscal  quarter  ended  September 30, 1999  (collectively,  the SEC
     Reports).  Seller and his advisors,  if any, have also been  furnished with
     materials  relating to the business,  finances and  operations of Purchaser
     and materials  relating to the offer and sale of the JUNI Shares which have
     been  requested  by Seller.  Seller  and his  advisors,  if any,  have been
     afforded the opportunity to ask questions of the Purchaser and has received
     complete and satisfactory answers to any such inquiries.

(e)  Seller  understands  that his investment in the JUNI Shares involves a high
     degree of risk.

(f)  Seller  understands  that no United  States  federal or state agency or any
     other  government  or  governmental  agency  has  passed  on  or  made  any
     recommendation or endorsement of the JUNI Shares.

(g)  Seller  acknowledges  that:  (i) the JUNI  Shares have not been and are not
     being  registered under the provisions of the Securities Act and may not be
     transferred unless (A) subsequently  registered thereunder or (B) Purchaser
     shall have received an opinion of counsel, reasonably satisfactory in form,
     scope and substance to Purchaser,  to the effect that the JUNI Shares to be
     sold or  transferred  may be sold or  transferred  pursuant to an exemption
     from such  registration;  (ii) any sale of the JUNI Shares made in reliance
     on Rule  144  promulgated  under  the  Securities  Act may be made  only in
     accordance  with the  terms of said Rule and  further,  if said Rule is not
     applicable, any resale of such JUNI Shares under circumstances in which the
     seller, or the person through whom the sale is made, may be deemed to be an
     underwriter,  as  that  term is used in the  Securities  Act,  may  require
     compliance  with some other exemption under the Securities Act or the rules
     and regulations of the Securities and Exchange Commission  thereunder;  and
     (iii)  neither the Company nor any other person is under any  obligation to
     register  the JUNI Shares  under the  Securities  Act or to comply with the
     terms and conditions of any exemption thereunder.

(h)  Seller acknowledges and agrees that until such time as the JUNI Shares have
     been  registered  under the  Securities  Act,  the JUNI Shares shall bear a
     restrictive legend in substantially the following form:

THESE  SECURITIES  (THE   "SECURITIES")  HAVE  NOT  BEEN  REGISTERED  UNDER  THE
SECURITIES  ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED  FOR SALE IN THE  ABSENCE OF AN
EFFECTIVE  REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR
OTHER  EVIDENCE  ACCEPTABLE TO THE  CORPORATION  THAT SUCH  REGISTRATION  IS NOT
REQUIRED.

                                   ARTICLE IV
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Purchaser hereby represents and warrants to the Seller as follows:

4.1  Organization and Good Standing.  Purchaser is a corporation duly organized,
     validly  existing  and in good  standing  under  the  laws of the  State of
     Nevada.

4.2  Corporate Authority. Purchaser has full authority to execute and to perform
     this Agreement in accordance with its terms;  the execution and delivery of
     this Agreement and the consummation of the transactions contemplated hereby
     does not and will not result in a breach, violation or default or give rise
     to an event which,  with the giving of notice or after the passage of time,
     would  result  in a breach,  violation  or  default  of any of the terms or
     provisions of Purchaser's  Certificate of Incorporation,  By-Laws or of any
     indenture,  agreement,  judgment, decree or other instrument or restriction
     to  which  Purchaser  is a party  or by  which  Purchaser  may be  bound or
     affected;  and this  Agreement  constitutes a valid and binding  obligation
     enforceable against Purchaser in accordance with its terms.

4.3  JUNI Shares.  The JUNI Shares to be issued to Seller hereunder will be duly
     authorized,  validly  issued,  fully paid, and  nonassessable,  without any
     personal liability attaching to the ownership thereof.

4.4  SEC  Documents,  Financial  Statements.  The Common  Stock of  Purchaser is
     registered  pursuant to Section  12(g) of the  Securities  Exchange  Act of
     1934,  as amended  (the  "Exchange  Act") and listed for  quotation  on The
     Nasdaq  SmallCap  Market under the symbol  "JUNI".  Purchaser has filed all
     reports,  schedules,  forms,  statements and other documents required to be
     filed by the Purchaser with the Securities and Exchange  Commission ("SEC")
     pursuant to the  reporting  requirements  of the  Exchange  Act,  including
     material  filed  pursuant to Section 13(a) or 15(d),  in addition to one or
     more  registration  statements and amendments  thereto  heretofore filed by
     Purchaser  with the SEC under the  Securities  Act of 1933, as amended (the
     "Act") (all of the foregoing  including  filings  incorporated by reference
     therein  being  referred to herein as the "SEC  Documents").  Purchaser has
     delivered  to the  Seller  true and  complete  copies of the SEC  Documents
     (except for exhibits and incorporated documents).

     As of their respective  dates,  the SEC Documents  complied in all material
respects with the requirements of the Act or the Exchange Act as the case may be
and the  rules  and  regulations  of the SEC  promulgated  thereunder  and other
federal,  state and local laws,  rules and  regulations  applicable  to such SEC
Documents,  and none of the SEC Documents  contained  any untrue  statement of a
material fact or omitted to state a material fact required to be stated  therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances  under  which  they  were  made,  not  misleading.  The  financial
statements of Purchaser  included in the SEC Documents  comply as to form in all
material  respects with  applicable  accounting  requirements  and the published
rules and regulations of the SEC or other  applicable rules and regulations with
respect thereto. Such financial statements have been prepared in accordance with
generally  accepted  accounting  principles applied on a consistent basis during
the periods involved (except (i) as may be otherwise indicated in such financial
statements  or the  notes  thereto  or (ii) in the  case  of  unaudited  interim
statements,  to the extent they may not include footnotes or may be condensed or
summary  statements)  and fairly present in all material  respects the financial
position of Purchaser as of the dates thereof and the results of operations  and
cash  flows  for the  periods  then  ended  (subject,  in the case of  unaudited
statements, to normal year-end audit adjustments).

4.5  No Material  Adverse Change.  Since the date of the most recently filed SEC
     Documents, no event has occurred or exists with respect to Purchaser or any
     of its  subsidiaries  which would be likely to have, or has had, a material
     adverse effect on Purchaser and its subsidiaries taken as a whole.

4.6  Brokers.  There has been no broker or finder  involved in any manner in the
     negotiations  leading  up  to  the  execution  of  this  Agreement  or  the
     consummation of any transactions  contemplated hereby, and Purchaser agrees
     to indemnify Seller against and hold Seller harmless from any claim made by
     any person for a broker's or finder's fee or other  similar  payment  based
     upon any agreements, arrangements or understanding made by Purchaser.

                                    ARTICLE V
                     CONDUCT OF BUSINESS PENDING THE CLOSING

     Between the date hereof and the Closing,  and except as otherwise expressly
consented  to in  writing  in  advance  or  approved  in  writing  in advance by
Purchaser:

5.1  Regular  Course of Business.  Seller will cause the Company to carry on its
     business  diligently  and  substantially  in the same manner as  heretofore
     conducted,  and  shall  not  permit  it to  institute  any new  methods  of
     management,  accounting  or  operation  or  engage  in any  transaction  or
     activity,  enter into any agreement or make any  commitment,  except in the
     usual and ordinary  course of business and consistent with past practice as
     limited  by the  more  restrictive  provisions  of  this  Agreement,  where
     applicable, or as otherwise specifically contemplated by this Agreement and
     not in violation thereof.

5.2  Organization.  Seller shall  preserve the corporate  existence and business
     organization of the Company intact.  In addition,  and not in limitation of
     the foregoing, Seller will cause the Company to maintain and update any web
     sites.

                     ARTICLE VI TERMINATION AND ABANDONMENT

6.1  Methods  of  Termination.  The  transactions  contemplated  herein  may  be
     terminated at any time, but not later than the Closing:

(a)  By mutual written agreement of Purchaser and Seller;

(b)  By Purchaser or Seller,  if the Closing shall not have occurred on or prior
     to June 5, 2000 and the  delay is  beyond  the  reasonable  control  of the
     parties hereto.

6.2  Procedure upon  Termination.  In the event of termination  and  abandonment
     pursuant to Section 6.1 hereof,  written notice thereof shall  forthwith be
     given to the other parties hereto and the transactions contemplated by this
     Agreement  shall be  terminated  without  further  action by  Purchaser  or
     Seller.

                                   ARTICLE VII
                               GENERAL PROVISIONS

7.1  Notices. All notices,  requests, demands and other communications hereunder
     shall be in writing  and shall be  delivered  personally,  sent by telex or
     facsimile  transmission  or sent by certified or  registered  mail,  return
     receipt requested,  postage prepaid.  Any such notice shall be deemed given
     when so delivered personally or when sent by facsimile  transmission or, if
     mailed by certified  or  registered  mail,  ten (10) days after the date of
     deposit in the United States mail, postage prepaid, if addressed:

                  (a)      in the case of Seller to:

                           Michael Silverman
                           12 Sussex Road
                           Great Neck, New York  11020
                           Facsimile #: (516) 773-4516

                  (b)      in the case of Purchaser or JUNI to:

                           Juniper Group, Inc.
                           111 Great Neck Road
                           Great Neck, NY  11021
                           Facsimile #: (516) 829-4691

or to such other  address or to such other  person as  Purchaser or Seller shall
have last designated by written notice given as herein provided.

7.2  Modification.  This  Agreement  contains the entire  agreement  between the
     parties hereto and there are no agreements,  warranties or  representations
     which are not set forth herein.  All prior  negotiations,  representations,
     warranties,  agreements  and  understandings  are superseded  hereby.  This
     Agreement may not be modified or amended except by an instrument in writing
     duly  signed  by or on  behalf  of  the  parties  hereto  and  dated  on or
     subsequent to the date hereof.

7.3  Governing  Law.  This  Agreement  shall be  governed by and  construed  and
     enforced in accordance with the laws of the State of New York applicable to
     agreements made and to be performed  entirely within the State.  Seller and
     Purchaser  hereby  irrevocably  consent to the jurisdiction of any New York
     State or Federal court located in Nassau  County,  New York over any action
     or proceeding  arising out of any dispute  between Seller and Purchaser and
     irrevocably  agrees,  in  this  regard,  not  to  commence  any  action  or
     proceeding  arising out of any dispute  between Seller and Purchaser in any
     other jurisdiction.

7.4  Counterparts.  This Agreement may be executed  simultaneously in any number
     of counterparts, each of which shall be deemed an original but all of which
     together shall constitute one and the same instrument.

7.5  Paragraph  Headings.  The  paragraph  headings  in this  Agreement  are for
     convenience  of  reference  only and shall not be deemed to alter or affect
     any provision hereof.

7.6  Waiver.  The waiver of one breach or default hereunder shall not constitute
     the waiver of any other or subsequent breach or default.

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




SELLER                              JUNIPER GROUP, INC., (PURCHASER)

By: /s/ Michael Silverman             By:/s/ Vlado P. Hreljanovic
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    Michael Silverman

                                      Title: President
                                             ---------
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                                   EXHIBIT "A"


     (a) Request for  Registration.  At any time after the date  hereof,  if the
Company  proposes to file a  registration  statement  under the  Securities  Act
(other  than a  registration  statement  on Form S-4 or S-8 (or any  similar  or
successor  form  that  may be  adopted  by  the  Commission)  or a  registration
statement  filed in connection  with an exchange offer or offering of securities
or debt solely to the Company's  existing security or debt holders) with respect
to an offering of securities of the same class as the Registrable  Securities by
the  Company  for its own  account  or for the  account  of any of its  security
holders,  then the Company shall give written notice of such proposed  filing to
each Holder as soon as practicable (but in no event less than 20 days before the
anticipated filing date). Such notice shall offer each Holder the opportunity to
have all or any of the  Registrable  Securities  held by such Holder included in
the registration  statement proposed to be filed or, at the Company's option, in
a  separate   registration   statement  to  be  filed   concurrently  with  such
registration  statement (the "Piggy-back  Registration").  Within ten days after
receiving  such  notice,  each Holder may make a written  request to the Company
that  any or all of the  Holder's  Registrable  Securities  be  included  in the
Piggy-back  Registration,  which notice shall specify the number of shares to be
so included.  Subject to Section 3(b) hereof,  the Company  shall include in the
Piggy-back   Registration  (or  in  a  separate  registration   statement  filed
concurrently  therewith) all  Registrable  Securities  with respect to which the
Company has received  written  requests for  inclusion  therein  within ten days
after the receipt by each Holder of the Company's notice. The Company may in its
discretion  withdraw any  registration  statement filed pursuant to this Section
3(a)  subsequent  to its filing  without  liability  to the Holders  except with
respect to Registration  Expenses. Any Holder shall be permitted to withdraw all
or part of such Holder's  Registrable  Securities  requested to be included in a
Piggy-back  Registration  at any  time  prior  to the  effective  date  of  such
Piggy-back Registration without any liability for any Registration Expenses.

     (b) Priority on Piggy-back Registration.  If any Piggy-Back Registration is
to  be  an  underwritten  offering,  the  Company  shall  use  its  commercially
reasonable  efforts to cause the managing  Underwriter or Underwriters to permit
the shares of  Registrable  Securities  requested by the Holders of  Registrable
Securities  ("Selling  Piggy-back  Holders")  to be  included in the Piggy- back
Registration  (on the same terms and  conditions  as similar  securities  of the
Company  included  therein  to  the  extent  appropriate).  Notwithstanding  the
foregoing,  if the managing  Underwriter or Underwriters of such offering advise
the  Company in  writing  that,  in their  opinion,  the  number of  Registrable
Securities and any other securities requested to be included in such offering is
sufficiently large to have Material Adverse Effect,  then (i) if such Piggy-back
Registration is incident to a primary registration on behalf of the Company, the
amount of  securities  to be included  in the  Piggy-back  Registration  for any
persons (other than the Company and the Selling Piggy-back  Holders) shall first
be reduced,  and  thereafter  the  Registrable  Securities to be offered for the
account of the Selling Piggy-back  Holders shall be reduced or limited,  subject
to any written  agreement among the Selling  Piggy-back  Holders,  on a Pro Rata
Basis so that the total  number of  securities  to be included  in the  offering
shall be the total number of securities recommended by such managing Underwriter
or Underwriters,  unless any of the Selling Piggy-back Holders desires to sell a
number of  Registrable  Securities  that is less than the total pro rata  amount
that he is entitled to sell, in which event the number of Registrable Securities
not so elected to be sold shall be allocated among the other Selling  Piggy-back
Holders  on a Pro  Rata  Basis,  and  (ii) if such  Piggy-back  Registration  is
incident to a secondary  registration  on behalf of holders of securities of the
Company  (excluding  pursuant  to Section 2 hereof,  in which  priority  will be
governed by Section 2(d) hereof), the Company shall include in such registration
statement (A) first,  the number of securities of such person(s) on whose behalf
the  registration  is being made  (allocated  among such  persons as they may so
determine),  (B) second,  the number of Registrable  Securities  requested to be
included  in such  registration  pursuant  to this  Section  3 in  excess of the
securities  of such  persons  on whose  behalf  the  registration  is being made
propose to sell that, in the opinion of such managing Underwriters,  can be sold
without causing a Material Adverse Effect on such offering,  allocated among the
Selling Piggy-back  Holders,  subject to any written agreement among the Selling
Piggy- back Holders on a Pro Rata Basis as  described  in clause (i) above,  and
(C)  third,  the  number  of  securities   requested  to  be  included  in  such
registration by the Company or by other persons  pursuant to similar  piggy-back
registration rights (allocated among the Company and such persons as they may so
determine).

     (c)  Limitations  on  Piggy-back  Registration.  The  Company  shall not be
obligated to effect more than two Piggy-back Registrations under this Section.