ex-10_5.htm


    Exhibit
      10.5

     

    


     

    


     

    THIS
      WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
      BEEN
      REGIS­TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  EXCEPT
      AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE AGREEMENT DATED AS
      OF
      SEPTEMBER 13, 2007, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD,
      TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRA­TION
      STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN
      FORM,
      SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE
      TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD
      PURSUANT TO RULE 144 OR REGULATION S UNDER SUCH ACT.

     

    


     

    Right
      to Purchase 18,020,000 Shares of Common Stock, par Value $.001 Per
      Share.

     

    STOCK
      PURCHASE WARRANT

     

    THIS
      CERTIFIES THAT, for value received, AJW Master Fund, Ltd. or its registered
      assigns, is entitled to purchase from Juniper Group, Inc., a Nevada corporation
      (the “Company”), at any time or from time to time during the period specified in
      Paragraph 2 hereof, 18,020,000 fully paid and nonassessable shares of the
      Company’s Common Stock, par value $.001 per share (the “Common Stock”), at an
      exercise price per share equal to $.005 (the “Exercise Price”).  The
      term “Warrant Shares,” as used herein, refers to the shares of Common Stock
      purchasable hereunder.  The Warrant Shares and the Exercise Price are
      subject to adjustment as provided in Paragraph 4 hereof.  The term
“Warrants” means this Warrant and the other warrants issued pursuant to that
      certain Securities Purchase Agreement, dated September 13, 2007, by and among
      the Company and the Buyers listed on the execution page thereof (the “Securities
      Purchase Agreement”).

     

    This
      Warrant is subject to the following terms, provisions, and
      conditions:

     

    1.  Manner
      of Exercise; Issuance of Certificates; Payment for Shares.

     

    
      	
              Subject
                to the provisions hereof, this Warrant may be exercised by the holder
                hereof, in whole or in part, by the surrender of this Warrant, together
                with a completed exercise agreement in the form attached hereto (the
                “Exercise Agreement”), to the Company during normal business hours on any
                business day at the Company’s principal executive offices (or such other
                office or agency of the Company as it may designate by notice to
                the
                holder hereof), and upon (i) payment to the Company in cash, by certified
                or offi­cial bank check or by wire transfer for the account of the
                Company of the Exercise Price for the Warrant Shares specified in
                the
                Exercise Agreement or (ii) if the resale of the Warrant Shares by
                the
                holder is not then registered pursuant to an effective registration
                statement under the Securities Act of 1933, as amended (the “Securities
                Act”), delivery to the Company of a written notice of an election to
                effect a “Cashless Exercise” (as defined in Section 11(c) below) for the
                Warrant Shares specified in the Exercise Agreement.  The Warrant
                Shares so purchased shall be deemed to be issued to the holder hereof
                or
                such holder’s designee, as the record owner of such shares, as of the
                close of business on the date on which this Warrant shall have been
                surrendered, the completed Exercise Agreement shall have been
                deliv­ered, and payment shall have been made for such shares as set
                forth above.  Certifi­cates for the Warrant Shares so
                purchased, representing the aggregate number of shares specified
                in the
                Exercise Agreement, shall be delivered to the holder hereof within
                a
                reasonable time, not exceeding five (5) business days, after this
                Warrant
                shall have been so exercised.  The certificates so delivered
                shall be in such denominations as may be requested by the holder
                hereof
                and shall be registered in the name of such holder or such other
                name as
                shall be designated by such holder.  If this Warrant shall have
                been exercised only in part, then, unless this Warrant has expired,
                the
                Company shall, at its expense, at the time of delivery of such
                certificates, deliver to the holder a new Warrant representing the
                number
                of shares with respect to which this Warrant shall not then have
                been
                exercised.  In addition to all other available remedies at law
                or in equity, if the Company fails to deliver certificates for the
                Warrant
                Shares within five (5) business days after this Warrant is exercised,
                then
                the Company shall pay to the holder in cash a penalty (the “Penalty”)
                equal to 2% of the number of Warrant Shares that the holder is entitled
                to
                multiplied by the Market Price (as hereinafter defined) for each
                day that
                the Company fails to deliver certificates for the Warrant
                Shares.  For example, if the holder is entitled to 100,000
                Warrant Shares and the Market Price is $2.00, then the Company shall
                pay
                to the holder $4,000 for each day that the Company fails to deliver
                certificates for the Warrant Shares.  The Penalty shall be paid
                to the holder by the fifth day of the month following the month in
                which
                it has accrued.

            


    

     

    Notwithstanding
      anything in this Warrant to the contrary, in no event shall the holder of this
      Warrant be entitled to exercise a number of Warrants (or portions thereof)
      in
      excess of the number of Warrants (or portions thereof) upon exercise of which
      the sum of (i) the number of shares of Common Stock beneficially owned by the
      holder and its affiliates (other than shares of Common Stock which may be deemed
      beneficially owned through the ownership of the unexercised Warrants and the
      unexercised or unconverted portion of any other securities of the Company
      (including the Notes (as defined in the Securities Purchase Agreement)) subject
      to a limitation on conversion or exercise analogous to the limitation contained
      herein) and (ii) the number of shares of Common Stock issuable upon exercise
      of
      the Warrants (or portions thereof) with respect to which the determination
      described herein is being made, would result in beneficial ownership by the
      holder and its affiliates of more than 4.9% of the outstanding shares of Common
      Stock.  For purposes of the immediately preceding sentence, beneficial
      ownership shall be determined in accordance with Section 13(d) of the Securities
      Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as
      otherwise provided in clause (i) of the preceding
      sentence.  Notwithstanding anything to the contrary contained herein,
      the limitation on exercise of this Warrant set forth herein may not be amended
      without (i) the written consent of the holder hereof and the Company and (ii)
      the approval of a majority of shareholders of the Company.

     

    2.  Period
      of Exercise.

     

    
      	
                This
                Warrant is exercisable at any time or from time to time on or after
                the
                date on which this Warrant is issued and delivered pursuant to the
                terms
                of the Securities Purchase Agreement and before 6:00 p.m., New York,
                New
                York time on the seventh (7th) anniversary
                of the
                date of issuance (the “Exercise
                Period”).

            


    

     

    3.  Certain
      Agreements of the Company.

     

    
      	
                The
                Company hereby covenants and agrees as
                follows:

            


    

     

    (a)  Shares
      to be Fully Paid.  Subject to Stockholder Approval (as such term
      is defined in the Securities Purchase Agreement), all Warrant Shares will,
      upon
      issuance in accordance with the terms of this Warrant, be validly issued, fully
      paid, and nonassessable and free from all taxes, liens, and charges with respect
      to the issue thereof.

     

    (b)  Reservation
      of Shares.  Subject to Stockholder Approval (as such term is
      defined in the Securities Purchase Agreement), during the Exercise Period,
      the
      Company shall at all times have authorized, and reserved for the purpose of
      issuance upon exercise of this Warrant, a suf­ficient number of shares of
      Common Stock to provide for the exercise of this Warrant.

     

    (c)  Listing.  The
      Company shall promptly secure the listing of the shares of Common Stock issuable
      upon exercise of the Warrant upon each national securities exchange or automated
      quotation system, if any, upon which shares of Common Stock are then listed
      (subject to official notice of issuance upon exercise of this Warrant) and
      shall
      maintain, so long as any other shares of Common Stock shall be so listed, such
      listing of all shares of Common Stock from time to time issuable upon the
      exercise of this Warrant; and the Company shall so list on each national
      securities exchange or automated quotation system, as the case may be, and
      shall
      maintain such listing of, any other shares of capital stock of the Company
      issuable upon the exercise of this Warrant if and so long as any shares of
      the
      same class shall be listed on such national securities exchange or automated
      quotation system.

     

    (d)  Certain
      Actions Prohibited.  The Company will not, by amendment of its
      charter or through any re­organi­zation, transfer of assets,
      consolidation, mer­ger, dissolution, issue or sale of securities, or any
      other voluntary action, avoid or seek to avoid the observance or performance
      of
      any of the terms to be observed or performed by it hereunder, but will at all
      times in good faith assist in the carrying out of all the provisions of this
      Warrant and in the taking of all such action as may reasonably be requested
      by
      the holder of this Warrant in order to protect the exercise privilege of the
      holder of this Warrant against dilu­tion or other impairment, consistent
      with the tenor and purpose of this Warrant.  Without limiting the
      general­ity of the foregoing, the Company (i) will not increase the par
      value of any shares of Common Stock receivable upon the exercise of this Warrant
      above the Exercise Price then in effect, and (ii) will take all such actions
      as
      may be necessary or appropriate in order that the Company may validly and
      legally issue fully paid and nonassessable shares of Common Stock upon the
      exercise of this Warrant.

     

    (e)  Successors
      and Assigns.  This Warrant will be binding upon any entity
      succeeding to the Company by merger, consolidation, or acquisition of all or
      sub­stantially all the Company’s assets.

     

    4.  Antidilution
      Provisions.

     

    During
      the Exercise Period, the Exercise Price and the number of Warrant Shares shall
      be subject to adjustment from time to time as provided in this Paragraph
      4.

     

    In
      the event that any adjustment of the Exercise Price as required herein results
      in a fraction of a cent, such Exercise Price shall be rounded up to the nearest
      cent.

     

    (a)  Adjustment
      of Exercise Price and Number of Shares upon Issuance of Common
      Stock.  Except as otherwise provided in Paragraphs 4(c) and 4(e)
      hereof, if and whenever on or after the date of issuance of this Warrant, the
      Company issues or sells, or in accordance with Paragraph 4(b) hereof is deemed
      to have issued or sold, any shares of Common Stock for no consideration or
      for a
      consideration per share (before deduction of reasonable expenses or commissions
      or underwriting discounts or allowances in connection therewith) less than
      the
      Market Price on the date of issuance (a “Dilutive Issuance”), then immediately
      upon the Dilutive Issuance, the Exercise Price will be reduced to a price
      determined by multiplying the Exercise Price in effect immediately prior to
      the
      Dilutive Issuance by a fraction, (i) the numerator of which is an amount equal
      to the sum of (x) the number of shares of Common Stock actually outstanding
      immediately prior to the Dilutive Issuance, plus (y) the quotient of the
      aggregate consideration, calculated as set forth in Paragraph 4(b) hereof,
      received by the Company upon such Dilutive Issuance divided by the Market Price
      in effect immediately prior to the Dilutive Issuance, and (ii) the denominator
      of which is the total number of shares of Common Stock Deemed Outstanding (as
      defined below) immediately after the Dilutive
      Issuance.  Notwithstanding anything contained in this Section 4 to the
      contrary, the holder hereof hereby acknowledges that the issuance of any shares
      of Common Stock in connection with any of the transactions set forth on
Schedule A, attached hereto, shall not be deemed a Dilutive Issuance and
      accordingly there will be no reduction to  the Exercise
      Price.

     

    (b)  Effect
      on Exercise Price of Certain Events.  For purposes of determining
      the adjusted Exercise Price under Paragraph 4(a) hereof, the following will
      be
      applicable:

     

    (i)  Issuance
      of Rights or Options.  If the Company in any manner issues or
      grants any warrants, rights or options, whether or not immediately exercisable,
      to subscribe for or to purchase Common Stock or other securities convertible
      into or exchangeable for Common Stock (“Convertible Securities”) (such warrants,
      rights and options to purchase Common Stock or Convertible Securities are
      hereinafter referred to as “Options”) and the price per share for which Common
      Stock is issuable upon the exercise of such Options is less than the Market
      Price on the date of issuance or grant of such Options, then the maximum total
      number of shares of Common Stock issuable upon the exercise of all such Options
      will, as of the date of the issuance or grant of such Options, be deemed to
      be
      outstanding and to have been issued and sold by the Company for such price
      per
      share.  For purposes of the preceding sentence, the “price per share
      for which Common Stock is issuable upon the exercise of such Options” is
      determined by dividing (i) the total amount, if any, received or receivable
      by
      the Company as consideration for the issuance or granting of all such Options,
      plus the minimum aggregate amount of additional consideration, if any, payable
      to the Company upon the exercise of all such Options, plus, in the case of
      Convertible Securities issuable upon the exercise of such Options, the minimum
      aggregate amount of additional consideration payable upon the conversion or
      exchange thereof at the time such Convertible Securities first become
      convertible or exchangeable, by (ii) the maximum total number of shares of
      Common Stock issuable upon the exercise of all such Options (assuming full
      conversion of Convertible Securities, if applicable).  No further
      adjustment to the Exercise Price will be made upon the actual issuance of such
      Common Stock upon the exercise of such Options or upon the conversion or
      exchange of Convertible Securities issuable upon exercise of such
      Options.

     

    (ii)  Issuance
      of Convertible Securities.  If the Company in any manner issues or
      sells any Convertible Securities, whether or not immediately convertible (other
      than where the same are issuable upon the exercise of Options) and the price
      per
      share for which Common Stock is issuable upon such conversion or exchange is
      less than the Market Price on the date of issuance, then the maximum total
      number of shares of Common Stock issuable upon the conversion or exchange of
      all
      such Convertible Securities will, as of the date of the issuance of such
      Convertible Securities, be deemed to be outstanding and to have been issued
      and
      sold by the Company for such price per share.  For the purposes of the
      preceding sentence, the “price per share for which Common Stock is issuable upon
      such conversion or exchange” is determined by dividing (i) the total amount, if
      any, received or receivable by the Company as consideration for the issuance
      or
      sale of all such Convertible Securities, plus the minimum aggregate amount
      of
      additional consideration, if any, payable to the Company upon the conversion
      or
      exchange thereof at the time such Convertible Securities first become
      convertible or exchangeable, by (ii) the maximum total number of shares of
      Common Stock issuable upon the conversion or exchange of all such Convertible
      Securities.  No further adjustment to the Exercise Price will be made
      upon the actual issuance of such Common Stock upon conversion or exchange of
      such Convertible Securities.

     

    (iii)  Change
      in Option Price or Conversion Rate.  If there is a change at any
      time in (i) the amount of additional consideration payable to the Company upon
      the exercise of any Options; (ii) the amount of additional consideration, if
      any, payable to the Company upon the conversion or exchange of any Convertible
      Securities; or (iii) the rate at which any Convertible Securities are
      convertible into or exchangeable for Common Stock (other than under or by reason
      of provisions designed to protect against dilution), the Exercise Price in
      effect at the time of such change will be readjusted to the Exercise Price
      which
      would have been in effect at such time had such Options or Convertible
      Securities still outstanding provided for such changed additional consideration
      or changed conversion rate, as the case may be, at the time initially granted,
      issued or sold.

     

    (iv)  Treatment
      of Expired Options and Unexercised Convertible Securities.  If, in
      any case, the total number of shares of Common Stock issuable upon exercise
      of
      any Option or upon conversion or exchange of any Convertible Securities is
      not,
      in fact, issued and the rights to exercise such Option or to convert or exchange
      such Convertible Securities shall have expired or terminated, the Exercise
      Price
      then in effect will be readjusted to the Exercise Price which would have been
      in
      effect at the time of such expiration or termination had such Option or
      Convertible Securities, to the extent outstanding immediately prior to such
      expiration or termination (other than in respect of the actual number of shares
      of Common Stock issued upon exercise or conversion thereof), never been
      issued.

     

    (v)  Calculation
      of Consideration Received.  If any Common Stock, Options or
      Convertible Securities are issued, granted or sold for cash, the consideration
      received therefor for purposes of this Warrant will be the amount received
      by
      the Company therefor, before deduction of reasonable commissions, underwriting
      discounts or allowances or other reasonable expenses paid or incurred by the
      Company in connection with such issuance, grant or sale.  In case any
      Common Stock, Options or Convertible Securities are issued or sold for a
      consideration part or all of which shall be other than cash, the amount of
      the
      consideration other than cash received by the Company will be the fair value
      of
      such consideration, except where such consideration consists of securities,
      in
      which case the amount of consideration received by the Company will be the
      Market Price thereof as of the date of receipt.  In case any Common
      Stock, Options or Convertible Securities are issued in connection with any
      acquisition, merger or consolidation in which the Company is the surviving
      corporation, the amount of consideration therefor will be deemed to be the
      fair
      value of such portion of the net assets and business of the non-surviving
      corporation as is attributable to such Common Stock, Options or Convertible
      Securities, as the case may be.  The fair value of any consideration
      other than cash or securities will be determined in good faith by the Board
      of
      Directors of the Company.

     

    (vi)  Exceptions
      to Adjustment of Exercise Price.  No adjustment to the Exercise
      Price will be made (i) upon the exercise of any warrants, options or convertible
      securities granted, issued and outstanding on the date of issuance of this
      Warrant; (ii) upon the grant or exercise of any stock or options which may
      hereafter be granted or exercised under any employee benefit plan, stock option
      plan or restricted stock plan of the Company now existing or to be implemented
      in the future, so long as the issuance of such stock or options is approved
      by a
      majority of the independent members of the Board of Directors of the Company
      or
      a majority of the members of a committee of independent directors established
      for such purpose; or (iii) upon the exercise of the Warrants.

     

    (c)  Subdivision
      or Combination of Common Stock.  If the Company at any time
      subdivides (by any stock split, stock dividend, recapitalization,
      reorganization, reclassification or otherwise) the shares of Common Stock
      acquirable hereunder into a greater number of shares, then, after the date
      of
      record for effecting such subdivision, the Exercise Price in effect immediately
      prior to such subdivision will be proportionately reduced.  If the
      Company at any time combines (by reverse stock split, recapitalization,
      reorganization, reclassification or otherwise) the shares of Common Stock
      acquirable hereunder into a smaller number of shares, then, after the date
      of
      record for effecting such combination, the Exercise Price in effect immediately
      prior to such combination will be proportionately increased.

     

    (d)  Adjustment
      in Number of Shares.  Upon each adjustment of the Exercise Price
      pursuant to the provisions of this Paragraph 4, the number of shares of Common
      Stock issuable upon exercise of this Warrant shall be adjusted by multiplying
      a
      number equal to the Exercise Price in effect immediately prior to such
      adjustment by the number of shares of Common Stock issuable upon exercise of
      this Warrant immediately prior to such adjustment and dividing the product
      so
      obtained by the adjusted Exercise Price.

     

    (e)  Consolidation,
      Merger or Sale.  In case of any consolidation of the Company with,
      or merger of the Company into any other corporation, or in case of any sale
      or
      conveyance of all or substantially all of the assets of the Company other than
      in connection with a plan of complete liquidation of the Company, then as a
      condition of such consolidation, merger or sale or conveyance, adequate
      provision will be made whereby the holder of this Warrant will have the right
      to
      acquire and receive upon exercise of this Warrant in lieu of the shares of
      Common Stock immediately theretofore acquirable upon the exercise of this
      Warrant, such shares of stock, securities or assets as may be issued or payable
      with respect to or in exchange for the number of shares of Common Stock
      immediately theretofore acquirable and receivable upon exercise of this Warrant
      had such consolidation, merger or sale or conveyance not taken
      place.  In any such case, the Company will make appropriate provision
      to insure that the provisions of this Paragraph 4 hereof will thereafter be
      applicable as nearly as may be in relation to any shares of stock or securities
      thereafter deliverable upon the exercise of this Warrant.  The Company
      will not effect any consolidation, merger or sale or conveyance unless prior
      to
      the consummation thereof, the successor corporation (if other than the Company)
      assumes by written instrument the obligations under this Paragraph 4 and the
      obligations to deliver to the holder of this Warrant such shares of stock,
      securities or assets as, in accordance with the foregoing provisions, the holder
      may be entitled to acquire.

     

    (f)  Distribution
      of Assets.  In case the Company shall declare or make any
      distribution of its assets (including cash) to holders of Common Stock as a
      partial liquidating dividend, by way of return of capital or otherwise, then,
      after the date of record for determining shareholders entitled to such
      distribution, but prior to the date of distribution, the holder of this Warrant
      shall be entitled upon exercise of this Warrant for the purchase of any or
      all
      of the shares of Common Stock subject hereto, to receive the amount of such
      assets which would have been payable to the holder had such holder been the
      holder of such shares of Common Stock on the record date for the determination
      of shareholders entitled to such distribution.

     

    (g)  Notice
      of Adjustment.  Upon the occurrence of any event which requires
      any adjustment of the Exercise Price, then, and in each such case, the Company
      shall give notice thereof to the holder of this Warrant, which notice shall
      state the Exercise Price resulting from such adjustment and the increase or
      decrease in the number of Warrant Shares purchasable at such price upon
      exercise, setting forth in reasonable detail the method of calculation and
      the
      facts upon which such calculation is based.  Such calculation shall be
      certified by the Chief Financial Officer of the Company.

     

    (h)  Minimum
      Adjustment of Exercise Price.  No adjustment of the Exercise Price
      shall be made in an amount of less than 1% of the Exercise Price in effect
      at
      the time such adjustment is otherwise required to be made, but any such lesser
      adjustment shall be carried forward and shall be made at the time and together
      with the next subsequent adjustment which, together with any adjustments so
      carried forward, shall amount to not less than 1% of such Exercise
      Price.

     

    (i)  No
      Fractional Shares.  No fractional shares of Common Stock are to be
      issued upon the exercise of this Warrant, but the Company shall pay a cash
      adjustment in respect of any fractional share which would otherwise be issuable
      in an amount equal to the same fraction of the Market Price of a share of Common
      Stock on the date of such exercise.

     

    (j)  Other
      Notices.  In case at any time:

     

    (i)  the
      Company shall declare any dividend upon the Common Stock payable in shares
      of
      stock of any class or make any other distribution (including dividends or
      distributions payable in cash out of retained earnings) to the holders of the
      Common Stock;

     

    (ii)  the
      Company shall offer for subscription pro rata to the holders of the Common
      Stock
      any additional shares of stock of any class or other rights;

     

    (iii)  there
      shall be any capital reorganiza­tion of the Company, or reclassification of
      the Common Stock, or consolidation or merger of the Company with or into, or
      sale of all or substan­tially all its assets to, another corporation or
      entity; or

     

    (iv)  there
      shall be a voluntary or involun­tary dissolution, liquidation or winding up
      of the Company;

     

    then,
      in each such case, the Company shall give to the holder of this Warrant (a)
      notice of the date on which the books of the Company shall close or a record
      shall be taken for determining the holders of Common Stock entitled to receive
      any such divi­dend, distribution, or subscription rights or for determining
      the holders of Common Stock entitled to vote in respect of any such
      reorganization, reclassification, consolidation, merger, sale, dissolution,
      liquidation or winding-up and (b) in the case of any such reorganization,
      reclassification, consolidation, merger, sale, dissolution, liquidation or
      winding-up, notice of the date (or, if not then known, a reasonable
      approximation thereof by the Company) when the same shall take
      place.  Such notice shall also specify the date on which the holders
      of Common Stock shall be entitled to receive such dividend, distribution, or
      subscription rights or to exchange their Common Stock for stock or other
      securities or property deliverable upon such reorganization,
      re­classification, consolidation, merger, sale, dissolution, liquidation, or
      winding-up, as the case may be.  Such notice shall be given at least
      30 days prior to the record date or the date on which the Company’s books are
      closed in respect thereto.  Failure to give any such notice or any
      defect therein shall not affect the validity of the proceedings referred to
      in
      clauses (i), (ii), (iii) and (iv) above.

     

    (k)  Certain
      Events.  If any event occurs of the type contemplated by the
      adjustment provisions of this Paragraph 4 but not expressly provided for by
      such
      provisions, the Company will give notice of such event as provided in Paragraph
      4(g) hereof, and the Company’s Board of Directors will make an appropriate
      adjustment in the Exercise Price and the number of shares of Common Stock
      acquirable upon exercise of this Warrant so that the rights of the holder shall
      be neither enhanced nor diminished by such event.

     

    (l)  Certain
      Definitions.

     

    (i)  “Common
      Stock Deemed Outstanding” shall mean the number of shares of Common Stock
      actually outstanding (not including shares of Common Stock held in the treasury
      of the Company), plus (x) pursuant to Paragraph 4(b)(i) hereof, the maximum
      total number of shares of Common Stock issuable upon the exercise of Options,
      as
      of the date of such issuance or grant of such Options, if any, and (y) pursuant
      to Paragraph 4(b)(ii) hereof, the maximum total number of shares of Common
      Stock
      issuable upon conversion or exchange of Convertible Securities, as of the date
      of issuance of such Convertible Securities, if any.

     

    (ii)  “Market
      Price,” as of any date, (i) means the average of the last reported sale
      prices for the shares of Common Stock on the OTCBB for the five (5) Trading
      Days
      immediately preceding such date as reported by Bloomberg, or (ii) if the OTCBB
      is not the principal trading market for the shares of Common Stock, the average
      of the last reported sale prices on the principal trading market for the Common
      Stock during the same period as reported by Bloomberg, or (iii) if market value
      cannot be calculated as of such date on any of the foregoing bases, the Market
      Price shall be the fair market value as reasonably determined in good faith
      by
      (a) the Board of Directors of the Company or, at the option of a
      majority-in-interest of the holders of the outstanding Warrants by (b) an
      independent investment bank of nationally recognized standing in the valuation
      of businesses similar to the business of the corporation. The manner of
      determining the Market Price of the Common Stock set forth in the foregoing
      definition shall apply with respect to any other security in respect of which
      a
      determination as to market value must be made hereunder.

     

    (iii)  “Common
      Stock,” for purposes of this Paragraph 4, includes the Common Stock, par
      value $.001 per share, and any additional class of stock of the Company having
      no preference as to dividends or distributions on liquidation, provided that
      the
      shares purchasable pursuant to this Warrant shall include only shares of Common
      Stock, par value $.001 per share, in respect of which this Warrant is
      exercisable, or shares resulting from any subdivision or combination of such
      Common Stock, or in the case of any reorganization, reclassification,
      consolidation, merger, or sale of the character referred to in Paragraph 4(e)
      hereof, the stock or other securities or property provided for in such
      Paragraph.

     

    5.  Issue
      Tax.

     

    
      	
                The
                issuance of certificates for Warrant Shares upon the exercise of
                this
                Warrant shall be made without charge to the holder of this Warrant
                or such
                shares for any issuance tax or other costs in respect thereof, provided
                that the Company shall not be required to pay any tax which may be
                payable
                in respect of any transfer involved in the issuance and delivery
                of any
                certificate in a name other than the holder of this
                Warrant.

            


    

     

    6.  No
      Rights or Liabilities as a Shareholder.

     

    
      	
                This
                Warrant shall not entitle the holder hereof to any voting rights
                or other
                rights as a shareholder of the Company.  No provision of this
                Warrant, in the absence of affirmative action by the holder hereof
                to
                purchase Warrant Shares, and no mere enumeration herein of the rights
                or
                privileges of the holder hereof, shall give rise to any liability
                of such
                holder for the Exercise Price or as a shareholder of the Company,
                whether
                such liability is asserted by the Company or by creditors of the
                Company.

            


    

     

    7.  Transfer,
      Exchange, and Replacement of Warrant.

     

    (a)  Restriction
      on Transfer.  This Warrant and the rights granted to the holder
      hereof are transferable, in whole or in part, upon surrender of this Warrant,
      together with a properly executed assignment in the form attached hereto, at
      the
      office or agency of the Company referred to in Paragraph 7(e) below,
      pro­vided, however, that any transfer or assignment shall be subject to the
      conditions set forth in Paragraph 7(f) hereof and to the applicable provisions
      of the Securities Purchase Agreement.  Until due presentment for
      registration of transfer on the books of the Company, the Company may treat
      the
      registered holder hereof as the owner and holder hereof for all purposes, and
      the Company shall not be affected by any notice to the
      con­trary.  Notwithstanding anything to the contrary contained
      herein, the registration rights described in Paragraph 8 are assignable only
      in
      accordance with the provisions of that certain Registration Rights Agreement,
      dated September 13, 2007, by and among the Company and the other signatories
      thereto (the “Registration Rights Agreement”).

     

    (b)  Warrant
      Exchangeable for Different Denomina­tions.  This Warrant is
      exchange­able, upon the surrender hereof by the holder hereof at the office
      or agency of the Company referred to in Paragraph 7(e) below, for new Warrants
      of like tenor representing in the aggregate the right to purchase the number
      of
      shares of Common Stock which may be purchased hereunder, each of such new
      Warrants to represent the right to purchase such number of shares as shall
      be
      designated by the holder hereof at the time of such surrender.

     

    (c)  Replacement
      of Warrant.  Upon receipt of evi­dence reasonably satisfactory
      to the Company of the loss, theft, destruction, or mutilation of this Warrant
      and, in the case of any such loss, theft, or destruc­tion, upon delivery of
      an indemnity agreement reason­ably satisfactory in form and amount to the
      Company, or, in the case of any such mutilation, upon surrender and cancellation
      of this Warrant, the Company, at its expense, will execute and deliver, in
      lieu
      thereof, a new Warrant of like tenor.

     

    (d)  Cancellation;
      Payment of Expenses.  Upon the surrender of this Warrant in
      connection with any trans­fer, exchange, or replacement as provided in this
      Paragraph 7, this Warrant shall be promptly canceled by the
      Company.  The Company shall pay all taxes (other than securities
      transfer taxes) and all other expenses (other than legal expenses, if any,
      incurred by the holder or transferees) and charges payable in connection with
      the preparation, execution, and delivery of Warrants pursuant to this Paragraph
      7.

     

    (e)  Register.  The
      Company shall maintain, at its principal executive offices (or such other office
      or agency of the Company as it may designate by notice to the holder hereof),
      a
      register for this Warrant, in which the Company shall record the name and
      address of the person in whose name this Warrant has been issued, as well as
      the
      name and address of each transferee and each prior owner of this
      Warrant.

     

    (f)  Exercise
      or Transfer Without Registration.  If, at the time of the
      surrender of this Warrant in connection with any exercise, transfer, or exchange
      of this Warrant, this Warrant (or, in the case of any exercise, the Warrant
      Shares issuable hereunder), shall not be registered under the Securities Act
      of
      1933, as amended (the “Securities Act”) and under applicable state securities or
      blue sky laws, the Company may require, as a condition of allowing such
      exercise, transfer, or exchange, (i) that the holder or transferee of this
      Warrant, as the case may be, furnish to the Company a written opinion of
      counsel, which opinion and counsel are acceptable to the Company, to the effect
      that such exercise, transfer, or exchange may be made without registration
      under
      said Act and under applicable state securities or blue sky laws, (ii) that
      the
      holder or transferee execute and deliver to the Company an investment letter
      in
      form and substance acceptable to the Company and (iii) that the transferee
      be an
“accredited investor” as defined in Rule 501(a) promulgated under the Securities
      Act; provided that no such opinion, letter or status as an “accredited investor”
shall be required in connection with a transfer pursuant to Rule 144 under
      the
      Securities Act.  The first holder of this Warrant, by taking and
      holding the same, represents to the Company that such holder is acquiring this
      Warrant for investment and not with a view to the distribution
      thereof.

     

    8.  Registration
      Rights.

     

    
      	
              The
                initial holder of this Warrant (and certain assignees thereof) is
                entitled
                to the benefit of such registration rights in respect of the Warrant
                Shares as are set forth in Section 2 of the Registration Rights
                Agreement.

            


    

     

    9.  Notices.

     

    
      	
                All
                notices, requests, and other communications required or permitted
                to be
                given or delivered hereunder to the holder of this Warrant shall
                be in
                writing, and shall be personally delivered, or shall be sent by certified
                or registered mail or by recognized overnight mail courier, postage
                prepaid and addressed, to such holder at the address shown for such
                holder
                on the books of the Company, or at such other address as shall have
                been
                furnished to the Company by notice from such holder.  All
                notices, requests, and other communications required or permitted
                to be
                given or delivered hereunder to the Company shall be in writing,
                and shall
                be personally delivered, or shall be sent by certified or registered
                mail
                or by recognized overnight mail courier, postage prepaid and addressed,
                to
                the office of the Company at 60 Cutter Mill Road, Great Neck, NY
                11021,
                Attention: Chief Executive Officer, or at such other address as shall
                have
                been furnished to the holder of this Warrant by notice from the
                Company.  Any such notice, request, or other communication may
                be sent by facsimile, but shall in such case be subsequently confirmed
                by
                a writing personally delivered or sent by certified or registered
                mail or
                by recognized overnight mail courier as provided above.  All
                notices, requests, and other communications shall be deemed to have
                been
                given either at the time of the receipt thereof by the person entitled
                to
                re­ceive such notice at the address of such person for purposes of
                this Paragraph 9, or, if mailed by registered or certified mail or
                with a
                recognized overnight mail courier upon deposit with the United States
                Post
                Office or such overnight mail courier, if postage is prepaid and
                the
                mailing is properly addressed, as the case may
                be.

            


    

     

    10.  Governing
      Law.

     

    
      	
                THIS
                WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE
                WITH
                THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND
                TO BE
                PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES
                OF
                CONFLICT OF LAWS.  THE PARTIES HERETO HEREBY SUBMIT TO THE
                EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED
                IN NEW
                YORK, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT,
                THE
                AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS
                CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE
                DEFENSE
                OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR
                PROCEEDING.  BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS
                UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY
                RESPECT
                EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
                PROCEEDING.  NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO
                SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.  BOTH
                PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT
                OR
                PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
                BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER.  THE
                PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS WARRANT
                SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES,
                INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH
                DISPUTE.

            


    

     

    11.  Miscellaneous.

     

    (a)  Amendments.  This
      Warrant and any provision hereof may only be amended by an instrument in writing
      signed by the Company and the holder hereof.

     

    (b)  Descriptive
      Headings.  The descriptive headings of the several paragraphs of
      this Warrant are in­serted for purposes of reference only, and shall not
      affect the meaning or construction of any of the provisions hereof.

     

    (c)  Cashless
      Exercise.  Notwithstanding anything to
      the contrary contained in this Warrant, if the resale of the Warrant Shares
      by
      the holder is not then registered pursuant to an effective registration
      statement under the Securities Act, this Warrant may be exercised by
      presentation and surrender of this Warrant to the Company at its principal
      executive offices with a written notice of the holder’s intention to effect a
      cashless exercise, including a calculation of the number of shares of Common
      Stock to be issued upon such exercise in accordance with the terms hereof (a
      “Cashless Exercise”).  In the event of a Cashless Exercise, in lieu of
      paying the Exercise Price in cash, the holder shall surrender this Warrant
      for
      that number of shares of Common Stock determined by multiplying the number
      of
      Warrant Shares to which it would otherwise be entitled by a fraction, the
      numerator of which shall be the difference between the then current Market
      Price
      per share of the Common Stock and the Exercise Price,  and the
      denominator of which shall be the then current Market Price per share of Common
      Stock.  For example, if the holder is exercising 100,000 Warrants with
      a per Warrant exercise price of $0.75 per share through a cashless exercise
      when
      the Common Stock’s current Market Price per share is $2.00 per share, then upon
      such Cashless Exercise the holder will receive 62,500 shares of Common
      Stock.

     

    (d)  Remedies.  The
      Company acknowledges that a breach by it of its obligations hereunder will
      cause
      irreparable harm to the holder, by vitiating the intent and purpose of the
      transaction contemplated hereby.  Accordingly, the Company
      acknowledges that the remedy at law for a breach of its obligations under this
      Warrant will be inadequate and agrees, in the event of a breach or threatened
      breach by the Company of the provisions of this Warrant, that the holder shall
      be entitled, in addition to all other available remedies at law or in equity,
      and in addition to the penalties assessable herein, to an injunction or
      injunctions restraining, preventing or curing any breach of this Warrant and
      to
      enforce specifically the terms and provisions thereof, without the necessity
      of
      showing economic loss and without any bond or other security being
      required.

     

    


     

    


     

    


     

    


     

    


     

    


     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
      authorized officer.

     

    JUNIPER
      GROUP, INC.

    


    


    


    By: 
       /s/
      Vlado Hreljanovic

     Chief
      Executive Officer

    


     

    Dated
      as of September 13, 2007

     

     

     

     

    FORM
      OF EXERCISE AGREEMENT

     

    


     

    Dated:  ________
      __,
      200_

     

    


     

    To:           ______________________

     

    


     

    


     

    The
      undersigned, pursuant to the provisions set forth in the within Warrant, hereby
      agrees to purchase ________ shares of Common Stock covered by such Warrant,
      and
      makes pay­ment herewith in full therefor at the price per share provided by
      such Warrant in cash or by certified or official bank check in the amount of,
      or, if the resale of such Common Stock by the undersigned is not currently
      registered pursuant to an effective registration statement under the Securities
      Act of 1933, as amended, by surrender of securities issued by the Company
      (including a portion of the Warrant) having a market value (in the case of
      a
      portion of this Warrant, determined in accordance with Section 11(c) of the
      Warrant) equal to $_________.  Please issue a certificate or
      certifi­cates for such shares of Common Stock in the name of and pay any
      cash for any fractional share to:

     

    


     

    Name:                      ______________________________

    


    


    Signature:

    Address:____________________________

    _____________________________

    


    


    
      	
               

            	
              Note:

            	
              The
                above signature should correspond exactly with the name on the face
                of the
                within Warrant, if applicable.

            


    

    


     

    and,
      if said number of shares of Common Stock shall not be all the shares purchasable
      under the within Warrant, a new Warrant is to be issued in the name of said
      undersigned covering the balance of the shares purchasable thereunder less
      any
      frac­tion of a share paid in cash.

     

    FORM
      OF ASSIGNMENT

     

    


     

    


     

    FOR
      VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers all the
      rights of the undersigned under the within Warrant, with respect to the number
      of shares of Common Stock covered thereby set forth hereinbelow,
      to:

    


     

    Name
      of
      Assignee                                                                           Address                    
No
      of
      Shares

     

    


     

    


     

    


     

    ,
      and hereby irrevocably constitutes and appoints
      ___________________________________ as agent and attorney-in-fact to
      trans­fer said Warrant on the books of the within-named corporation, with
      full power of substitution in the premises.

     

    


     

    Dated:                      ________
      __, 200_

     

    


     

    In
      the presence
      of:                                            ______________________________

     

    Name:______________________________

    


     

    Signature:_________________________

    Title
      of Signing Officer or Agent (if any):

    ______________________________

    Address:         ______________________________

    ______________________________

    


    


    
      	
               

            	
              Note:

            	
              The
                above signature should correspond exactly with the name on the face
                of the
                within Warrant, if
                applicable.