ex-10_11.htm


    EXHIBIT
      10.11

     

    


     

    JUNIPER
      GROUP, INC.

                                                20283
      State Road,
      Suite 400

                                                  Boca
      Raton, FL 33498

     

    September
      14, 2007

    


    


    AJW
      Partners, LLC

    New
      Millennium Capital Partners II, LLC

    AJW
      Offshore, Ltd.

    AJW
      Master Fund, Ltd.

    AJW
      Qualified Partners, LLC

    1044
      Northern Boulevard

    Suite
      302

    Roslyn,
      New York 11576

    


    Re:           Juniper
      Group, Inc. (the “Company”) –

     

    Amendment
      of Notes

     

    Ladies
      and Gentlemen:

     

    This
      letter sets forth the agreement of the parties hereto to amend the Applicable
      Percentage (as defined in the Notes) and other covenants in the Notes and
      Securities Purchase Agreements dated December 28, 2005, March 14, 2006 and
      September 13, 2007 and issued by the Company to the Investors, which are
      convertible into shares of the Company’s common stock, par value $.001 per share
      (the “Common Stock”), originally issued by the Company to the investors
      listed in the signature pages hereto (collectively, the “Investors”) (
      the “Notes”).

     

    By
      execution hereof, for good and valuable consideration the receipt and
      sufficiency of which is hereby acknowledged, the parties hereto agree
      that:

     

    
      	
              1.  

            	
              The
                Applicable Percentage (as defined in the Notes) shall be
                35%.

            


    

     

    
      	
              2.  

            	
              The
                Investors, as consideration for making the new loan, shall be granted
                a
                first lien against all of the pending lawsuit proceeds for the lawsuit
                captioned Juniper vs James and Michael Calderhead and currently taking
                place in New York  In addition, the Company agrees that any
                proceeds shall be first used to redeem the Notes currently outstanding
                and
                due and owing to the Investors.  Further, the Company agrees, as
                consideration for the new Notes being issued, to grant the Investors
                an
                additional 10% of the lawsuit proceeds above and beyond the redemption
                proceeds.

            


    

     

    
      	
              3.  

            	
              Vlado
                Hreljanovic agrees to personally guarantee this loan and agrees to
                transfer his stock in the Company to the Investors as partial security
                for
                the guarantee,

            


    

     

    The
      parties shall do and perform, or cause to be done and performed, all such
      further acts and things, and shall execute and deliver all such other
      agreements, certificates, instruments and documents, as the other parties hereto
      may reasonably request in order to carry out the intent an accomplish the
      purposes of this letter agreement, including without limitation the issuance
      of
      amended Notes.

     

    Please
      signify your agreement with the foregoing by signing a copy of this letter
      where
      indicated and returning it to the undersigned.

     

    


     

    Sincerely,

    


    JUNIPER
      GROUP,  INC.

    


                                   
 By: 
/s/
      Vlado
      P. Hreljanovic

     

    Vlado
      P. Hreljanovic

     Chief
      Executive Officer

    ACCEPTED
      AND AGREED:

     

    AJW
      PARTNERS, LLC.

     

    By:  SMS
      GROUP, LLC

     

    /s/
Corey
      S. Ribotsky

    _____________________________

     

    Manager

     

    


    NEW
      MILLENNIUM CAPITAL PARTNERS II, LLC

     FIRST
      STREET MANAGER II, LLC,

    


    _____________________________

    By: 
      /s/Corey S. Ribotsky, Manager

    


    


    AJW
      OFFSHORE, LTD.

    FIRST
      STREET MANAGER II, LLC

    


    ______________________________

    By: 
      /s/ Corey S. Ribotsky, 

    Manager

    


    AJW
      QUALIFIED PARTNERS, LLC

    AJW
      MANAGER, LLC

    


    ______________________________

    By: 
      /s/Corey
      S. Ribotsky,

     Manager

    


    AJW
      MASTER FUND, LTD.

    FIRST
      STREET MANAGER II, LLC

     

    _____________________________

    By: 
      /s/ Corey S. Ribotsky, 

    Manager