CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                               JUNIPER GROUP, INC.

     Pursuant to the Provisions of Nevada Revised Statutes, Title 7, Chapter 78,
it is hereby certified that:

     FIRST: The name of the corporation  (hereinafter  called the "Corporation")
is Juniper Group , Inc.

     SECOND:  The aggregate  number of shares of stock that the  Corporation  is
authorized to issue is 300,875,000  shares,  of which  300,000,000  shares,  par
value $.001 per share, are designated as Common shares (the "Common Shares") and
875,000  shares,  par value $.10 per share,  are designated as preferred  shares
(the "Preferred Shares").

     THIRD: The Board of Directors of the Corporation duly adopted the following
resolution on May 6, 1998:

     RESOLVED,  that the Articles of Incorporation of the Corporation be amended
by striking out the first sentence of Article FOURTH thereof and by substituting
in lieu of said sentence the following:

     Effective  as of 5:00 p.m.,  Eastern  Standard  Time,  on May 18, 1998 (the
     "Effective Date"), all outstanding Common Shares of the Corporation held by
     each holder of record on the Effective Date shall be automatically combined
     at the rate of one share for each 50 outstanding shares without any further
     action on the part of the holders thereof or the Corporation. No fractional
     shares  shall be issued;  all  fractional  shares shall be increased to the
     next higher whole number of shares. Effective as of the Effective Date, the
     aggregate  number of shares of stock  that the  Corporation  shall have the
     authority to issue is 6,875,000  shares,  of which  6,000,000  shares,  par
     value $.001 per share,  shall be  designated  as Common Shares (the "Common
     Shares") and 875,000 shares,  par value $.10 per share, shall be designated
     as Preferred Shares (the "Preferred Shares").

     FOURTH: The amendment of the Certificate of Incorporation  herein certified
has been duly adopted by the Board of Directors of the Corporation in accordance
with the  provisions  of Section  207 of the  chapter  78 of the Nevada  Revised
Statutes.


Signed on May 6, 1998



                               By:/s/ Vlado P. Hreljanovic
                                  ------------------------             
                                  V. Paul Hreljanovic, President



                               By:/s/ Yvonne T. Paultre  
                                  ---------------------  
                                  Yvonne T. Paultre, Secretary