Exhibit 4.1

                           CERTIFICATE OF DESIGNATIONS
                                       OF
                                 CNE GROUP, INC.
                       ADOPTED PURSUANT TO SECTION 151(g)
                                     OF THE
                        DELAWARE GENERAL CORPORATION LAW


      RESOLVED, that pursuant to the authority expressly granted to the Board of
Directors (the "Board of Directors") of CNE Group, Inc., a Delaware  Corporation
(the  "Company"),  by the provisions of the Amended and Restated  Certificate of
Incorporation  of the  Company  and the  provisions  of  Section  151(g)  of the
Delaware General Corporation Law, the Board of Directors hereby creates a series
of preferred stock, par value $0.00001 per share, and determines the designation
and number of shares of Series AAA Preferred Stock which  constitute such series
and the relative rights, preferences and limitations of such series as follows:

      1.  Designation  and Number of Series AAA Preferred  Stock.  The series of
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Preferred Stock shall be designated as "Series AAA Preferred Stock" (hereinafter
called  the  "Series  AAA  Preferred  Stock")  and shall  consist  of a total of
10,000,000  shares of Series AAA Preferred Stock,  with a par value $0.00001 per
share.

      2.  Dividends.  The  holders of Series AAA  Preferred  Stock  shall not be
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entitled to receive any dividends.

      3. Liquidation Preference.
         ----------------------

         (a) In the event of any  liquidation,  dissolution or winding up of the
Company,  either  voluntary or involuntary,  after payment by the Company to the
holders of the Company's Series AA Preferred  Stock,  which may be issued with a
liquidating preference value of up to $1,000,000,  from the then existing assets
of  the  Company  an  amount  equal  the  liquidation  preference  of  the  then
outstanding  Series AA Preferred  Stock, and after payment by the Company to the
holders of the Company's  Series A Preferred  Stock,  which may be issued with a
liquidating preference value of up to $1,392,630,  from the then existing assets
of  the  Company  an  amount  equal  the  liquidation  preference  of  the  then
outstanding  Series A Preferred  Stock,  and after payment by the Company to the
holders of the Company's  Series B Preferred  Stock,  which may be issued with a
liquidating  preference value of up to $4,400,  from the then existing assets of
the Company an amount equal the liquidation  preference of the then  outstanding
Series B  Preferred  Stock,  holders  of Series  AAA  Preferred  Stock  shall be
entitled  to  receive,  prior  and  in  preference  to any  distribution  of any
remaining  assets of the  Company to the  holders of Common  Stock and any other
Preferred  Stock not then equal or senior to the Series AA Preferred  Stock,  by
reason of their ownership thereof, an amount equal to the sum of $60.00 for each
outstanding  share of Series AAA Preferred  Stock (the "Original  Issue Price").
If, upon the  occurrence of the  liquidation,  dissolution  or winding up of the

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Company,  the assets and funds thereof  distributed to the holders of the Series
AAA Preferred  Stock shall be insufficient to permit the payment to such holders
in full of the  Original  Issue Price,  then the entire  assets and funds of the
Company, after the payment to the holders of the Series AAA Preferred Stock, the
Series A  Preferred  Stock and the Series B Preferred  Stock as provided  above,
legally  available  for  distribution  shall be  distributed  ratably  among the
holders  of the  Series  AAA  Preferred  Stock in  proportion  to the  amount of
Preferred Stock held by each holder.

         (b) In the event of a  liquidation  as  described  above,  all non-cash
assets of the Company shall be valued as follows:

            (i)  Securities  not subject to legend,  investment  letter or other
similar restrictions on free marketability:

               (A) If  traded on a  recognized  securities  exchange,  the value
shall be deemed to be the average of the  closing  prices of the  securities  on
such exchange over the thirty day period ending three days prior to the closing;

               (B) If  actively  traded  over-the-counter,  the  value  shall be
deemed  to be the  average  of the  closing  bid or sale  prices  (whichever  is
applicable)  over the thirty day period  ending three days prior to the closing;
and

               (C) If there is no active public  market,  the value shall be the
fair market value  thereof,  as mutually  determined by the  Company's  Board of
Directors, which determination shall be final absent fraud or manifest error.

            (ii)  Securities  subject  to  legend,  investment  letter  or other
similar  restrictions shall be valued by an appropriate discount from the market
value as determined in accordance with subsection (i) (C) above.

      4. Redemption. The holders of the Series AAA Preferred Stock shall have no
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right of redemption.

      5. Conversion.
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         (a)  Automatic  Conversion.  Each share of Series AAA  Preferred  Stock
shall be automatically  converted (the "Automatic  Conversion") into 62.4 shares
of the Company's Common Stock (the "Conversion Rate"),  subject to adjustment as
provided in Section 6 below,  immediately and only after stockholder approval or
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majority  shareholder  consent  for  such  conversion  has  been  obtained  (the
"Automatic  Conversion Event").  The Company shall provide each holder of Series
AAA  Preferred  Stock with notice of such  approval  within 15 days after it has
been obtained and within 30 days thereafter, it shall issue the number of shares
of Common Stock into which the Series AAA Preferred Stock has been converted and
deliver to the holder of the shares of converted  Series AAA  Preferred  Stock a
certificate or certificates therefor,  registered in his name, representing such
shares of

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Common Stock against delivery by the holder to the Company of the certificate or
certificates  representing  his shares of converted  Series AAA Preferred Stock.
After the Conversion Event has occurred,  all Series AAA stock shall become void
and cease to exist and the holders  thereof only shall have the right to receive
the shares of Common Stock issuable to them upon the occurrence of the Automatic
Conversion  against  delivery  of the  certificates  representing  the shares of
converted  Series AAA Preferred  Stock.  All holders of the Series AAA Preferred
Stock  shall vote their  shares in favor of the  Automatic  Conversion  and such
other actions as may be required to effect the Automatic  Conversion,  including
but not  limited to amending  the  Company's  Certificate  of  Incorporation  to
increase the number of shares of Common Stock the Company is authorized to issue
to  provide  for the  shares of Common  Stock that shall be needed to effect the
Automatic  Conversion.  The provisions of this Paragraph 5(a) may not be amended
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or  otherwise  changed  by either the  Company or the  holders of the Series AAA
Preferred  Stock and shall remain in full force and effect as long as any shares
of Series AAA Preferred Stock shall remain outstanding.

         (b)  Taxes  on  Shares  Issued.  The  issue of  stock  certificates  on
conversion  of Series AAA  Preferred  Stock shall be made without  charge to the
holders for any tax in respect of such issue. The Company shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the  issue and  delivery  of Common  Stock in any name  other  than that of a
holder of Series AAA Preferred  Stock,  and the Company shall not be required to
issue or deliver any  certificates  representing  such Common  Stock  unless and
until the person or persons  requesting the issue thereof shall have paid to the
Company the amount of such tax or shall have  established to the satisfaction of
the Company that such tax has been paid.

         (c)  Covenants  of the  Company  Relating  to  Conversion.  The Company
covenants and agrees that (i) it will use its best efforts,  as expeditiously as
possible,   to  obtain   stockholder   approval  to  amend  its  Certificate  of
Incorporation  to increase the number of shares of Common Stock it is authorized
to issue to one  billion  shares,  and (ii) from and after the date  hereof  and
until the date of conversion of the Series AAA Preferred Stock:

            (A) All shares of Common stock that may be issued upon conversion of
            Series AAA Preferred Stock will upon issue be validly issued,  fully
            paid and non-assessable, free from all taxes, liens and charges with
            respect to the issue  thereof  except as provided in Paragraph  5(b)
                                                                 ---------------
            above,  and will not be  subject  to the  preemptive  rights  of any
            stockholder of the Company;

            (B) If any shares of Common  Stock to be provided for the purpose of
            conversion  of Series AAA Preferred  Stock  require  approval of any
            governmental  authority  under any  federal or state law before such
            shares may be validly  issued upon  conversion,  the Company will in
            good faith and as  expeditiously  as possible attempt to secure such
            approval  and the  Company's  obligation  to  deliver  shares of the
            Common Stock upon

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            conversion of Series AAA Preferred  Stock shall be abated until such
            approval is obtained; and

            (C) If, and  thereafter so long as, the Common Stock shall be listed
            on any national securities exchange,  the Company will, if permitted
            by the rules of such  exchange,  list and keep listed so long as the
            Common  Stock  shall be so listed on such  exchange,  upon  official
            notice of issuance,  all Common Stock  issuable  upon  conversion of
            Series AAA Preferred Stock.

      6.  Adjustment in Conversion Rate.
          -----------------------------

         (a)  Adjustments  for Change in Capital  Stock.  Except as  provided in
Paragraph  6(g)  below,  if the  Company  shall (i)  declare a  dividend  on its
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outstanding  Common Stock in shares of its capital  stock,  (ii)  subdivide  its
outstanding  Common  Stock,  (iii) combine its  outstanding  Common Stock into a
smaller  number of  shares,  or (iv) issue any  shares of its  capital  stock by
reclassification  of its Common Stock  (including any such  reclassification  in
connection with a consolidation or merger in which the Company is the continuing
corporation), then in each such case the conversion privilege and the conversion
rate (the "Conversion Rate") in effect immediately prior to such action shall be
adjusted so that if the Series AAA Preferred Stock is thereafter converted,  the
holder  thereof  may  receive  the number and kind of shares  that he would have
owned  immediately  following such action if Series AAA Preferred Stock had been
converted  immediately  prior  to such  action.  Such  adjustment  shall be made
successively  whenever such an event shall occur.  The  adjustment  shall become
effective  immediately  after  the  record  date in the  case of a  dividend  or
distribution  and  immediately  after  the  effective  date  in  the  case  of a
subdivision, combination or reclassification.  If after an adjustment the holder
upon  conversion of Series AAA Preferred Stock may receive shares of two or more
classes of capital stock of the Company,  the Company's Board of Directors shall
determine the allocation of the adjusted  Conversion Rate between the classes of
capital stock.  After such allocation,  the conversion  privilege and Conversion
Rate of each class of capital stock shall thereafter be subject to adjustment on
terms comparable to those applicable to Common Stock in this Section 6.
                                                             ---------

         (b) Action to Permit Valid Issuance of Common Stock.  Before taking any
action which would cause an adjustment  reducing the  Conversion  Rate below the
then par value,  if any, of the shares of Common Stock issuable upon  conversion
of Series AAA Preferred  Stock, the Company will take all corporate action which
may, in the opinion of its  counsel,  be necessary in order that the Company may
validly  and  legally  issue  shares  of such  Common  Stock  at  such  adjusted
Conversion Rate.

         (c) Minimum  Adjustment.  No adjustment in the Conversion Rate shall be
required  if such  adjustment  is less than 1% of the then  existing  Conversion
Rate; provided,  however, that any adjustments which by reason of this Paragraph
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6(c) are not required to be made shall be carried forward and taken into account
----
in any subsequent  adjustment.  All  calculations  under this Section 6 shall be
                                                              ---------
made to the nearest one-hundredth of a share.

<PAGE>

         (d) Notice of Adjustment. Whenever the Conversion Rate is adjusted, the
Company shall  promptly mail to the holders of the Series AAA Preferred  Stock a
notice of the adjustment  together with a certificate  from the Company's  Chief
Financial  Officer briefly stating (i) the facts requiring the adjustment,  (ii)
the adjusted  Conversion  Rate and the manner of  computing  it, and the date on
which such adjustment becomes effective.  The certificate shall be evidence that
the adjustment is correct, absent manifest error.

         (e) Prohibition against Certain Reductions of Conversion Rate. Anything
to the  contrary  notwithstanding,  in no event  shall  the  Conversion  Rate be
reduced below the par value of the Common Stock.

         (f) Notice of Certain Transactions. If (i) the Company takes any action
that would require an adjustment in the Conversion Rate pursuant to this Section
                                                                         -------
6; or (ii) there is a liquidation  or  dissolution  of the Company,  the Company
-
shall mail to the holders of the Series AAA Preferred  Stock,  a notice  stating
the  proposed   record  date  for  a   distribution   or  effective  date  of  a
reclassification,   consolidation,   merger,  transfer,  lease,  liquidation  or
dissolution.  The  Company  shall mail the  notices at least 15 days before such
date.

         (g)  Reorganization  of Company.  If the Company  and/or the holders of
Common Stock are parties to a merger,  consolidation  or a transaction  in which
(i) the Company transfers or leases  substantially  all of its assets;  (ii) the
Company  reclassifies  or changes its  outstanding  Common  Stock;  or (iii) the
Common Stock is exchanged for securities,  cash or other assets;  the person who
is the  transferee  or lessee of such  assets or is  obligated  to deliver  such
securities,  cash or other assets shall assume the  obligations and terms of the
Series  AAA  Preferred  Stock.  If the  issuer of  securities  deliverable  upon
conversion of the Series AAA Preferred  Stock is an affiliate of the  surviving,
transferee or lessee corporation, that issuer shall join in such assumption. The
assumption  agreement  shall provide that the Series AAA  Preferred  Stock shall
convert into the kind and amount of  securities,  cash or other assets which the
holder of the Series AAA Preferred Stock would have owned  immediately after the
consolidation,  merger,  transfer, lease or exchange if his Series AAA Preferred
Stock  had  been  converted   immediately  before  the  effective  date  of  the
transaction.  The assumption  agreement shall provide for adjustments that shall
be as nearly  equivalent as may be practical to the adjustments  provided for in
this Section 6. The  successor  company  shall mail to all holders of the Series
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AAA Preferred Stock, a notice briefly  describing the assumption  agreement.  If
this subsection applies, Paragraph 6(a) above does not apply.
                         --------------

         7.  Registration Rights.
             -------------------

(a)  Demand  Registration  Rights.  Upon  receipt of notice  (the  "Registration
Request Notice")  requesting  registration under the Securities Act of 1933 (the
"Securities  Act")  by a  holder  of the  Series  AAA  Preferred  Stock  for the
registration  of the Series  AAA  Preferred  Stock  held by such  holder and the
Common  Stock  into  which his  Series  AAA  Preferred  Stock  may be  converted
(collectively  the  "Registerable  Securities"),  the Company will offer to each
other holder of Series AAA Preferred Stock the opportunity to

<PAGE>

include his Registerable  Securities in such registration.  The Company will use
its best  efforts  to file with the  Securities  and  Exchange  Commission  (the
"Commission")  as  promptly  as  practicable  but in no event later than 30 days
after its receipt of the Registration  Request Notice, a registration  statement
(the "Demand Registration Statement"), and will use its best efforts to have the
Demand Registration  Statement declared effective and remain effective until the
earliest of two years thereafter,  the date that all the Registerable Securities
registered thereby have been sold or, in the reasonable opinion of the Company's
counsel, the Registerable  Securities may be sold publicly without registration.
The  Company  will  also  use its  best  efforts  to  qualify  the  Registerable
Securities  under the  securities  laws of the state  where the  holder  resides
provided the Company is not required to execute a general  consent to service or
to qualify to do business in such state. This offer to each holder shall be made
within 10 days after the Company receives the Registration  Request Notice. If a
holder desires to include his Registerable Securities in the Demand Registration
Statement,  he shall notify the Company in writing  within 10 days after receipt
of such notice from the Company,  in which event the Company  shall  include the
holder's  Registerable  Securities in the Demand  Registration  Statement.  This
Demand  Registration  right may be exercised one time only. If the Holder elects
to include his Registerable  Securities in the Demand Registration Statement, he
will,  in a timely  fashion,  provide  the  Company  and its  counsel  with such
information  and execute such documents as the Company's  counsel may reasonably
require to prepare and process the Demand Registration  Statement. If the holder
elects not to include his  Registerable  Securities in the "Demand  Registration
Statement,"  he  shall  have  no  further  rights  to  the  registration  of his
Registerable Securities under this Section 7 (a).
                                   -------------

         (b) "Piggy Back" Registration Rights. If at any time after the issuance
of the Series AAA Preferred  Stock,  the Company proposes to file a Registration
Statement under the Securities Act with respect to any of its securities (except
one relating to employee benefit plans or a merger or similar  transaction),  it
shall give written  notice of its intention to effect such filing to all holders
of the  Series  AAA  Preferred  Stock  at least 30 days  prior  to  filing  such
Registration Statement (the "Piggy-Back Registration Statement").  If a holder's
Registerable  Securities  have not been  previously  registered  as  provided in
Section  7 (a)  above,  and the  holder  desires  to  include  his  Registerable
--------------
Securities in the Piggy-Back Registration Statement, he shall notify the Company
in writing  within 10 days after  receipt of such  notice from the  Company,  in
which event the Company  shall include the holder's  Registerable  Securities in
the  Piggy-Back  Registration  Statement.  If a holder  elects  to  include  his
Registerable  Securities in the Piggy-Back  Registration  Statement as set forth
herein, he shall, in a timely fashion,  provide the Company and its counsel with
such  information  and execute  such  documents  as its  counsel may  reasonably
require to prepare and process the Piggy-Back Registration Statement.

         (c) Copies of  Registration  Statements and  Prospectuses.  The Company
will provide each holder who elects to include his Registerable  Securities in a
Registration  Statement  as provided by this Section 7 with a copy of the Demand
                                             ---------
Registration Statement or Piggy-Back Registration Statement, as the case may be,
and any amendments thereto,  and copies of the final prospectus included therein
in such quantities as may reasonably be

<PAGE>

required  to permit the  holder to sell his  Registerable  Securities  after the
Demand Registration Statement or Piggy-Back  Registration Statement, as the case
may be, is declared effective by the Commission.

         (d) The  Company's  Obligation to Bear  Expenses of  Registration.  The
Company will bear all expenses (except underwriting discounts and commission, if
any,  and the  legal  fees and  expenses,  if any,  of  counsel  to the  holder)
necessary  and  incidental  to the  performance  of its  obligations  under this
Section 7.
---------

         (e)  Indemnification.  The Company and each holder  whose  Registerable
Securities are included in a Registration  Statement  pursuant to this Section 7
shall  provide   appropriate  cross  indemnities  to  each  other  covering  the
information   supplied  by  the   indemnifying   party  for  inclusion  in  such
Registration Statement.

         (f)  Restriction on Registration  Rights.  Anything to the contrary not
withstanding,  the Company  shall not be required to register  any  Registerable
Securities that, in the reasonable opinion of the Company's counsel, may be sold
pursuant to the exemption from registration  provided by Section (k) of Rule 144
promulgated under the Securities Act.

8.  Voting  Rights.  Effective  immediately  upon  filing  this  Certificate  of
    --------------
Designations  with the Secretary of State of Delaware,  each share of Series AAA
Preferred  Stock  shall have the right to cast 62.4 votes on any and all matters
brought before the Company's stockholders for a vote on an as-converted basis as
if each share of Series AAA Preferred  Stock had already  converted  into Common
Stock.

9.  Protective  Provisions.  So long as any shares of Series AAA Preferred Stock
    ----------------------
are outstanding, the Company shall not, without first obtaining the approval (by
vote or by written  consent,  as  provided  by law) of the holders of at least a
majority of the then outstanding  shares of Series AAA Preferred Stock (i) alter
or change the rights,  preferences  of  privileges  of the Series AAA  Preferred
Stock so as to  affect  adversely  such  Series  AAA  Preferred  Stock;  or (ii)
increase or decrease  (other than by redemption or conversion  into Common Stock
as  provided  herein)  the total  number  of  authorized  shares  of Series  AAA
Preferred  Stock; or (iii) authorize or issue, or obligate itself to issue,  any
other  equity  security,  including  any  other  security  convertible  into  or
exercisable  for any equity  security  having a preference  over,  or being on a
parity with, the Series AAA Preferred Stock.

10.  Notices.  Any notice  required by the provisions  hereof to be given to the
     -------
holders of the Series AAA Preferred  Stock shall be deemed given if deposited by
mail,  postage  prepaid,  and  addressed  to each holder of record at his or her
address appearing on the books of the Company.


/s/ George W. Benoit
-------------------------
George W. Benoit
Chairman of the Board and
Chief Executive Officer