SELECTED DEALERS AGREEMENT

                           HCFP/BRENNER SECURITIES LLC
                               888 SEVENTH AVENUE
                                   17TH FLOOR
                            NEW YORK, NEW YORK 10106

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                           SELECTED DEALERS AGREEMENT

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Dear Sirs:

     1. Registration under the Securities Act of 1933, as amended ("Act"), of
the 250,000 Series A Units and 1,250,000 Series B Units* of Juniper Partners
Acquisition Corp. ("Company"), as more fully described in the Preliminary
Prospectus, dated __________, 2005, and in the final prospectus ("Prospectus")
which will be forwarded to you, will become effective in the near future. We, as
the Underwriters, are offering certain of the Units for purchase by a selected
group of dealers ("Selected Dealers") on the terms and conditions stated herein.


Authorized Public Offering Price:       $10.50 per Series A Unit
                                        $10.10 per Series B Unit

Dealers' Selling Concession:            Not to exceed $0.__ per Series A Unit
                                        and $0.__ per Series B Unit payable upon
                                        termination of this Agreement, except as
                                        provided below. We reserve the right not
                                        to pay such concession on any of the
                                        Series A Units or Series B Units
                                        purchased by any of the Selected Dealers
                                        from us and repurchased by us at or
                                        below the price stated above prior to
                                        such termination.

Reallowance:                            You may reallow not in excess of $0.__
                                        per Series A Unit and $0.__ per Series B
                                        Unit as a selling concession to dealers
                                        who are members in good standing of the
                                        National Association of Securities
                                        Dealers, Inc. ("NASD") or to foreign
                                        dealers who are not eligible for
                                        membership in the NASD and who have
                                        agreed (i) not to sell the Series A
                                        Units and Series B Units within the
                                        United States of America, its
                                        territories or possessions or to persons
                                        who are citizens thereof or residents
                                        therein, and (ii) to abide by the
                                        applicable Conduct Rules of the NASD.

Delivery and Payment:                   Delivery of the Series A Units and
                                        Series B Units (collectively, the
                                        "Units") shall be made on or about
                                        ________, 2005 or such later date as we
                                        may advise on not less than one day's
                                        notice to you, at the office of
                                        HCFP/Brenner Securities LLC, 888 Seventh
                                        Avenue, 17th Floor, New York, New York
                                        10106 or at such other place as we shall
                                        specify on not less than one day's
                                        notice to you. Payment for the Units is
                                        to be made, against delivery, at the
                                        authorized public offering price stated
                                        above, or, if we shall 

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* Plus the over-allotment option available to the Underwriters to purchase up to
an additional 37,500 Series A units and/or 187,500 Series B units.




                                        so advise you, at the authorized public
                                        offering price less the dealers' selling
                                        concession stated above, by a certified
                                        or official bank check in New York
                                        Clearing House Funds payable to the
                                        order of HCFP/Brenner Securities LLC.

Termination:                            This Agreement shall terminate at the
                                        close of business on the 45th day
                                        following the effective date of the
                                        Registration Statement (of which the
                                        enclosed Prospectus forms a part),
                                        unless extended at our discretion for a
                                        period or periods not to exceed in the
                                        aggregate 30 additional days. We may
                                        terminate this Agreement, whether or not
                                        extended, at any time without notice.

     2. Any of the Units purchased by you hereunder are to be offered by you to
the public at the public offering price, except as herein otherwise provided and
except that a reallowance from such public offering price not in excess of the
amount set forth on the first page of this Agreement may be allowed as
consideration for servi