Exhibit 2.1

              AGREEMENT AND PLAN OF MERGER BETWEEN CNE GROUP, INC.
         AND ARROW DEVELOPMENT RESOURCES LTD. DATED AS OF AUGUST 1, 2005

This  Agreement  and Plan of Merger is  entered  into as of August 1, 2005 (this
"Agreement") by and between CNE Group, Inc., a Delaware  corporation ("CNE") and
Arrow Resources Development Ltd., a Bermuda limited company ("ARR") (CNE and ARR
being hereinafter collectively referred to as the "Constituent Corporations").

WHEREAS,  the Board of Directors of CNE and the Board of Directors of ARR,  have
each  approved  and  deem  it  advisable  and in the  best  interests  of  their
respective  stockholders  to consummate the  combination of ARR and CNE upon the
terms and subject to the conditions of this Agreement;

WHEREAS,  it is intended that the combination be accomplished by a merger of CNE
with and into ARR (the "Merger");

WHEREAS,  in consideration  for entering into this Agreement,  CNE has issued to
Arrow Pacific  Resources (S) Pte. Ltd., the sole  shareholder of ARR, 20 million
shares of Series AAA convertible  preferred  stock of CNE that are  convertible,
upon  approval  of the  shareholders  of CNE of the Merger and the filing of the
required   documents  in  connection   therewith,   into  common  stock  of  CNE
representing 96% of all equity of ARR on a fully-diluted basis.

WHEREAS,  each of CNE and ARR intend  that the  Merger  will be treated as a tax
free reorganization  which meets the requirements of Section 368(a)(1)(A) of the
Internal Revenue Code of 1986, as amended (the "Code"); and

WHEREAS,   the  Board  of  Directors  of  CNE  has  approved  the   transactions
contemplated  by this  Agreement  and the  transactions  contemplated  hereby in
accordance with Section 251 of the Delaware General Corporations Law ("DGCL").

NOW,   THEREFORE,   in   consideration  of  the  foregoing  and  the  respective
representations,  warranties,  covenants and  agreements  set forth herein,  the
parties hereto agree as follows:

                                    ARTICLE I
                                   THE MERGER

Section 1.1 The Merger.  Upon the terms and subject to the conditions  contained
in this  Agreement,  and in accordance  with the DGCL, at the Effective Time (as
herein defined),  CNE shall be merged with and into ARR, the separate  corporate
existence of CNE shall thereupon  cease, and ARR shall continue as the Surviving
Company (sometimes hereinafter referred to as the "Surviving Company") and shall
continue its corporate  existence under the laws of Bermuda.  All of the rights,
privileges,  powers,  immunities,  purposes and  franchises of ARR and CNE shall
vest in the Surviving Company and all of the debts, liabilities, obligations and
duties of ARR and CNE shall  become  the  debts,  liabilities,  obligations  and
duties of the Surviving Company.

Section 1.2 Closing.  Subject to the terms and conditions of this Agreement, the
closing of the transactions contemplated by this Agreement (the "Closing") shall
take place at the offices of

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ARR at 10:00 a.m., local time, on the second business day after which all of the
conditions set forth in Article VII are first satisfied or waived (provided that
if all such  conditions  do not  continue to be so  satisfied  or waived on such
second  business day, the Closing shall be  automatically  extended from time to
time until the first  subsequent  business day on which all such  conditions are
again so satisfied or waived,  subject,  however, to Section 8.1(b)), or on such
other date and at such other time and place as CNE and ARR shall agree (the date
on which the Closing  actually  occurs being  referred to herein as the "Closing
Date").

Section 1.3  Effective  Time.  The Merger shall become  effective at the time of
filing  of,  or at  such  later  time  specified  in,  (a) a  properly  executed
Certificate of Merger,  in the form required by and executed in accordance  with
the  DGCL,  filed  with the  Secretary  of State of the  State of  Delaware,  in
accordance  with the  provisions of Section 251 of the DGCL;  and (b) a properly
executed  merger  certification,  in  the  form  required  by  and  executed  in
accordance  with the Bermudan  Companies  Act 1981,  filed with the Registrar of
Companies of Bermuda,  in accordance with the Bermudan  Companies Act 1981. Such
filings shall be made contemporaneously with, or immediately after, the Closing.
When used in this Agreement,  the term "Effective  Time" shall mean the date and
time at which the Merger shall become effective.

Section  1.4  Certificate  of  Incorporation,   Memorandum  of  Association  and
Bye-Laws.  At the Effective Time, the Certificate of Incorporation of ARR, as in
effect immediately prior to the Effective Time, shall be amended and restated as
set forth in Exhibit A hereto.  The Certificate of  Incorporation  of ARR, as so
amended at the Effective Time,  shall be the Certificate of Incorporation of the
Surviving  Company until  thereafter  amended in accordance with applicable law.
The  Memorandum  of  Association  of ARR,  in  effect  immediately  prior to the
Effective Time, shall be amended as set forth in Exhibit B hereto.  The Bye-Laws
of ARR, in effect  immediately  prior to the Effective Time, shall be amended as
set forth in Exhibit C hereto.  The  Bye-Laws of ARR, as so amended and restated
at the  Effective  Time,  shall be the Bye-Laws of the  Surviving  Company until
thereafter amended in accordance with applicable law.

Section 1.5 Directors and Officers.  The seven  individuals  whose names are set
forth on  Exhibit  D hereto  shall be the  initial  directors  of the  Surviving
Company  and shall hold office from the  Effective  Time until their  respective
successors are duly elected or appointed and qualified in the manner provided in
the  Certificate  of  Incorporation  or Bye-Laws of the Surviving  Company or as
otherwise  provided  by  law.  Two of  the  directors  are  current  CNE  inside
directors,  two are  designees  of ARR and three are  independent  directors  as
defined by the American  Stock  Exchange.  The  individuals  whose names are set
forth on Exhibit E hereto at the Effective Time shall be the initial officers of
the Surviving  Company and shall hold office from the Effective Time until their
respective  successors are duly elected or appointed and qualified in the manner
provided in the  Certificate  of  Incorporation  or  Bye-Laws  of the  Surviving
Company or as otherwise provided by law.

                                   ARTICLE II
                              CONVERSION OF SHARES

Section 2.1  Conversion of Shares.  As of the  Effective  Time, by virtue of the
Merger and without any action on the part of any holder of any shares of capital
stock of ARR or CNE:

(a)   Each  share  of  ARR  issued  and  outstanding  immediately  prior  to the
      Effective Time shall remain outstanding.

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(b)   Each  share of Common  Stock of CNE ("CNE  Common  Stock"),  or a fraction
      thereof,  issued and outstanding  immediately  prior to the Effective Time
      (other than CNE  Dissenting  Shares (as herein  defined) and shares of CNE
      Common Stock to be canceled  pursuant to Section  2.1(c)  hereof) shall be
      converted  into  one (or a  fraction  thereof,  as the  case  may be) duly
      issued, validly authorized, fully paid and nonassessable share of ARR. All
      such shares of CNE Common Stock when so converted shall  automatically  be
      canceled  and retired and cease to exist and holders of such shares of CNE
      Common Stock shall cease to have any rights as stockholders of CNE.

(c)   All shares of CNE Common Stock that are owned by CNE as treasury  stock or
      shares of CNE Common Stock,  owned by any direct or indirect  wholly-owned
      Subsidiary  of CNE shall  automatically  be canceled and retired and shall
      cease to exist and no cash, shares of ARR, or other consideration shall be
      delivered or deliverable in exchange therefor.  As used in this Agreement,
      a "Subsidiary" of any person means another person, an amount of the voting
      securities,  other  voting  ownership or voting  partnership  interests of
      which is sufficient to elect at least a majority of its Board of Directors
      or other governing body (or, if there are no such voting interests, 50% or
      more of the equity  interests of which) is owned directly or indirectly by
      such first person.

(d)   All shares of CNE Common Stock to be converted  pursuant to Section 2.1(a)
      or (b) (as the case may be), issued and outstanding  immediately  prior to
      the Effective Time, shall no longer be outstanding and shall automatically
      be  canceled  and  retired  and shall  cease to exist and each holder of a
      certificate  which  immediately  prior to the Effective  Time  represented
      outstanding shares of CNE Common Stock (the "Certificates") shall cease to
      have any rights as stockholders of CNE.

Section 2.2 Exchange Procedures.

(a)   ARR shall designate a bank or trust company  reasonably  acceptable to CNE
      to act as Exchange Agent  hereunder (the  "Exchange  Agent").  Immediately
      following the Effective  Time,  the Surviving  Company shall  deliver,  in
      trust, to the Exchange Agent,  for the benefit of the holders of shares of
      CNE Common Stock for exchange in accordance  with this Article II, through
      the Exchange  Agent,  certificates  evidencing  the shares of ARR issuable
      pursuant to Section 2.1 in exchange for  outstanding  shares of CNE Common
      Stock (the "Exchange Fund").

(b)   As soon as practicable  after the Effective  Time,  the Surviving  Company
      shall  cause  the  Exchange  Agent to mail to each  holder  of record of a
      Certificate or Certificates (i) a form of letter of transmittal specifying
      that  delivery  shall  be  effected,  and  risk of loss  and  title to the
      Certificates  shall pass, only upon proper delivery of the Certificates to
      the Exchange  Agent and (ii)  instructions  for use in  surrendering  such
      Certificates in exchange for certificates representing shares of ARR. Upon
      surrender  of a  Certificate  for  cancellation  to  the  Exchange  Agent,
      together with such letter of  transmittal,  duly  executed,  the holder of
      such  Certificate  shall be entitled to receive in exchange  therefor  (A)
      certificates  representing  that  number of  shares of ARR into  which the
      shares of CNE Common Stock,  represented  by the  surrendered  Certificate
      have been  converted at the Effective Time pursuant to Section 2.1 hereof,
      and (B) any  dividends  or other  distributions  to which  such  holder is
      entitled pursuant to Section 2.3, and the Certificate so surrendered shall
      forthwith be canceled.  Until  surrendered as contemplated by this Section
      2.2(b), each Certificate shall be deemed from and after the Effective Time
      to

<PAGE>

      represent  only the right to receive upon such surrender the shares of ARR
      and any dividends or  distributions  of ARR in accordance with Section 2.3
      hereof. Neither the Exchange Agent nor any party hereto shall be liable to
      a holder of shares of CNE  Common  Stock for any  amount  paid to a public
      official pursuant to any applicable abandoned property, escheat or similar
      law.

(c)   If any  Certificate  shall have been lost,  stolen or destroyed,  upon the
      making  of  an  affidavit  of  that  fact  by  the  person  claiming  such
      Certificate  to be lost,  stolen or  destroyed  and,  if  required  by the
      Surviving  Company,  the  posting  by  such  person  of a  bond,  in  such
      reasonable  amount as the  Surviving  Company  may  direct,  as  indemnity
      against  any  claim  that  may be made  against  it with  respect  to such
      Certificate,  the  Exchange  Agent will issue in  exchange  for such lost,
      stolen or destroyed  Certificate the applicable  certificate  representing
      shares of ARR in  accordance  with Section 2.1 hereof and any dividends or
      other  distributions to which the holders thereof are entitled pursuant to
      Section 2.3 hereof.

Section 2.3  Dividends;  Transfer  Taxes;  Withholding.  No  dividends  or other
distributions that are declared on or after the Effective Time on shares of ARR,
or are payable to the holders of record  thereof who became such on or after the
Effective Time,  shall be paid to any person entitled by reason of the Merger to
receive  certificates  representing  shares of ARR, and no  distribution of cash
consideration,  until such person shall have surrendered its  Certificate(s)  as
provided in Section 2.2 hereof.  Subject to applicable  law, there shall be paid
to each person receiving a certificate  representing  such shares of ARR, at the
time of such surrender or as promptly as practicable  thereafter,  the amount of
any dividends or other distributions theretofore paid with respect to the shares
of ARR represented by such  certificate and having a record date on or after the
Effective  Time but prior to such  surrender and a payment date on or subsequent
to such  surrender.  In no event  shall the  person  entitled  to  receive  such
dividends  or other  distributions  be  entitled  to  receive  interest  on such
dividends or other distributions. If any cash or certificate representing shares
of ARR is to be paid to or  issued  in a name  other  than  that  in  which  the
Certificate  surrendered  in  exchange  therefor  is  registered,  it shall be a
condition of such exchange that the Certificate so surrendered shall be properly
endorsed  and  otherwise  in  proper  form for  transfer  and  that  the  person
requesting  such exchange  shall pay to the Exchange Agent any transfer or other
taxes required by reason of the issuance of such certificate representing shares
of ARR and the  distribution  of such cash  payment in a name other than that of
the registered  holder of the Certificate so surrendered,  or shall establish to
the  satisfaction  of the  Exchange  Agent that such tax has been paid or is not
applicable.  The  Surviving  Company or the Exchange  Agent shall be entitled to
deduct and withhold from the  consideration  otherwise  payable pursuant to this
Agreement  to any holder of CNE  Common  Stock  such  amounts  as the  Surviving
Company or the  Exchange  Agent are  required to deduct and  withhold  under the
Code, or any  provision of state,  local or foreign tax law, with respect to the
making of such  payment.  To the extent  that  amounts  are so  withheld  by the
Surviving  Company or the Exchange Agent, such withheld amounts shall be treated
for all purposes of this  Agreement as having been paid to the holder of the CNE
Common Stock in respect of whom such deduction and  withholding  was made by the
Surviving Company or the Exchange Agent.

Section  2.4  Return  of  Exchange  Fund.   Any  portion  of  the   certificates
representing  shares of ARR and any dividends or distributions  payable pursuant
to Section 2.3 hereof, which remains  undistributed to the former holders of CNE
Common  Stock for one year after the  Effective  Time shall be  delivered to the
Surviving  Company,  upon its request,  and any such former holders who have not
theretofore surrendered to the Exchange Agent their Certificate(s) in compliance
with

<PAGE>

this Article II shall thereafter look only to the Surviving  Company for payment
of their claim for shares of ARR and any dividends or distributions with respect
to such shares of ARR (in each case,  without  interest  thereon).  The Exchange
Agent shall invest any cash  included in the Exchange  Fund,  as directed by the
Surviving  Company,  on a daily basis.  Any interest and other income  resulting
from such investments shall be paid to the Surviving Company.

Section 2.5 Options and Warrants.

(a)   Following  the  Effective  Time,  each  outstanding  option and warrant to
      purchase shares of ARR shall remain outstanding and unchanged.

(b)   Not later than the Effective  Time,  each option to purchase shares of CNE
      Common Stock (each a "CNE Stock Option") which is outstanding  immediately
      prior to the  Effective  Time  pursuant to any stock option plan of CNE in
      effect on the date  hereof  (the  "CNE  Stock  Plans")  shall  become  and
      represent an option to purchase the number of shares of ARR (a "Substitute
      CNE Option"),  decreased to the nearest  whole share.  After the Effective
      Time,  except as provided  above in this Section 2.5, each  Substitute CNE
      Stock Option shall be  exercisable  upon the same terms and  conditions as
      were applicable to the related CNE Stock Option  immediately  prior to the
      Effective  Time,  and each  Substitute CNE Stock Option shall be vested to
      the extent  provided  in the related CNE Stock  Option.  This  Section 2.5
      shall be subject to any contrary provision contained in the applicable CNE
      Stock Plan or in the option agreement with respect to any CNE Stock Option
      outstanding  thereunder,  but,  subject  to the other  provisions  of this
      Agreement,  CNE shall  use its  reasonable  best  efforts  to  obtain  any
      necessary consents of the holders of such CNE Stock Options to effect this
      Section 2.5.

(c)   Not later than the Effective  Time, each warrant to purchase shares of CNE
      Common Stock (each a "CNE Stock Warrant") which is outstanding immediately
      prior to the  Effective  Time  pursuant to any stock option plan of CNE in
      effect on the date  hereof  (the  "CNE  Stock  Plans")  shall  become  and
      represent a warrant to purchase the number of shares of ARR (a "Substitute
      CNE Warrant"),  decreased to the nearest whole share.  After the Effective
      Time,  except as provided  above in this Section 2.5, each  Substitute CNE
      Stock Warrant shall be  exercisable  upon the same terms and conditions as
      were applicable to the related CNE Stock Warrant  immediately prior to the
      Effective  Time, and each  Substitute CNE Stock Warrant shall be vested to
      the extent  provided in the related CNE Stock  Warrant.  This  Section 2.5
      shall be subject to any contrary provision contained in the applicable CNE
      Stock  Plan or in the  warrant  agreement  with  respect  to any CNE Stock
      Warrant  outstanding  thereunder,  but, subject to the other provisions of
      this  Agreement,  CNE shall use its reasonable  best efforts to obtain any
      necessary  consents  of the  holders of such CNE Stock  Warrants to effect
      this Section 2.5.

Section 2.6 Closing of Transfer  Books.  At the  Effective  Time, no transfer of
shares of CNE Common  Stock shall  thereafter  be made,  and the stock  transfer
books of CNE and ARR shall be closed to such  extent.  If,  after the  Effective
Time,  Certificates  are  presented  to the  Surviving  Company,  they  shall be
canceled and exchanged as provided in this Article II.

Section 2.7 Dissenting Shares. Notwithstanding anything in this Agreement to the
contrary,  shares of CNE Common Stock (subject to confirmation of no dissenter's
rights for Company stockholders)  outstanding immediately prior to the Effective
Time held by a holder  (if any) who is  entitled  to  demand,  and who  properly
demands,  appraisal for such shares in  accordance  with Section 262 of the DGCL
("CNE Dissenting Shares"), shall not be converted into a right to

<PAGE>

receive  shares of ARR unless such holder  fails to perfect or  otherwise  loses
such holder's  right to appraisal,  if any. If, after the Effective  Time,  such
holder  fails  to  perfect  or  loses  any such  right  to  appraisal,  such CNE
Dissenting  Shares  shall be  treated  as if they had been  converted  as of the
Effective  Time into a right to receive  shares of ARR.  CNE shall  give  prompt
notice to ARR of any  demands  received  by CNE for  appraisal  of shares of CNE
Common Stock, and ARR shall have the right to participate in any negotiations or
proceedings with respect to such demands. Prior to the Effective Time, CNE shall
not,  without the prior written consent of ARR (which should not be unreasonably
withheld), make any payments with respect to, or settle, any such demands.

Section 2.8 Further  Assurances.  If, at any time after the Effective  Time, the
Surviving  Company shall  consider or be advised that any deeds,  bills of sale,
assignments,  assurances  or any  other  actions  or  things  are  necessary  or
desirable to vest,  perfect or confirm of record or  otherwise in the  Surviving
Company  its  right,  title  or  interest  in,  to or under  any of the  rights,
properties  or assets of CNE or ARR acquired or to be acquired by the  Surviving
Company as a result of, or in connection  with, the Merger or otherwise to carry
out this Agreement, the officers of the Surviving Company shall be authorized to
execute  and  deliver,  in the  name  and on  behalf  of  each of CNE and ARR or
otherwise, all such deeds, bills of sale, assignments and assurances and to take
and do, in such names and on such behalves or otherwise,  all such other actions
and things as may be necessary or desirable to vest,  perfect or confirm any and
all right, title and interest in, to and under such rights, properties or assets
in the  Surviving  Company  or  otherwise  to  carry  out the  purposes  of this
Agreement.

                                   ARTICLE III
                      REPRESENTATIONS AND WARRANTIES OF ARR

Except as set forth in the ARR Disclosure Schedule delivered by ARR to CNE at or
prior to the execution of this Agreement (the "ARR Disclosure  Schedule")  (each
section of which  qualifies  the  correspondingly  numbered  representation  and
warranty), ARR represents and warrants to CNE as follows:

Section 3.1 Organization and Good Standing. ARR is a corporation duly organized,
validly  existing  and in good  standing  under the laws of Bermuda  and has the
corporate  power  and  authority  to carry on its  business  as it is now  being
conducted. ARR is duly qualified as a foreign corporation to do business, and is
in good  standing,  in each  jurisdiction  where the character of its properties
owned  or  held  under  lease  or  the  nature  of  its  activities  makes  such
qualification necessary,  except where the failure to be so qualified or in good
standing  would  not have a  material  adverse  effect,  individually  or in the
aggregate, on the business, financial condition, or results of operations of ARR
or, if  applicable,  the ability of ARR to  consummate  the Merger and the other
transactions contemplated by this Agreement (an "ARR Material Adverse Effect").

Section  3.2  Certificate  of  Incorporation,   Memorandum  of  Association  and
Bye-Laws.  Complete  and correct  copies of the  Certificate  of  Incorporation,
Memorandum of  Association  and  Bye-laws,  each as amended to date, of ARR have
been made  available to CNE. The  Certificate  of  Incorporation,  Memorandum of
Association  and  Bye-laws  of ARR are in full force and  effect.  ARR is not in
violation  of any  material  provision  of  its  Certificate  of  Incorporation,
Memorandum of Association or Bye-laws.

Section 3.3 Capitalization.

<PAGE>

(a)   As of the date hereof,  the  authorized  capital  stock of ARR consists of
      1,200,000  shares,  par value US$.01 per share. All outstanding  shares of
      ARR are validly issued,  fully paid and  nonassessable  and not subject to
      preemptive rights.

(b)   Except  as  described  in this  Section  3.3 and as  contemplated  by this
      Agreement (i) no shares of capital stock or other equity securities of ARR
      are authorized, issued or outstanding, or reserved for issuance, and there
      are no options,  warrants or other rights (including registration rights),
      agreements, arrangements or commitments of any character to which ARR is a
      party  relating to the issued or unissued  capital  stock or other  equity
      interests of ARR,  requiring ARR to grant, issue or sell any shares of the
      capital stock or other equity interests of ARR by sale, lease,  license or
      otherwise;  (ii)  ARR has no  obligations,  contingent  or  otherwise,  to
      repurchase, redeem or otherwise acquire any shares of the capital stock or
      other equity interests of ARR; (iii) ARR does not, directly or indirectly,
      own,  and has not agreed to purchase  or  otherwise  acquire,  the capital
      stock or other equity  interests of, or any interest  convertible  into or
      exchangeable  or  exercisable  for  such  capital  stock  or  such  equity
      interests, of any corporation,  partnership, joint venture or other entity
      which  would be  material  in value to ARR;  and (iv)  there are no voting
      trusts,  proxies or other agreements or  understandings  to which ARR is a
      party with  respect to the voting of any shares of capital  stock or other
      equity interests of ARR.

Section 3.4 Subsidiaries. ARR has no Subsidiaries.

Section 3.5 Corporate Authority.

(a)   ARR has the requisite corporate power and authority to execute and deliver
      this Agreement and to consummate the transactions contemplated hereby. The
      execution and delivery by ARR of this  Agreement and the  consummation  by
      ARR of the transactions  contemplated hereby, have been duly authorized by
      its Board of Directors and,  except for the approval and adoption of ARR's
      stockholders   with  respect  to  this  Agreement  and  the   transactions
      contemplated  hereby,  no  other  corporate  action  on the part of ARR is
      necessary to authorize the execution and delivery by ARR of this Agreement
      and the consummation by it of the transactions  contemplated  hereby. This
      Agreement has been duly  executed and  delivered by ARR and  constitutes a
      valid and  binding  agreement  of ARR and is  enforceable  against  ARR in
      accordance with its terms,  except to the extent that (i) such enforcement
      may be subject to any bankruptcy, insolvency, reorganization,  moratorium,
      fraudulent transfer or other laws, now or hereafter in effect, relating to
      or limiting  creditors'  rights  generally and (ii) the remedy of specific
      performance  and  injunctive  and other forms of  equitable  relief may be
      subject to equitable  defense,  and to the  discretion of the court before
      which any proceeding therefor may be brought.

(b)   Prior to execution and delivery of this Agreement,  the Board of Directors
      of ARR  (at a  meeting  duly  called  and  held)  has  (i)  approved  this
      Agreement,  the Merger and the other transactions  contemplated hereby and
      thereby,  (ii) determined that the  transactions  contemplated  hereby are
      fair to and in the best  interests  of the holders of ARR shares and (iii)
      determined  to  recommend  this  Agreement,   the  Merger  and  the  other
      transactions  contemplated  hereby to ARR's  stockholders for approval and
      adoption  at  a  stockholders  meeting  (it  being  understood  that  such
      determination  is  subject  to any  future  determination  by the Board of
      Directors of ARR, in good faith and as advised by


<PAGE>

      outside counsel,  that such  recommendation  may be inconsistent  with the
      fiduciary  obligations  of the Board of Directors of ARR under  applicable
      law). The affirmative vote of the holders of a majority of the outstanding
      shares  of ARR is the only vote of the  holders  of any class or series of
      ARR's capital stock necessary to approve and adopt the Merger Agreement.

Section 3.6 Compliance with Applicable Law. ARR holds, and is in compliance with
the terms of, all permits,  licenses,  exemptions,  orders and  approvals of all
Governmental  Entities (as hereinafter defined) necessary for the conduct of its
business ("Company Permits"), except for failures to hold or to comply with such
permits, licenses,  exemptions, orders and approvals which would not have an ARR
Material Adverse Effect. With respect to ARR Permits, to the knowledge of ARR no
action or proceeding is pending or threatened that would  reasonably be expected
to have an ARR Material  Adverse Effect.  The business of ARR is being conducted
in compliance  with all applicable  laws,  ordinances,  regulations,  judgments,
decrees or orders  ("Applicable Law") of governmental or regulatory  authorities
or  administrative  agency or commission (a "Governmental  Entity"),  except for
violations or failures to so comply that would not have an ARR Material  Adverse
Effect.  To the knowledge of ARR, no investigation or review by any Governmental
Entity with respect to ARR is pending or  threatened,  other than, in each case,
those  which  would not  reasonably  be likely to have an ARR  Material  Adverse
Effect.

Section 3.7  Non-Contravention.  The execution and delivery of this Agreement do
not, and the consummation of the transactions contemplated hereby and compliance
with the provisions  hereof will not, (i) result in any violation of, or default
(with or  without  notice or lapse of time,  or both)  under,  or give rise to a
right of  termination,  cancellation or acceleration of any obligation or to the
loss of a material  benefit under any loan,  guarantee of indebtedness or credit
agreement,  note,  bond,  mortgage,   indenture,  lease,  agreement,   contract,
instrument,  permit,  concession,  franchise,  right  or  license  (any  of  the
foregoing,  a  "Contract")  applicable  to ARR, or result in the creation of any
Lien upon any of the properties or assets of ARR, (ii) conflict or result in any
violation of any provision of the  Certificate of  Incorporation,  Memorandum of
Association or Bye-Laws or other  equivalent  organizational  document,  in each
case as amended, of ARR, (iii) subject to the governmental filings referenced in
clause (i) of Section 3.8, conflict with or violate any judgment, order, decree,
statute,  law,  ordinance,  rule or  regulation  applicable to ARR or any of its
properties or assets, other than, in the case of clauses (i) and (iii), any such
violations,  conflicts,  defaults, rights, losses or Liens that, individually or
in the aggregate, would not have an ARR Material Adverse Effect.

Section 3.8 Government  Approvals;  Required Consents. No filing or registration
with,  or  authorization,  consent or approval  of, any  Governmental  Entity is
required by or with respect to ARR in connection with the execution and delivery
of  this  Agreement  by  ARR  or  is  necessary  for  the  consummation  of  the
transactions  contemplated hereby (including,  without  limitation,  the Merger)
except:  (i)  in  connection,  or in  compliance,  with  the  provisions  of the
Securities  Act of 1933,  as amended  (the  "Securities  Act"),  the  Securities
Exchange Act of 1934, as amended (the "Exchange  Act"),  any state securities or
"Blue Sky" law and any  requirements of any foreign or  supranational  antitrust
law, (ii) for the filing of a Certificate  of Merger with the Secretary of State
of the State of Delaware and the  Registrar of Companies of Bermuda,  (iii) such
consents, approvals,  authorizations,  permits, filings and notifications listed
in  the  ARR  Disclosure   Schedule  and  (iv)  such  other  consents,   orders,
authorizations,  registrations, declarations and filings the failure of which to
obtain or make would not, individually or in the aggregate, have an ARR Material
Adverse Effect.


<PAGE>

Section  3.9  Absence of Certain  Changes or Events.  Since May 26, 2005 ARR has
conducted  its  business  and  operations  in  the  ordinary  and  usual  course
consistent  with  past  practice  and  there  has not  occurred  (i) any  event,
condition or  occurrence  having or that would  reasonably  be expected to have,
individually  or in the  aggregate,  an ARR Material  Adverse  Effect;  (ii) any
damage,  destruction  or loss  (whether or not covered by  insurance)  having or
which would reasonably be expected to have, individually or in the aggregate, an
ARR Material Adverse Effect; or (iii) any declaration,  setting aside or payment
of any dividend or distribution of any kind by ARR on its shares.

Section  3.10  Actions  and  Proceedings.   There  are  no  outstanding  orders,
judgments,  injunctions,  awards or decrees of any  Governmental  Entity against
ARR, any of its properties, assets or business, or, to the knowledge of ARR, any
of ARR's  current or former  directors  or officers or any other person whom ARR
has agreed to  indemnify,  as such,  that would  reasonably be expected to have,
individually  or in  the  aggregate,  an ARR  Material  Adverse  Effect.  To the
knowledge  of  ARR,  there  are no  actions,  suits  or  legal,  administrative,
regulatory or arbitration  proceedings pending or threatened against ARR, any of
its  properties,  assets or business,  or, to the knowledge of ARR, any of ARR's
current or former  directors or officers or any other person whom ARR has agreed
to indemnify,  as such,  that relates to the  transactions  contemplated by this
Agreement  or would  reasonably  be  expected  to have,  individually  or in the
aggregate,  an ARR Material  Adverse Effect.  To ARR's  knowledge,  there are no
facts or circumstances  specific to ARR which, if known to a third party,  would
reasonably  be  expected to result in such a suit or  proceeding  which could be
expected to have an ARR Material Adverse Effect.

Section 3.11 Contracts.  Each Contract entered into by ARR is valid, binding and
enforceable  and in full force and  effect,  except  where  failure to be valid,
binding and  enforceable  and in full force and effect would not  reasonably  be
expected to have an ARR Material Adverse Effect and there are no defaults by ARR
or, to the knowledge of ARR,  another party  thereto,  thereunder,  except those
defaults that would not  reasonably be expected to have an ARR Material  Adverse
Effect. ARR is not a party to or bound by any  non-competition  agreement or any
other  agreement or obligation  which purports to limit in any material  respect
the manner in which, or the localities in which,  ARR is entitled to conduct all
or any material portion of the business of ARR taken as a whole.

Section 3.12 Taxes.

(a)   As used in this  Agreement,  the following  terms shall have the following
      meanings:  the term "Taxes" means all federal,  state, local,  foreign and
      other net income,  gross income,  gross  receipts,  sales use, ad valorem,
      transfer,  franchise,  profits,  license,  lease,  service,  service  use,
      withholding,  payroll,  employment,  excise, severance, stamp, occupation,
      premium, property, windfall profits, customs, duties or other taxes, fees,
      assessments  or charges of any kind  whatever,  together with any interest
      any  penalties,  additions  to  tax or  additional  amounts  with  respect
      thereto; and the term "Returns" means all returns, declarations,  reports,
      statements and other  documents  required to be filed in respect of Taxes.
      All  citations  to the Code,  or to the Treasury  Regulations  promulgated
      thereunder,  shall include any  amendments or any  substitute or successor
      provisions thereto.

(b)   There  have been  properly  completed  and filed on a timely  basis and in
      correct  form all  Returns  required to be filed by ARR. As of the time of
      filing,  the Returns  correctly  reflected the facts regarding the income,
      business, assets, operations, activities, status


<PAGE>

      or other  matters  of ARR or any other  information  required  to be shown
      thereon.  An  extension  of time within which to file any Return which has
      not been filed has not been requested or granted.

(c)   With  respect to all amounts in respect of Taxes  imposed upon ARR, or for
      which ARR is or could be liable,  whether to taxing  authorities  (as, for
      example,  under law) or to other  persons or entities  (as,  for  example,
      under tax allocation  agreements),  with respect to all taxable periods or
      portions of periods  ending on or before the Closing Date,  all applicable
      tax laws and  agreements  have been fully  complied  with, and all amounts
      required to be paid by ARR, to taxing  authorities or others, on or before
      the date hereof have been paid.

(d)   No issues  have been  raised  (and are  currently  pending)  by any taxing
      authority in  connection  with any of the Returns filed by ARR. No waivers
      of statutes of limitation  with respect to such Returns have been given by
      or requested from ARR. All deficiencies  asserted or assessments made as a
      result of any examinations have been fully paid, or are fully reflected as
      a liability in ARR's financial statements contained or are being contested
      in good faith and an adequate reserve therefor has been established and is
      fully reflected in the financial statements.

(e)   ARR is not a party to or bound by any tax  indemnity,  tax  sharing or tax
      allocation agreement.

(f)   ARR has not agreed to make,  and is not required to make,  any  adjustment
      under  section  481(a) of the Code by  reason  of a change  in  accounting
      method or otherwise.

(g)   ARR is not a party to any  agreement,  contract,  arrangement or plan that
      has  resulted or would  result,  separately  or in the  aggregate,  in the
      payment of any "excess  parachute  payments" within the meaning of Section
      280G of the Code.

(h)   The unpaid Taxes of ARR do not exceed the reserve for tax  liability  with
      respect to ARR (excluding  any reserve for deferred  Taxes  established to
      reflect  timing  differences  between  book and tax  income)  set forth or
      included in ARR's financial statements as adjusted for the passage of time
      through the Closing Date, in accordance with the past practices of ARR.

(i)   The transactions  contemplated herein will not result in restorations into
      income of amounts deferred under the consolidated return regulations, such
      as those relating to intercompany transactions,  excess loss accounts, and
      the like.

(j)   The  transactions   contemplated   herein  are  not  subject  to  any  tax
      withholding provisions of law or regulations.

(k)   No breach of any of the foregoing  representations  and warranties in this
      Section 3.12 shall be deemed to exist unless such breach would have an ARR
      Material Adverse Effect.

Section  3.13 Title to  Properties;  Encumbrances.  Except as  described  in the
following  sentence,  each of ARR  has  good,  valid  and,  in the  case of real
property,  marketable  title to, or a valid  leasehold  interest  in, all of its
material  properties  and assets  (real,  personal,  tangible  and  intangible),
including, without limitation, all such properties and assets reflected in ARR's


<PAGE>

balance sheet as of ________, 2005 (except for properties and assets disposed of
in the  ordinary  course of business  since such date,  except for such title or
interest  the  failure of which to have would not have,  individually  or in the
aggregate, an ARR Material Adverse Effect. None of such properties or assets are
subject to any Liens  (whether  absolute,  accrued,  contingent  or  otherwise),
except imperfections of title and Liens, if any, which do not materially detract
from the value of the property or assets  subject  thereto and do not materially
impair the business or operations of ARR taken as a whole.

Section 3.14 Intellectual  Property.  ARR owns or has a valid license to use all
inventions,  patents, trademarks,  service marks, trade names, copyrights, trade
secrets,  technology  and  know-how,  software and other  intellectual  property
rights (collectively, the "ARR Intellectual Property") necessary to carry on its
businesses  as  currently  conducted;  and ARR has not  received  any  notice of
infringement  of or  conflict  with,  and,  to  ARR's  knowledge,  there  are no
infringements of or conflicts with, the rights of others with respect to the use
of any of ARR Intellectual  Property that, in either such case, has had or would
reasonably be expected to have an ARR Material Adverse Effect.

Section 3.15 Employee Benefit Plans; ERISA. ARR does not maintain, administer or
contribute  to, nor has any  liability  with respect to, nor do the employees of
ARR receive or expect to receive as a condition of employment, benefits pursuant
to:

(a)   any employee  benefit plan (as defined in Section 3(3) of ERISA (each such
      plan, an "ARR Plan"),  including,  without  limitation,  any Multiemployer
      Plan; or

(b)   any  bonus,  deferred  compensation,   performance   compensation,   stock
      purchase,   stock   option,   stock   appreciation,    severance,   salary
      continuation, vacation, sick leave, holiday pay, fringe benefit, personnel
      policy,  reimbursement program, incentive,  insurance,  welfare or similar
      plan,  program,  policy or  arrangement  (each such plan,  an "ARR Benefit
      Plan");

Except as required by section 4980B of the Code, ARR has not promised any former
employee or other individual  medical or other benefit coverage and ARR does not
maintain or contribute to any plan,  program,  policy or  arrangement  providing
medical  or life  insurance  benefits  to former  employees,  their  spouses  or
dependents  or any other  individual  not  employed  by ARR.  No ARR Plan or ARR
Benefit Plan has any provision  which could  increase or accelerate  benefits or
increase  the  liability  of ARR or any of its  Subsidiaries  as a result of any
transaction contemplated by this Agreement.

Section 3.16  Environmental  Matters.  ARR is and at all times has been, and all
real property currently or previously owned, leased,  occupied, used by or under
the control of ARR and all operations or activities of ARR  (including,  without
limitation, those conducted on or taking place at any of such real property) are
and at all times have been, in material  compliance  with and not subject to any
material  liability or obligation under any  Environmental  Law or Environmental
Permit.  As used in this  Agreement:  "Environmental  Laws" means all applicable
federal,  state or local laws,  rules,  regulations  or principles of common law
relating  to  protection  of health and  safety,  pollution,  and  environmental
matters  of  any  kind  whatsoever,  including  with  respect  to  the  storage,
treatment,  generation,  transportation,  spillage,  discharge, leakage or other
release or threatened  release of any  material,  substance or waste of any kind
whatsoever;   and   "Environmental   Permits"   means  any  permits,   licenses,
notifications, consents or approvals required under any Environmental Law. There
is no condition or  circumstance  regarding ARR or its business or any such real
property or the operations or activities conducted thereon, which


<PAGE>

may  give  rise to a  violation  of,  or  liability  or  obligation  under,  any
Environmental  Law or  Environmental  Permit  which  would have an ARR  Material
Adverse Effect.  Neither ARR nor any Person,  the acts or omissions of which may
be attributable  to, the  responsibility  of, or be the basis of a liability to,
ARR has, or has arranged to have,  any material,  substance or waste  generated,
released,  treated, stored or disposed of at, or transported to, any facility or
property the  remediation  or cleanup of which,  or the response  costs  related
thereto,  could  become or result in  material  responsibilities  of or material
liabilities  to ARR.  There  are no  allegations,  claims,  demands,  citations,
notices of violation,  or orders of  noncompliance  made  against,  issued to or
received by ARR relating or pursuant to any  Environmental  Law or Environmental
Permit  except  those which have been  corrected  or complied  with,  and to the
knowledge  of ARR  no  such  allegation,  claim,  demand,  citation,  notice  of
violation or order of noncompliance is threatened, imminent or likely.

Section  3.17 Labor  Matters.  With  respect  to  employees  of ARR:  (i) to the
knowledge of ARR there is no pending or threatened unfair labor practice charges
or   employee   grievance   charges;   (ii)  there  is  not  request  for  union
representation, labor strike, dispute, slowdown or stoppage actually pending or,
to the knowledge of ARR, threatened against or affecting ARR; (iii) ARR is not a
party to any collective bargaining  agreements;  and (iv) the employment of each
of ARR's employees is terminable at will without cost to ARR except for payments
required  under ARR Plans and  Company  Benefit  Plans and  payment  of  accrued
salaries or wages and vacation pay. No employee or former employee has any right
to be rehired by ARR prior to ARR's hiring a person not  previously  employed by
ARR.  Except as required by Section  4980B of the Code,  ARR has no liability to
provide now or in the future medical  benefits,  life insurance or other welfare
benefits to former  employees of ARR or their spouses or dependents or any other
individual  not  employed by ARR.  ARR is and,  since May 26, 2005 has been,  in
compliance in all with all applicable laws respecting  employment and employment
practices,  terms and conditions of employment  and wages and hours,  including,
without  limitation,   any  such  laws  respecting  employment   discrimination,
occupational  safety and health,  and unfair labor practices,  except where such
failure to comply  would not have an ARR  Material  Adverse  Effect.  ARR is not
delinquent  in  payments  to any of  its  employees  for  any  wages,  salaries,
commissions,  bonuses or other direct compensation for any services performed by
them or any amounts required to be reimbursed to such employees.

Section 3.18 Affiliate Transactions.  Except as contemplated by the transactions
contemplated   hereby,  there  are  no  material  Contracts  or  other  material
transactions  between  ARR, on the one hand,  and any (i) officer or director of
ARR,  (ii)  record or  beneficial  owner of five  percent  or more of the voting
securities  of ARR or (iii)  affiliate  (as such term is defined  in  Regulation
12b-2  promulgated  under the  Exchange  Act) of any such  officer,  director or
beneficial owner, on the other hand.

Section 3.19 Real Estate.

(a)   ARR owns no real estate.

(b)   All real  estate  leased by ARR (the "ARR  Leased  Premises")  are  leased
      pursuant to written  leases,  true,  correct and complete  copies of which
      have been made available to CNE. To ARR's knowledge, ARR is not in default
      under any term of any  agreement  relating to ARR Leased  Premises nor, to
      ARR's knowledge,  is any other party thereto in default thereunder,  which
      in any case would have an ARR Material Adverse Effect.


<PAGE>

(c)   There are no  condemnation  proceedings  pending  or, to ARR's  knowledge,
      threatened with respect to any portion of ARR Leased Premises.

(d)   To the knowledge of ARR, the buildings and other facilities located on the
      ARR Leased  Premises  are free of any  patent  structural  or  engineering
      defects  and, to ARR's  knowledge,  are free of any latent  structural  or
      engineering defects.

Section 3.22 Brokers. No broker,  finder or financial advisor retained by ARR is
entitled  to any  brokerage,  finder's  or other fee or  commission  from ARR in
connection with the transactions contemplated by this Agreement.

                                   ARTICLE IV
                      REPRESENTATIONS AND WARRANTIES OF CNE

Except as set forth in the CNE Disclosure Schedule delivered by CNE to ARR at or
prior to the execution of this Agreement (the "CNE Disclosure  Schedule")  (each
section of which  qualifies  the  correspondingly  numbered  representation  and
warranty), CNE represents and warrants to ARR as follows:

Section 4.1 Organization and Good Standing. CNE is a corporation duly organized,
validly  existing and in good  standing  under the laws of the State of Delaware
and has the corporate  power and authority to carry on its business as it is now
being conducted.  CNE is duly qualified as a foreign corporation to do business,
and is in good  standing,  in  each  jurisdiction  where  the  character  of its
properties  owned or held under lease or the nature of its activities makes such
qualification necessary,  except where the failure to be so qualified or in good
standing  would  not have a  material  adverse  effect,  individually  or in the
aggregate,  on the  business,  financial  condition,  results of  operations  or
prospects of CNE and its Subsidiaries  taken as a whole, or, if applicable,  the
ability of CNE to consummate the Merger and the other transactions  contemplated
by this Agreement (a "CNE Material Adverse Effect").

Section 4.2  Certificate  of  Incorporation  and  By-Laws.  Complete and correct
copies  of  the  Certificates  of   Incorporation   and  By-laws  or  equivalent
organizational  documents,  each as  amended  to  date,  of CNE and  each of its
Subsidiaries have been made available to ARR. The Certificates of Incorporation,
By-laws  and  equivalent  organizational  documents  of  CNE  and  each  of  its
Subsidiaries  are  in  full  force  and  effect.  Neither  CNE  nor  any  of its
Subsidiaries  is in violation of any material  provision of its  Certificate  of
Incorporation, By-laws or equivalent organizational documents.

Section 4.3 Capitalization.

(a)   As of the date hereof, the authorized capital stock of CNE consists of:

      (i)   25 million  shares of preferred  stock,  par value $.00001 per share
            ("CNE Preferred  Stock") of which 13,438,241  shares are outstanding
            in the following series: Series AA, A, B, C and E;

      (ii)  40 million shares of common stock, par value $.00001 per share ("CNE
            Preferred Stock") of which 10,790,915 shares are outstanding;

      (iii) 2,220,000 common stock warrants; and


<PAGE>

      (iv)  503,500 incentive stock options for common shares.

(b)   Upon approval of the CNE  shareholders of the Merger and the completion of
      the  requisite  filings with the Delaware  Secretary of State and Bermudan
      Registrar of Companies, the entire issued and outstanding capital stock of
      CNE will consist of one billion shares of common stock,  par value $.00001
      per share,  of which  26,000,000  common shares will be issued or reserved
      for CNE stockholders of record prior to the Merger, and 650,000,000 common
      shares will be issued to Arrow Pacific Resources (S) Pte. Ltd.

(c)   Except  as  described  in this  Section  4.3 and as  contemplated  by this
      Agreement:  (i) no shares of capital  stock or other equity  securities of
      CNE are authorized,  issued or  outstanding,  or reserved for issuance and
      there are no options,  warrants or other  rights  (including  registration
      rights), agreements, arrangements or commitments of any character to which
      CNE or any of its  Subsidiaries  is a  party  relating  to the  issued  or
      unissued  capital  stock or other  equity  interests  of CNE or any of its
      Subsidiaries,  requiring CNE or any of its Subsidiaries to grant, issue or
      sell any shares of the capital  stock or other equity  interests of CNE or
      any of its Subsidiaries by sale, lease, license or otherwise; (ii) neither
      CNE  nor  any of its  Subsidiaries  have  any  obligation,  contingent  or
      otherwise,  to repurchase,  redeem or otherwise  acquire any shares of the
      capital stock or other equity interests of CNE or any of its Subsidiaries;
      (iii)  none of CNE or any of its  Subsidiaries,  directly  or  indirectly,
      owns, or has agreed to purchase or otherwise acquire, the capital stock or
      other  equity   interests  of,  or  any  interest   convertible   into  or
      exchangeable  or  exercisable  for  such  capital  stock  or  such  equity
      interests, of any corporation,  partnership, joint venture or other entity
      which  would be  material  in value to CNE;  and (iv)  there are no voting
      trusts,  proxies or other agreements or understandings to which CNE or any
      of its Subsidiaries is a party with respect to the voting of any shares of
      capital stock or other equity interests of CNE or any of its Subsidiaries.

Section 4.4 CNE Subsidiaries.  The CNE Disclosure  Schedule sets forth a list of
each Subsidiary of CNE; its authorized,  issued and outstanding capital stock or
other equity  interests;  the  percentage  of such capital stock or other equity
interests owned by CNE or any Subsidiary of CNE, and the identity of such owner;
the capital stock reserved for future issuance  pursuant to outstanding  options
or other agreements; and the identity of all parties to any such option or other
agreement.  Each  Subsidiary of CNE is a  corporation  duly  organized,  validly
existing  and  in  good  standing  under  the  laws  of  its   jurisdiction   of
incorporation  or  organization.  Each  Subsidiary  of  CNE  has  all  requisite
corporate  power  and  authority  to carry on its  business  as it is now  being
conducted.  Each Subsidiary of CNE is duly qualified as a foreign corporation or
organization  authorized  to do  business,  and is in  good  standing,  in  each
jurisdiction  where the character of its properties owned or held under lease or
the nature of its activities makes such  qualification  necessary,  except where
the failure to be so qualified or in good standing would not have a CNE Material
Adverse  Effect.  All of the  outstanding  shares  of  capital  stock  or  other
ownership  interests in each of CNE's Subsidiaries have been validly issued, and
are fully paid,  nonassessable and are owned by CNE or another Subsidiary of CNE
free and clear of all Liens, and are not subject to preemptive rights created by
statute, such Subsidiary's respective Certificate of Incorporation or By-laws or
any agreement to which such Subsidiary is a party.

Section 4.5 Corporate Authority.


<PAGE>

(a)   CNE has the requisite corporate power and authority to execute and deliver
      this Agreement and to consummate the transactions contemplated hereby. The
      execution and delivery of this  Agreement by CNE and the  consummation  by
      CNE of the transactions  contemplated  hereby have been duly authorized by
      its Board of Directors and  stockholders  and no other corporate action on
      the part of CNE is necessary to authorize  the  execution  and delivery by
      CNE of this  Agreement  and  the  consummation  by it of the  transactions
      contemplated  hereby.  This Agreement has been duly executed and delivered
      by CNE  and  constitutes  a  valid  and  binding  agreement  of CNE and is
      enforceable against CNE in accordance with its terms, except to the extent
      that (i) such  enforcement may be subject to any  bankruptcy,  insolvency,
      reorganization,  moratorium,  fraudulent  transfer or other  laws,  now or
      hereafter in effect,  relating to or limiting  creditors' rights generally
      and (ii) the remedy of specific performance and injunctive and other forms
      of  equitable  relief  may be  subject to  equitable  defense,  and to the
      discretion  of the court  before  which  any  proceeding  therefor  may be
      brought.

(b)   Prior to the  execution  and  delivery  of this  Agreement,  the  Board of
      Directors of CNE (at a meeting duly called and held) has (i) approved this
      Agreement and the Merger and the other transactions  contemplated  hereby,
      (ii) determined that the transactions  contemplated hereby are fair to and
      in the best  interests  of the  holders  of CNE  Common  Stock  and  (iii)
      determined  to  recommend  this  Agreement,   the  Merger  and  the  other
      transactions  contemplated  hereby to CNE's  stockholders for approval and
      adoption.  This Agreement and the  transactions  contemplated  hereby have
      been duly approved and adopted by the affirmative vote of the holders of a
      majority of the outstanding  shares of CNE Common Stock in accordance with
      Sections 228 and 251 of the DGCL and no further vote of the holders of any
      class or series of CNE's capital stock is necessary to approve,  adopt and
      consummate this Agreement or the transactions contemplated hereby.

Section 4.6  Compliance  with  Applicable  Law.  Except as  disclosed in the CNE
Disclosure  Schedule,  (i)  each of CNE and its  Subsidiaries  holds,  and is in
compliance  with the terms of, all  permits,  licenses,  exemptions,  orders and
approvals  of all  Governmental  Entities  necessary  for the  conduct  of their
respective businesses ("CNE Permits"),  except for failures to hold or to comply
with such permits,  licenses,  exemptions,  orders and approvals which would not
have a CNE Material Adverse Effect, (ii) with respect to the CNE Permits, to the
knowledge of CNE no action or  proceeding  is pending that would  reasonably  be
expected to have a CNE Material  Adverse  Effect,  (iii) the business of CNE and
its  Subsidiaries  is being  conducted in compliance  with all Applicable  Laws,
except  for  violations  or  failures  to so  comply  that  would not have a CNE
Material  Adverse Effect,  and (iv) to the knowledge of CNE, no investigation or
review by any  Governmental  Entity with respect to CNE or its  Subsidiaries  is
pending  or  threatened,  other  than,  in each  case,  those  which  would  not
reasonably be likely to have a CNE Material Adverse Effect.

Section 4.7  Non-contravention.  The execution and delivery of this Agreement do
not, and the consummation of the transactions contemplated hereby and compliance
with the provisions  hereof will not, (i) result in any violation of, or default
(with or  without  notice or lapse of time,  or both)  under,  or give rise to a
right of  termination,  cancellation or acceleration of any obligation or to the
loss of a material  benefit  under any Contract  applicable to CNE or any of its
Subsidiaries,  or result in the creation of any Lien upon any of the  properties
or  assets of CNE or any of its  Subsidiaries,  (ii)  conflict  or result in any
violation of any provision of the  Certificate  of  Incorporation  or By-Laws or
other equivalent organizational document, in each case as amended, of CNE or any
of its Subsidiaries, (iii) subject to the governmental filings referenced in


<PAGE>

clause (i) of Section 4.8, conflict with or violate any judgment, order, decree,
statute,  law,  ordinance,  rule or  regulation  applicable to CNE or any of its
Subsidiaries or any of their respective properties or assets, other than, in the
case of clauses (i) and (iii), any such violations, conflicts, defaults, rights,
losses or Liens that,  individually  or in the  aggregate,  would not have a CNE
Material Adverse Effect.

Section 4.8 Government  Approvals;  Required Consents. No filing or registration
with,  or  authorization,  consent or approval  of, any  Governmental  Entity is
required by or with respect to CNE or any of its Subsidiaries in connection with
the  execution  and delivery of this  Agreement  by CNE or is necessary  for the
consummation  of  the  transactions  contemplated  hereby  (including,   without
limitation,  the Merger) except: (i) in connection,  or in compliance,  with the
provisions  of the  Securities  Act, the Exchange  Act, any state  securities or
"Blue Sky" law and any  requirements of any foreign or  supranational  antitrust
law, (ii) for the filing of a Certificate  of Merger with the Secretary of State
of the  State of  Delaware,  (iii)  such  consents,  approvals,  authorizations,
permits,  filings and  notifications  listed in the CNE Disclosure  Schedule and
(iv) such other consents, orders,  authorizations,  registrations,  declarations
and filings the failure of which to obtain or make would not, individually or in
the aggregate, have a CNE Material Adverse Effect.

Section  4.9  Financial  Statements  and  Other  Documents.  The CNE  Disclosure
Schedule  contains  complete  and  accurate  copies of the audited  consolidated
balance sheets,  consolidated  statements of income,  retained earnings and cash
flows  and  notes  to  consolidated  financial  statements  (together  with  any
supplementary  information  thereto) of CNE,  all as of and for the fiscal years
ended  [December  31, 2002,  December 31, 2003 and December 31,  2004].  The CNE
Disclosure  Schedule also contains complete and accurate copies of the unaudited
consolidated balance sheet, consolidated statements of income, retained earnings
and cash flows (together with any supplementary information thereto) of CNE, all
as of and for the period  ending  June 30,  2005  and/or  the month  immediately
preceding the Closing (all of the foregoing financial statements,  collectively,
the "CNE Financial Statements"). The CNE Financial Statements fairly present, in
all  material  respects,  the  consolidated  financial  position  of CNE and its
consolidated  Subsidiaries,  as of and for the respective  dates thereof and the
consolidated  results of their operations and their  consolidated cash flows for
the  respective  periods  then  ended  (subject,  in the  case of the  unaudited
statements,  to normal year-end audit  adjustments and to any other  adjustments
described therein) in conformity with GAAP (except, in the case of the unaudited
statements,  for the  omission  of normal  and  customary  footnote  disclosures
required  by  GAAP,  none  of  which  would  materially  affect  such  Financial
Statements) applied on a consistent basis during the periods involved (except as
may be indicated  therein or in the notes  thereto).  Since January 1, 2002, CNE
has not made any change in the accounting  practices or policies  applied in the
preparation of its financial statements, except as may be required by GAAP.

Section  4.10  Absence  of  Certain  Changes  or  Events.  Except to the  extent
disclosed  in the CNE  Disclosure  Schedule,  since  June  30,  2005 CNE and its
Subsidiaries  have conducted their businesses and operations in the ordinary and
usual course  consistent  with past  practice and there has not occurred (i) any
event,  condition or occurrence  having or that would  reasonably be expected to
have,  individually or in the aggregate, a CNE Material Adverse Effect; (ii) any
damage,  destruction  or loss  (whether or not covered by  insurance)  having or
which would reasonably be expected to have,  individually or in the aggregate, a
CNE Material Adverse Effect; or (iii) any declaration,  setting aside or payment
of any dividend or  distribution  of any kind by CNE on any class of its capital
stock.


<PAGE>

Section 4.11 Actions and Proceedings.  Except as set forth in the CNE Disclosure
Schedule,  there are no outstanding orders,  judgments,  injunctions,  awards or
decrees of any Governmental  Entity against CNE or any of its Subsidiaries,  any
of their  properties,  assets or business,  or, to the  knowledge of CNE, any of
CNE's or its Subsidiaries'  current or former directors or officers or any other
person whom CNE or any of its  Subsidiaries  has agreed to  indemnify,  as such,
that would reasonably be expected to have,  individually or in the aggregate,  a
CNE Material Adverse Effect. Except as set forth in the CNE Disclosure Schedule,
to the knowledge of CNE, there are no actions,  suits or legal,  administrative,
regulatory or arbitration  proceedings pending or, threatened against CNE or any
of its  Subsidiaries,  any of their properties,  assets or business,  or, to the
knowledge of CNE, any of CNE' or its  Subsidiaries'  current or former directors
or officers or any other person whom CNE or any of its  Subsidiaries  has agreed
to  indemnify,  as such,  that  relates  to  transactions  contemplated  by this
Agreement  or would  reasonably  be  expected  to have,  individually  or in the
aggregate,  a CNE Material Adverse Effect. To the knowledge of CNE, there are no
facts or  circumstances  specific  to CNE which if known to a third  party would
reasonably  be  expected to result in such a suit or  proceeding  which could be
expected to have a CNE Material Adverse Effect.

Section 4.12 Contracts.  Each Contract entered into by CNE is valid, binding and
enforceable  and in full force and  effect,  except  where  failure to be valid,
binding and  enforceable  and in full force and effect would not  reasonably  be
expected  to have a CNE  Material  Adverse  Effect  and  there  are no  defaults
thereunder,  except those defaults that would not reasonably be expected to have
a CNE  Material  Adverse  Effect.  Except  as set  forth  in the CNE  Disclosure
Schedule,  neither CNE nor any of its Subsidiaries is a party to or bound by any
non-competition agreement or any other agreement or obligation which purports to
limit in any material  respect the manner in which,  or the localities in which,
CNE or any such Subsidiary is entitled to conduct all or any material portion of
the business of CNE and its  Subsidiaries  taken as a whole. All Contracts which
are material,  individually  or in the  aggregate,  to the  business,  financial
condition,  results of operations or prospects of ARR and its Subsidiaries taken
as a whole, are listed in the CNE Disclosure Schedule.

Section 4.13 Taxes.

(a)   There  have been  properly  completed  and filed on a timely  basis and in
      correct  form  all  Returns  required  to be  filed  by CNE and any of its
      Subsidiaries.  As of the time of filing,  the Returns correctly  reflected
      the facts regarding the income, business, assets, operations,  activities,
      status or other matters of CNE or its Subsidiary or any other  information
      required to be shown  thereon.  An  extension of time within which to file
      any Return which has not been filed has not been requested or granted.

(b)   With  respect to all amounts in respect of Taxes  imposed upon CNE and any
      of its  Subsidiaries,  or for which CNE or any of its  Subsidiaries  is or
      could be liable,  whether to taxing  authorities  (as, for example,  under
      law)  or to  other  persons  or  entities  (as,  for  example,  under  tax
      allocation agreements), with respect to all taxable periods or portions of
      periods  ending on or before the Closing Date, all applicable tax laws and
      agreements  have been fully complied with, and all amounts  required to be
      paid by CNE or any of its Subsidiaries,  to taxing  authorities or others,
      on or before the date hereof have been paid.

(c)   No issues  have been  raised  (and are  currently  pending)  by any taxing
      authority in connection with any of the Returns filed by CNE or any of its
      Subsidiaries.  No waivers of statutes of  limitation  with respect to such
      Returns  have  been  given  by  or  requested  from  CNE  or  any  of  its
      Subsidiaries. The Disclosure Schedule sets forth (i) the taxable years


<PAGE>

      of CNE and  its  Subsidiaries  as to  which  the  respective  statutes  of
      limitations with respect to Taxes have not expired,  and (ii) with respect
      to such taxable years sets forth those years for which  examinations  have
      been  completed,  those years for which  examinations  are presently being
      conducted, those years for which examinations have not been initiated, and
      those  years for  which  required  Returns  have not yet been  filed.  All
      deficiencies  asserted or assessments made as a result of any examinations
      have been fully paid,  or are fully  reflected  as a liability  in the CNE
      Financial  Statements or are being contested in good faith and an adequate
      reserve  therefor has been  established  and is fully reflected in the CNE
      Financial Statements.

(d)   Neither CNE nor any of its  Subsidiaries is a party to or bound by any tax
      indemnity, tax sharing or tax allocation agreement.

(e)   Neither  CNE nor any of its  Subsidiaries  has agreed to make,  and is not
      required  to make,  any  adjustment  under  section  481(a) of the Code by
      reason of a change in accounting method or otherwise.

(f)   Neither  CNE nor any of its  Subsidiaries  is a  party  to any  agreement,
      contract,   arrangement  or  plan  that  has  resulted  or  would  result,
      separately or in the  aggregate,  in the payment of any "excess  parachute
      payments" within the meaning of section 280G of the Code.

(g)   The unpaid Taxes of CNE and its Subsidiaries do not exceed the reserve for
      tax  liability  with  respect to CNE  (excluding  any reserve for deferred
      Taxes  established  to reflect  timing  differences  between  book and tax
      income) set forth or included in the CNE Financial  Statements as adjusted
      for the passage of time through the Closing Date,  in accordance  with the
      past practices of CNE or such Subsidiary.

(h)   The transactions  contemplated herein will not result in restorations into
      income of amounts deferred under the consolidated return regulations, such
      as those relating to intercompany transactions,  excess loss accounts, and
      the like.

(i)   The  transactions   contemplated   herein  are  not  subject  to  any  tax
      withholding provisions of law or regulations.

(j)   No  breach  of any of the  representations  and  warranties  contained  in
      paragraphs  (a) through (i) of this  Section 4.13 shall be deemed to exist
      unless such breach would have a CNE Material Adverse Effect.

(k)   To the  knowledge  of CNE there is no plan or intention on the part of CNE
      stockholders to sell,  exchange or otherwise dispose of a number of shares
      of ARR Common Stock  received by them for shares of CNE Stock  pursuant to
      the  Merger,  nor to enter  into any puts,  calls,  straddles,  spreads or
      similar  transactions,  that would reduce CNE stockholders'  ownership for
      U.S.  federal  income  tax  purposes  of ARR  shares to a number of shares
      having a value,  as of the Effective  Time, of less than 50 percent of the
      value of all of the formerly outstanding stock of CNE as of the same date.
      For purposes of this  representation,  shares of CNE Stock  surrendered by
      dissenters are treated as outstanding shares of ARR at the Effective Time.
      Moreover,  shares of CNE Stock and shares of ARR held by CNE  stockholders
      and otherwise sold,  redeemed or disposed of prior to or subsequent to the
      Merger will be considered in making this representation.


<PAGE>

(l)   At the  Effective  Time,  the fair market  value of the assets of CNE will
      exceed the sum of its liabilities, plus the amount of liabilities, if any,
      to which such assets are subject.

(m)   At the Effective  Time there will not be any  intercorporate  indebtedness
      existing between ARR and CNE.

(n)   CNE and CNE stockholders will pay their own respective  expenses,  if any,
      incurred in connection with the Merger.

(o)   CNE will not make any extraordinary  dividend payments to its stockholders
      prior to the Effective Time, or in contemplation of the Merger.

(p)   CNE represents and warrants that the Surviving  Company (and the Surviving
      Company  hereby  agrees  that it)  will not  take,  or  permit  any of its
      Subsidiaries  to take any action  that would  cause the Merger not to be a
      tax-free  reorganization  under the Code by reason of any violation of the
      continuity-of-proprietary-interest         doctrine         or         the
      continuity-of-business-enterprise doctrine.

Section  4.14 Title to  Properties;  Encumbrances.  Except as  described  in the
following sentence, each of CNE and its Subsidiaries has good, valid and, in the
case of real property,  marketable  title to, or a valid leasehold  interest in,
all  of its  material  properties  and  assets  (real,  personal,  tangible  and
intangible),  including,  without  limitation,  all such  properties  and assets
reflected in the  consolidated  balance sheet of CNE and its  Subsidiaries as of
June 30, 2005 included in the CNE Financial  Statements  (except for  properties
and assets  disposed of in the ordinary  course of business and consistent  with
past  practices  since June 30,  2005),  except for such title or  interest  the
failure of which to have would not have, individually or in the aggregate, a CNE
Material  Adverse  Effect.  None of such properties or assets are subject to any
Liens (whether absolute,  accrued,  contingent or otherwise),  except (i) as set
forth in the CNE Disclosure  Schedule or (ii)  imperfections of title and Liens,
if any, which do not materially detract from the value of the property or assets
subject  thereto and do not materially  impair the business or operations of CNE
and its Subsidiaries taken as a whole.

Section 4.15 Intellectual Property. CNE and its Subsidiaries own or have a valid
license to use all inventions,  patents, trademarks, service marks, trade names,
copyrights,   trade  secrets,   technology  and  know-how,  software  and  other
intellectual  property rights  (collectively,  the "CNE Intellectual  Property")
necessary to carry on their respective  businesses as currently  conducted;  and
neither CNE nor any such  Subsidiary has received any notice of  infringement of
or conflict with,  and, to CNE's  knowledge,  there are no  infringements  of or
conflicts  with,  the rights of others with respect to the use of any of the CNE
Intellectual  Property that, in either such case, has had or would reasonably be
expected to have,  individually  or in the  aggregate,  a CNE  Material  Adverse
Effect.

Section 4.16 Employee Benefit Plans; ERISA.

(a)   None of CNE, any of its  Subsidiaries  or any ERISA  Affiliate  maintains,
      administers or  contributes  to, or has any liability with respect to, nor
      do the employees of CNE, its  Subsidiaries or any ERISA Affiliate  receive
      or expect to receive as a condition of employment, benefits pursuant to:

      (i)   any employee benefit plan (as defined in Section 3(3) of ERISA (each
            such  plan,  a  "CNE  Plan"),  including,  without  limitation,  any
            Multiemployer Plan; or


<PAGE>

      (ii)  any bonus, deferred compensation,  performance  compensation,  stock
            purchase,  stock  option,  stock  appreciation,   severance,  salary
            continuation,  vacation,  sick leave,  holiday pay,  fringe benefit,
            personnel  policy,  reimbursement  program,  incentive,   insurance,
            welfare or similar plan,  program,  policy or arrangement (each such
            plan, a "CNE Benefit Plan");

      other  than those CNE Plans and CNE  Benefit  Plans  described  in the CNE
      Disclosure Schedule. Except as required by section 4980B of the Code, none
      of CNE, any of its  Subsidiaries  or any ERISA  Affiliate has promised any
      former employee or other individual  medical or other benefit coverage and
      none of CNE, any of its  Subsidiaries or any ERISA Affiliate  maintains or
      contributes to any plan, program,  policy or arrangement providing medical
      or  life  insurance  benefits  to  former  employees,   their  spouses  or
      dependents  or any  other  individual  not  employed  by  CNE,  any of its
      Subsidiaries or any ERISA  Affiliate.  No CNE Plan or CNE Benefit Plan has
      any provision which could increase or accelerate  benefits or increase the
      liability of CNE or any of its Subsidiaries as a result of any transaction
      contemplated by this Agreement.

(b)   All CNE Plans and CNE Benefit Plans which are not Multiemployer  Plans and
      any related trust  agreements  or annuity  contracts (or any related trust
      instruments) comply with and are and have been operated in accordance with
      each applicable  provision of ERISA and the Code in all material respects.
      Each CNE Plan, as amended to date, which is not a Multiemployer Plan, that
      is intended to be qualified  under  Section  401(a) and 501(a) of the Code
      has been  determined to be so qualified by the IRS, has been  submitted to
      the IRS for a determination  with respect to such qualified status, or the
      remedial  amendment  period with respect to CNE Plan will not have expired
      prior to the Effective  Time, and no event has occurred,  either by reason
      of any action or failure to act,  which  would  cause the loss of any such
      qualification.

(c)   Neither  any CNE  Plan  fiduciary  nor any CNE  Plan  has  engaged  in any
      transaction  in  violation  of  section  406 of ERISA  or any  "prohibited
      transaction" (as defined in section  4975(c)(1) of the Code) unless exempt
      under  section 408 of ERISA or section 4975 of the Code and there has been
      no "reportable  event" (as defined in section 4043 of ERISA),with  respect
      to any CNE Plan which is not a  Multiemployer  Plan,  for which the 30-day
      notice  requirement  has  not  been  waived.  None  of  CNE,  any  of  its
      Subsidiaries  or any ERISA Affiliate has incurred or suffered to exist any
      "accumulated  funding  deficiency"  (as  defined in section  302 of ERISA)
      whether  or not  waived  by the IRS,  involving  any CNE Plan  subject  to
      section  412 of the Code or Part 3 of  Subtitle B of Title I of ERISA.  No
      withdrawals have occurred so as to cause any CNE Plan to become subject to
      the  provisions  of  section  4063 of ERISA,  and none of CNE,  any of its
      Subsidiaries or any ERISA Affiliate has ceased making contributions to any
      employee  benefit plan subject to section 4064(a) of ERISA to which any of
      CNE, any of its  Subsidiaries  or any ERISA  Affiliate made  contributions
      during the six (6) years prior to the date hereof or ceased  operations at
      a  facility  so as to become  subject to  section  4062(e) of ERISA.  Full
      payment has been made of all amounts which CNE, any of its Subsidiaries or
      any ERISA  Affiliate  is required or committed to pay to each of CNE Plans
      and CNE Benefit Plans  relating to all periods prior to or as of Effective
      Time.

(d)   True and complete copies of each CNE Plan, CNE Benefit Plan, related trust
      agreements,  annuity  contracts,  determination  letters,  the most recent
      determination   letter   request,    summary   plan   descriptions,    all
      communications to employees regarding


<PAGE>

      any CNE Plan or CNE Benefit Plan,  annual reports on Form 5500,  Form 990,
      actuarial  reports  and PBGC  Forms 1 for the most  recent  three (3) Plan
      years,  and each plan,  agreement,  instrument and commitment  referred to
      herein has been  previously  furnished to ARR. The annual  reports on Form
      5500 and Form 990 and  actuarial  statements  furnished  to ARR  fully and
      accurately  set  forth  the  financial  and  actuarial  condition  of  the
      respective CNE Plan or CNE Benefit Plan, as may be applicable.

(e)   The aggregate  present value of all accrued benefits  pursuant to each CNE
      Plan  subject  to Title IV of ERISA,  determined  on the basis of  current
      participation  and projected  compensation  for active  participants,  and
      including  the maximum  value of all  subsidized  benefits,  and earnings,
      mortality  and other  actuarial  assumptions  set forth in the most recent
      actuarial  report  for CNE Plan does not exceed the  current  fair  market
      value of CNE Plan's assets.

(f)   None of CNE, any of its  Subsidiaries  or any ERISA Affiliate has incurred
      any  liability  to the PBGC,  including  as a result of the  voluntary  or
      involuntary  termination  of any CNE Plan  which is subject to Title IV of
      ERISA,  except such  liabilities as would not have a CNE Material  Adverse
      Effect.  There is currently no active filing by CNE, its  Subsidiaries  or
      any ERISA Affiliate with the PBGC (and no proceeding has been commenced by
      the PBGC and no  condition  exists  and no event has  occurred  that could
      constitute  grounds  for  the  termination  of any  Plan by the  PBGC)  to
      terminate any CNE Plan which is subject to Title IV of ERISA and which has
      been maintained or funded,  in whole or in part, by CNE, its  Subsidiaries
      or any ERISA Affiliate.

(g)   To the  knowledge  of CNE or its  Subsidiaries,  there are no  pending  or
      threatened claims by or on behalf of any of CNE Plans or CNE Benefit Plans
      by any employee or beneficiary  covered under any CNE Plans or CNE Benefit
      Plans or otherwise  involving any CNE Plan or CNE Benefit Plan (other than
      routine  claims  for  benefits),  except  those  as  would  not have a CNE
      Material Adverse Effect.

(h)   With  respect  to each CNE Plan  which is a  Multiemployer  Plan  covering
      employees of CNE, any of its Subsidiaries or any ERISA Affiliate: (i) none
      of CNE, such Subsidiary or such ERISA Affiliate would incur any withdrawal
      liability  on a  complete  withdrawal  from  each  such CNE Plan as of the
      Effective Date, under applicable laws and conditions of each such CNE Plan
      and the  applicable  provisions of law without  regard to any  limitation,
      reduction or adjustment  of liability  under Title IV of ERISA or any Plan
      provision based on Title IV of ERISA;  (ii) none of CNE, its  Subsidiaries
      or any ERISA  Affiliate has made or suffered a "complete  withdrawal" or a
      "partial  withdrawal",  as such terms are respectively defined in sections
      4203 and 4205 of ERISA;  (iii) none of CNE, its  Subsidiaries or any ERISA
      Affiliate has any contingent  liability  under section 4204 of ERISA;  and
      (iv) no such CNE Plan is in  reorganization  as defined in section 4241 of
      ERISA and no circumstances exist which present a material risk of any such
      CNE Plan  going into  reorganization,  except  where any of the  foregoing
      would not have a CNE Material Adverse Effect.

(i)   With  respect  to  employees  of CNE  and  its  Subsidiaries,  CNE and its
      Subsidiaries  are and have been in  compliance  with all  applicable  laws
      respecting  employment and employment  practices,  terms and conditions of
      employment and wages and hours,  including,  without limitation,  any such
      laws respecting employment discrimination, occupational safety and health,
      and unfair labor practices.


<PAGE>

4.17 Environmental  Matters.  CNE and its Subsidiaries are and at all times have
been, and all real property  currently or previously  owned,  leased,  occupied,
used  by or  under  the  control  of CNE or any  of  its  Subsidiaries  and  all
operations  or  activities  of CNE  and  its  Subsidiaries  (including,  without
limitation, those conducted on or taking place at any of such real property) are
and at all times have been, in material  compliance  with and not subject to any
material  liability or obligation under any  Environmental  Law or Environmental
Permit.  There  is no  condition  or  circumstance  regarding  CNE or any of its
Subsidiaries  or its  business or any such real  property or the  operations  or
activities  conducted  thereon,  which  may  give  rise to a  violation  of,  or
liability or obligation  under, any  Environmental  Law or Environmental  Permit
which  would  have  a CNE  Material  Adverse  Effect.  Neither  CNE,  any of its
Subsidiaries nor any Person,  the acts or omissions of which may be attributable
to, the  responsibility  of, or be the basis of a liability  to, CNE has, or has
arranged to have, any material, substance or waste generated, released, treated,
stored or  disposed of at, or  transported  to, any  facility  or  property  the
remediation or cleanup of which,  or the response costs related  thereto,  could
become or result in material responsibilities of or material liabilities to CNE.
There are no allegations,  claims, demands, citations,  notices of violation, or
orders of noncompliance  made against,  issued to or received by CNE relating or
pursuant to any  Environmental  Law or  Environmental  Permit except those which
have been  corrected or complied with, and no such  allegation,  claim,  demand,
citation, notice of violation or order of noncompliance is threatened,  imminent
or likely.

Section  4.18  Labor  Matters.   With  respect  to  employees  of  CNE  and  its
Subsidiaries:  (i) to the  knowledge of CNE,  there is no pending or  threatened
unfair labor practice charges or employee grievance  charges;  (ii) there is not
request for union representation,  labor strike,  dispute,  slowdown or stoppage
actually  pending or, to the knowledge of CNE,  threatened  against or affecting
CNE,  and there has been no such event during the 18 months  preceding  the date
hereof; (iii) CNE is not a party to any collective  bargaining  agreements;  and
(iv) except as set out in the CNE Disclosure Schedule, the employment of each of
CNE'  employees  is  terminable  at will without cost to CNE except for payments
required  under the CNE Plans and CNE  Benefit  Plans  and  payment  of  accrued
salaries or wages and vacation pay. No employee or former employee has any right
to be rehired by CNE prior to CNE's hiring a person not  previously  employed by
CNE. Except as required by Section 4980B of the Code,  neither CNE nor any ERISA
Affiliate  has any liability to provide now or in the future  medical  benefits,
life insurance or other welfare benefits to former employees of CNE or any ERISA
Affiliate or their spouses or dependents or any other individual not employed by
CNE or any ERISA  Affiliate.  The CNE  Disclosure  Schedule  contains a true and
complete  list of all  employees  who are  employed  by CNE as of June 30,  2005
and/or one month immediately preceding the Closing, as the case may be, and such
list correctly reflects their salaries,  wages,  other compensation  (other than
benefits under the Plans and Employee  Benefit  Plans),  dates of employment and
positions.  CNE is and,  since  June  30,  2005  and/or  one  month  immediately
preceding  the  Closing,  as the case may be,  has been,  in  compliance  in all
material respects with all applicable laws respecting  employment and employment
practices,  terms and conditions of employment  and wages and hours,  including,
without  limitation,   any  such  laws  respecting  employment   discrimination,
occupational  safety  and  health,  and  unfair  labor  practices.  CNE  is  not
delinquent  in  payments  to any of  its  employees  for  any  wages,  salaries,
commissions,  bonuses or other direct compensation for any services performed by
them or any amounts required to be reimbursed to such employees.

Section 4.19 Affiliate  Transactions.  Except as set forth in the CNE Disclosure
Schedule or as contemplated by the transactions  contemplated  hereby, there are
no material Contracts or other material  transactions  between CNE or any of its
Subsidiaries,  on the one hand, and any (i) officer or director of CNE or any of
its Subsidiaries, (ii) record or beneficial owner of five percent


<PAGE>

or more of the  voting  securities  of CNE or (iii)  affiliate  (as such term is
defined in  Regulation  12b-2  promulgated  under the Exchange  Act) of any such
officer, director or beneficial owner, on the other hand.

Section 4.20 Brokers. No broker,  finder or financial adviser is entitled to any
brokerage,  finder's or other fee or  commission  from ARR or CNE in  connection
with the transactions contemplated by this Agreement.

Section  4.21  CNE  Not an  Interested  Stockholder.  As of  the  date  of  this
Agreement,  neither CNE nor any of its affiliates is an "Interested Stockholder"
of ARR as such term is defined in Section 203 of the DGCL.

Section 4.22 Real Estate.

(a)   Owned Real Estate.  All  material  real estate owned by CNE (the "CNE Real
      Estate") is owned in fee simple  title,  subject only to real estate taxes
      not delinquent and to covenants,  conditions,  restrictions  and easements
      which are of record and minor  irregularities  or  imperfections  of title
      which do not in the aggregate materially detract from the value of the CNE
      Real Estate or interfere  with CNE's use or occupancy  thereof.  Except as
      set forth in the CNE Disclosure Schedule, none of the CNE's Real Estate is
      subject to any leases or tenancies.

(b)   Leased Premises. All real estate leased by CNE (the "CNE Leased Premises")
      are leased pursuant to written leases,  true,  correct and complete copies
      of which have been made available to ARR. To CNE's  knowledge,  CNE is not
      in default under any material  term of any  agreement  relating to the CNE
      Leased  Premises  nor, to CNE'  knowledge,  is any other party  thereto in
      default  thereunder  which in any case would have a CNE  Material  Adverse
      Effect. All options in favor of, or which obligate, CNE to purchase any of
      the CNE Leased Premises or any other real estate, if any, are described in
      the CNE  Disclosure  Schedule  which in any case would have a CNE Material
      Adverse Effect.

(c)   Condemnation.  There are no condemnation  proceedings pending or, to CNE's
      knowledge,  threatened  with respect to any portion of the CNE Real Estate
      or the CNE Leased Premises.

(d)   Condition of  Buildings.  To the knowledge of CNE, the buildings and other
      facilities  located on the CNE Real Estate and the CNE Leased Premises are
      free  of any  patent  structural  or  engineering  defects  and,  to  CNE'
      knowledge, are free of any latent structural or engineering defects.

                                    ARTICLE V
                     CONDUCT OF BUSINESS PENDING THE MERGER

Prior to the Effective Time,  unless ARR shall otherwise agree in writing (which
agreement  shall  not  be  unreasonably  withheld,  or  as  otherwise  expressly
contemplated  by this  Agreement,  including,  without  limitation,  Article  IV
hereof, or as set forth in Article V of the CNE Disclosure  Schedule,  CNE shall
conduct, and cause each of its Subsidiaries to conduct, its business only in the
ordinary and usual course consistent with past practice,  and CNE shall use, and
cause each of its Subsidiaries to use, its reasonable efforts to preserve intact
the present  business  organization,  keep available the services of its present
officers and key employees, and


<PAGE>

preserve  their  existing  business  relationships.  CNE shall promptly give ARR
written notice of the existence or occurrence of any condition  which would make
any  representation  or warranty of CNE herein  contained  untrue or which might
reasonably  be  expected  to  prevent  the   consummation  of  the  transactions
contemplated  hereby.  Without limiting the generality of the foregoing,  unless
ARR shall otherwise agree in writing (which  agreement shall not be unreasonably
withheld, or as otherwise expressly  contemplated by this Agreement,  including,
without  limitation,  Article IV hereof, or as set forth in Article V of the CNE
Disclosure  Schedule,  prior to the  Effective  Time CNE shall not, nor shall it
permit any of its Subsidiaries to:

(a)   (i)  amend   its   Certificate   of   Incorporation,   By-Laws   or  other
      organizational  documents, (ii) split, combine or reclassify any shares of
      its  outstanding  capital  stock,  (iii)  declare,  set  aside  or pay any
      dividend or other distribution payable in cash, stock or property, or (iv)
      directly  or  indirectly  redeem or  otherwise  acquire  any shares of its
      capital stock or shares of the capital stock of any of its Subsidiaries;

(b)   authorize  for issuance,  issue  (except upon the exercise of  outstanding
      stock  options) or sell or agree to issue or sell any shares of, or rights
      to acquire or convertible  into any shares of, its capital stock or shares
      of the  capital  stock of any of its  Subsidiaries  (whether  through  the
      issuance or granting of  options,  warrants,  commitments,  subscriptions,
      rights to  purchase  or  otherwise),  except for the  granting  of options
      pursuant to CNE's Stock Plan, as in effect on the date hereof,  to current
      or new employees in the ordinary  course of business  consistent with past
      practice;

(c)   (i) merge,  combine or consolidate  with another  entity,  (ii) acquire or
      purchase an equity  interest in or a substantial  portion of the assets of
      another  corporation,   partnership  or  other  business  organization  or
      otherwise  acquire any assets outside the ordinary  course of business and
      consistent  with  past  practice  or  otherwise  enter  into any  material
      contract,  commitment  or  transaction  outside  the  ordinary  course  of
      business and consistent with past practice or (iii) sell, lease,  license,
      waive,  release,  transfer,  encumber or  otherwise  dispose of any of its
      material  assets  outside the ordinary  course of business and  consistent
      with past practice;

(d)   (i)  incur,  assume  or  prepay  any  material  indebtedness  or any other
      material  liabilities  other than in each case in the  ordinary  course of
      business  and  consistent  with past  practice,  (ii)  assume,  guarantee,
      endorse or  otherwise  become  liable or  responsible  (whether  directly,
      contingently  or otherwise) for the  obligations of any other person other
      than a Subsidiary  of CNE, in each case other than in the ordinary  course
      of business  and  consistent  with past  practice or (iii) make any loans,
      advances or capital contributions to, or investments in, any other person,
      other than to any Subsidiary of CNE;

(e)   pay,  satisfy,  discharge or settle any  material  claim,  liabilities  or
      obligations (absolute,  accrued,  contingent or otherwise),  other than in
      the  ordinary  course of business  and  consistent  with past  practice or
      pursuant  to  mandatory  terms of any CNE  Contract  in effect on the date
      hereof;

(f)   modify or amend, or waive any benefit of, any non-competition agreement to
      which CNE or any of its Subsidiaries is a party;

(g)   authorize or make  capital  expenditures  outside the  ordinary  course of
      business;


<PAGE>

(h)   permit  any  insurance  policy  naming CNE or any  Subsidiary  of CNE as a
      beneficiary or a loss payee to be canceled or terminated other than in the
      ordinary  course of business  and other than with  respect to  replacement
      policies which CNE deems to be commercially appropriate under all relevant
      circumstances;

(i)   (i) adopt, enter into,  terminate or amend in any material respect (except
      as may be required by  applicable  law) any plan for the current or future
      benefit or welfare of any director or officer, (ii) increase in any manner
      the compensation or fringe benefits of, or pay any bonus to, any director,
      officer or employee, (iii) hire any highly compensated employees, or (iii)
      take any action to fund or in any other way secure,  or to  accelerate  or
      otherwise remove restrictions with respect to, the payment of compensation
      or benefits under any employee plan, agreement,  contract,  arrangement or
      other CNE Plan other than in the ordinary course of business;

(j)   make any material  change in its accounting or tax policies or procedures,
      except as required by law or to comply with GAAP;

(k)   acquire any shares of capital stock of ARR; or

(l)   enter into any contract, agreement, commitment or arrangement with respect
      to any of the foregoing.

                                   ARTICLE VI
                              ADDITIONAL AGREEMENTS

Section 6.1 Access and Information. Each party hereto shall (and shall cause its
Subsidiaries  and its  and  their  respective  officers,  directors,  employees,
auditors  and  agents to)  afford to the other  party and to such other  party's
officers, employees, financial advisors, legal counsel, accountants, consultants
and other  representatives  (except to the extent not permitted under applicable
law as advised by  counsel  and except as may be limited by any  confidentiality
obligation  contained in any  contract  with a third  party)  reasonable  access
during normal  business hours  throughout the period prior to the Effective Time
to all of its books and records and its  properties  and personnel  and,  during
such period,  shall  furnish  promptly to the other party a copy of each report,
schedule and other document filed or received by it pursuant to the requirements
of federal securities laws.

Section 6.2 No Solicitation.

(a)   Prior to the  Effective  Time,  CNE agrees that  neither it nor any of its
      directors,  officers,  employees, agents or representatives will, directly
      or indirectly,  (i) solicit or initiate any inquiries or the making of any
      proposal  with  respect to any  merger,  consolidation  or other  business
      combination  involving CNE or the  acquisition  of all or any  significant
      part of the assets or capital stock of CNE (an "Acquisition  Transaction")
      or (ii)  negotiate  or  otherwise  engage in  discussions  with any person
      (other than ARR and its  representatives)  with respect to any Acquisition
      Transaction, or which may reasonably be expected to lead to a proposal for
      an Acquisition  Transaction  or enter into any  agreement,  arrangement or
      understanding with respect to any such Acquisition Transaction;  provided,
      however,  that,  CNE may furnish  information  to,  negotiate or otherwise
      engage in discussions with any person which makes, indicates in writing an
      intention  or  desire  to  make,  or with  respect  to whom  the  Board of
      Directors of CNE has


<PAGE>

      concluded in good faith after  consultation  with its financial advisor is
      reasonably likely to make, a Superior Proposal (as herein defined), if the
      Board of Directors of CNE  determines  in good faith,  after  consultation
      with its  outside  counsel,  that the  failure to take such  action may be
      inconsistent  with the  fiduciary  duties of the Board of Directors of CNE
      under applicable law; and provided further that  notwithstanding  anything
      to the contrary herein  contained,  the Board of Directors of CNE may take
      and disclose to CNE's  stockholders a position  contemplated by Rule 14e-2
      promulgated  under the Exchange Act, comply with Rule 14d-9 thereunder and
      make all disclosures  required by applicable law in connection  therewith.
      Any of the  foregoing to the contrary  notwithstanding,  CNE may engage in
      discussions  with or provide  information  to any person or group that has
      made a proposal with respect to an Acquisition Transaction for the limited
      purpose  of  determining  whether  such  proposal  is, or could lead to, a
      Superior Proposal.

(b)   Except as may be inconsistent  with the fiduciary duties of CNE's Board of
      Directors under Applicable Law, CNE agrees that, as of the date hereof, it
      and its directors, officers, employees, agents and representatives,  shall
      immediately  cease and cause to be  terminated  any  existing  activities,
      discussions  or  negotiations  with  any  person  (other  than ARR and its
      representatives)  conducted  heretofore  with  respect to any  Acquisition
      Transaction.  CNE  agrees  to  promptly  advise  ARR of any  inquiries  or
      proposals  received  by,  any  such  information  requested  from,  or any
      negotiations or discussions  sought to be initiated or continued with, CNE
      or any of its directors,  officers,  employees, agents or representatives,
      in each case from a person (other than ARR and its  representatives)  with
      respect  to  an  Acquisition  Transaction,  and  the  terms  thereof,  but
      expressly not including the identity of such third party,  and the general
      terms of any financing  arrangement or commitment in connection  with such
      Acquisition Transaction, and, except as may otherwise be inconsistent with
      the fiduciary  duties of CNE's Board of Directors under applicable law, to
      update on an ongoing basis or upon ARR's  reasonable  request,  the status
      thereof,  as well as any actions taken or other  developments  pursuant to
      this Section 6.2. As used herein,  "Superior  Proposal" means a bona fide,
      written  proposal or offer made by any person (or group)  (other than ARR)
      with respect to an Acquisition Transaction (i) on terms which the Board of
      Directors  of CNE  determines  in  good  faith,  based  on the  advice  of
      independent  financial advisors and legal counsel, to be more favorable to
      CNE  and  its  stockholders  than  the  transactions  contemplated  hereby
      (including taking into account the financing thereof).

Section 6.3 Proxy Statement; Stockholder Approval.

(a)   CNE,  acting  through  its Board of  Directors,  shall,  subject to and in
      accordance with applicable law and its  Certificate of  Incorporation  and
      its By-Laws,  promptly and duly call,  give notice of, convene and hold as
      soon as  practicable  a meeting of the holders of CNE Common Stock for the
      purpose of voting to approve and adopt this Agreement and the transactions
      contemplated  hereby,  and,  (i) except as the Board of  Directors  of CNE
      determines,  in good  faith and as  advised  by  outside  counsel,  may be
      inconsistent  with the  fiduciary  duties of the Board of Directors of CNE
      under applicable law, and subject to the second proviso of Section 6.2(a),
      recommend  approval and adoption of this  Agreement  and the  transactions
      contemplated hereby (including,  without limitation,  the Stock Issuance),
      by the  stockholders  of CNE  and  include  in the  Proxy  Statement  such
      recommendation   and  (ii)  except  as  the  Board  of  Directors  of  CNE
      determines,  in good  faith and as  advised  by  outside  counsel,  may be
      inconsistent with the fiduciary duties of


<PAGE>

      the Board of Directors of CNE under  applicable  law, take all  reasonable
      action to solicit and obtain such approval.

(b)   CNE shall,  as promptly as practicable  (or with such other timing as they
      mutually  agree),  cause the definitive Proxy  Statement/Prospectus  to be
      mailed to the stockholders of CNE.

Section 6.4 Compliance with the Securities Act.

(a)   At least 30 days  prior  to the  Effective  Time,  CNE  shall  cause to be
      delivered to ARR a list identifying all persons who are Affiliates of CNE.

(b)   CNE shall use its  reasonable  best  efforts to cause  each  person who is
      identified  as one of its  Affiliates  in its list  referred to in Section
      6.4(a)  above to deliver to ARR,  at least 10 days prior to the  Effective
      Time, a written agreement, in the form attached hereto as Exhibit 6.4(b).

Section 6.5 Reasonable Best Efforts.

(a)   Subject to the terms and conditions  herein provided and applicable  legal
      requirements, each of the parties hereto agrees to use its reasonable best
      efforts to take, or cause to be taken, all action,  and to do, or cause to
      be done,  not  inconsistent  with the  fiduciary  duties  of its  Board of
      Directors,  and to assist and cooperate  with the other parties  hereto in
      doing,  as  promptly  as  practicable,  all  things  necessary,  proper or
      advisable  under  applicable  laws  and  regulations  to  ensure  that the
      conditions  set forth in Article VI are satisfied  and to  consummate  and
      make effective the  transactions  contemplated by this  Agreement,  and to
      obtain as  promptly  as  practicable  all  consents,  waivers,  approvals,
      authorizations   or  permits  of,  or   registration  or  filing  with  or
      notification to (any of the foregoing being a "Consent") any  Governmental
      Entity (it being  agreed  that CNE shall  cause to be taken all  necessary
      action by its control  persons and CNE's  "ultimate  parent  entity"  with
      respect to such Consents).

(b)   CNE agrees to use its  reasonable  best  efforts to obtain as  promptly as
      practicable  all  consents,  waivers,  approvals,  authorizations  of,  or
      notification to all parties with which it has agreements.

(c)   Each  party  hereto  shall  promptly  inform  the  other  of any  material
      communication   from  any   Governmental   Entity  regarding  any  of  the
      transactions  contemplated by this Agreement.  After consultation with the
      other party,  such party will make an  appropriate  response in compliance
      with such request.

Section 6.6 Public Announcements. Each of CNE and ARR agrees that, except as may
be required by Applicable Law as advised by counsel, it will not issue any press
release or otherwise  make any public  statement  with respect to this Agreement
(including  the Exhibits  hereto) or the  transactions  contemplated  hereby (or
thereby) without having consulted with the other party.

Section  6.7  Directors'  and  Officers'   Indemnification  and  Insurance.  The
Surviving  Company  shall cause to be  maintained  from the  Effective  Time the
current policies of the directors' and officers' liability insurance  maintained
by ARR; provided that the Surviving Company may substitute  therefor policies of
at least the same coverage containing terms and conditions which


<PAGE>

are no less  advantageous  to the  Indemnified  Parties and  provided  that such
substitution  shall not result in any gaps or lapses in coverage with respect to
matters occurring prior to the Effective Time; and provided,  further,  that the
Surviving  Company  shall not be required to pay an annual  premium in excess of
300% of the last  annual  premium  paid by ARR prior to the date  hereof  (which
premium is  disclosed  in Section  6.7 of ARR  Disclosure  Schedule)  and if the
Surviving  Company is unable to obtain the  insurance  required by this  Section
6.7(b) it shall  obtain as much  comparable  insurance as possible for an annual
premium equal to such maximum amount.

Section 6.8 Expenses.  Except as provided in the sentence immediately following,
each party hereto shall bear its own costs and expenses in connection  with this
Agreement and the  transactions  contemplated  hereby.  ARR agrees at Closing to
reimburse CNE for up to $200,000 in expenses related to reasonable  attorney and
accountant fees upon ARR and CNE shareholder approval of the Merger.

Section 6.9 American Stock Exchange Listing.  CNE shall maintain its listing for
trading  on the  American  Stock  Exchange  at all  times  from the date of this
Agreement through the Closing Date.

Section 6.10 Supplemental  Disclosure.  ARR shall give prompt notice to CNE, and
CNE shall give prompt notice to ARR, of (a) the occurrence,  or  non-occurrence,
of any event the  occurrence,  or  non-occurrence,  of which  would be likely to
cause (i) any  representation  or warranty  contained  in this  Agreement  to be
untrue or inaccurate in any material respect or (ii) any covenant,  condition or
agreement  contained in this  Agreement  not to be complied with or satisfied in
any material respect,  and (b) any failure of ARR or CNE, as the case may be, to
comply with in any  material  respect any  covenant or  agreement to be complied
with by it  hereunder;  provided,  however,  that  the  delivery  of any  notice
pursuant  to this  Section  6.10 shall not have any  effect  for the  purpose of
determining the  satisfaction of the conditions set forth in Article VII of this
Agreement or the right to terminate this  Agreement  pursuant to Article VIII of
this Agreement or otherwise limit or affect the remedies available  hereunder to
any party.

                                   ARTICLE VII
                    CONDITIONS TO CONSUMMATION OF THE MERGER

Section 7.1  Conditions  to Each Party's  Obligation  to Effect the Merger.  The
respective  obligations  of each party to effect the Merger  shall be subject to
the  satisfaction  or waiver at or prior to the  Closing  Date of the  following
conditions:

(a)   Stockholder  Approval.  This Agreement and the  transactions  contemplated
      hereby  shall have been  approved  and adopted by the  requisite  vote (as
      described in Section 4.5) of the  stockholders  of CNE in accordance  with
      applicable law by no later than December 31, 2005.

(b)   Regulatory Approvals. All authorizations,  consents, orders,  declarations
      or approvals  of, or filings  with,  or  terminations  or  expirations  of
      waiting periods imposed by, any Governmental  Entity, which the failure to
      obtain,  make or occur would have an ARR Material Adverse Effect (with ARR
      as the  Surviving  Company for these  purposes),  assuming  the Merger had
      taken place, shall have been obtained,  shall have been made or shall have
      occurred.


<PAGE>

(c)   No Injunction. No Governmental Entity having jurisdiction over ARR or CNE,
      or any of CNE's  Subsidiaries,  shall have enacted,  issued,  promulgated,
      enforced or entered any law, rule,  regulation,  executive order,  decree,
      injunction or other order  (whether  temporary,  preliminary or permanent)
      which is then in effect and has the effect of making the Merger illegal or
      otherwise prohibiting consummation of the Merger.

(d)   Litigation.  There shall not have been  instituted or be pending any suit,
      action  or  proceeding  by any  Governmental  Entity  as a result  of this
      Agreement or any of the transactions  contemplated  hereby which questions
      the  validity  or  legality  of  the  transactions  contemplated  by  this
      Agreement and which, if such  Governmental  Entity were to prevail,  would
      reasonably be expected to have an ARR Material Adverse Effect (with ARR as
      the Surviving Company for these purposes).

Section  7.2  Conditions  to  Obligations  of  CNE to  Effect  the  Merger.  The
obligations of CNE to effect the Merger shall be subject to the  satisfaction at
or prior to the Effective Time of the following  additional  conditions,  unless
waived in writing by CNE:

(a)   Representations and Warranties.  The representations and warranties of ARR
      that are qualified with reference to an ARR Material  Adverse Effect shall
      be true and correct and the representations and warranties that are not so
      qualified  shall be true and correct  except  where the failure to be true
      and correct would not have an ARR Material Adverse Effect, in each case as
      of the date hereof and as of the  Effective  Time as though made at and as
      of the Effective Time.

(b)   Performance   of   Obligations  of  ARR.  ARR  shall  have  performed  all
      obligations  required to be  performed  by it under this  Agreement  at or
      prior to the  Effective  Time except where the failure to so perform would
      not have an ARR Material Adverse Effect.

Section 7.3 Conditions to Obligation of ARR to Effect the Merger. The obligation
of ARR to effect the Merger shall be subject to the  satisfaction at or prior to
the Effective  Time of the  following  additional  conditions,  unless waived in
writing by ARR:

(a)   Representations and Warranties.  The representations and warranties of CNE
      that are qualified with  reference to a CNE Material  Adverse Effect shall
      be true and correct and the representations and warranties that are not so
      qualified  shall be true and correct  except  where the failure to be true
      and correct would not have a CNE Material Adverse Effect,  in each case as
      of the date hereof and as of the  Effective  Time as though made on and as
      of the Effective Time.

(b)   Performance   of   Obligations  of  CNE.  CNE  shall  have  performed  all
      obligations  required to be  performed  by it under this  Agreement  at or
      prior to the  Effective  Time except where the failure to so perform would
      not have a CNE Material Adverse Effect.

(c)   Material  Adverse Effect.  Since the date of this  Agreement,  there shall
      have been no event or circumstance  which has had, or would  reasonably be
      expected  to have,  a CNE  Material  Adverse  Effect;  and ARR shall  have
      received a certificate on behalf of CNE by its chief executive  officer or
      chief financial officer to such effect.

(d)   American Stock Exchange Listing.  CNE shall, at all times from the date of
      this  Agreement  through  the  Closing,  have  maintained  its listing for
      trading on the American Stock Exchange.


<PAGE>

                                  ARTICLE VIII
                                   TERMINATION

Section 8.1  Termination.  This Agreement may be terminated,  and the Merger and
the other transactions  contemplated hereby may be abandoned,  at any time prior
to the Effective Time,  whether before or after approval by the  stockholders of
ARR or CNE:

(a)   by mutual written consent of CNE and ARR;

(b)   by either CNE or ARR, if the Merger shall not have been  consummated on or
      before  December  31, 2005  (unless,  in the case of any such  termination
      pursuant to this Section 8.1(b),  the failure of such event to occur shall
      have been  caused by the action or failure to act of the party  seeking to
      terminate  this  Agreement,  which action or failure to act  constitutes a
      breach of such party's obligations under this Agreement);

(c)   by either CNE or ARR, if any permanent injunction, order, decree or ruling
      by any  Governmental  Entity  of  competent  jurisdiction  preventing  the
      consummation  of the Merger  shall have  become  final and  nonappealable;
      provided,  however,  that the party  seeking to terminate  this  Agreement
      pursuant  to this  Section  8.1(c)  shall  have used its  reasonable  best
      efforts to remove such injunction or overturn such action;

(d)   by CNE if the Board of Directors of CNE shall determine, in good faith and
      after consultation with its financial advisor and outside counsel,  that a
      proposal for an Acquisition  Transaction  constitutes a Superior Proposal;
      and

(e)   by ARR, if there has been a breach by CNE of any of its representations or
      warranties, covenants or agreements set forth in this Agreement the effect
      of which is a CNE Material Adverse Effect, which breach is not curable or,
      if  curable,  is not cured  within 45 days  after  written  notice of such
      breach is given by ARR to CNE.

Section 8.2 Effect of Termination. In the event of termination of this Agreement
pursuant to this Article  VIII,  the Merger shall be deemed  abandoned  and this
Agreement  shall  forthwith  become void,  except that the provisions of Section
6.10 shall survive any termination of this Agreement;  provided,  however,  that
nothing  in this  Agreement  shall  relieve  any party  from  liability  for any
material breach of this Agreement.

                                   ARTICLE IX
                               GENERAL PROVISIONS

Section 9.1 Amendment and Modification. At any time prior to the Effective Time,
this  Agreement  may be  amended,  modified  or  supplemented  only  by  written
agreement (referring specifically to this Agreement) of CNE and ARR with respect
to any of the terms contained herein; provided, however, that no such amendment,
modification  or  supplementation  shall  be made  which  under  applicable  law
requires  the  approval  of  stockholders  of ARR or CNE,  without  the  further
approval of such stockholders.

Section 9.2 Waiver.  At any time prior to the  Effective  Time,  CNE, on the one
hand, and ARR, on the other hand, may (i) extend the time for the performance of
any of the obligations or other acts of the other,  (ii) waive any  inaccuracies
in the representations and warranties of the other


<PAGE>

contained herein or in any documents  delivered  pursuant hereto and (iii) waive
compliance  by the other  with any of the  agreements  or  conditions  contained
herein which may legally be waived.  Any such extension or waiver shall be valid
only if set forth in an  instrument  in writing  specifically  referring to this
Agreement and signed on behalf of such party.

Section 9.3  Survivability.  The respective  representations  and warranties and
covenants and  agreements  of CNE, on the one hand,  and ARR, on the other hand,
contained herein or in any certificates or other documents delivered prior to or
as  of  the  Effective  Time  shall  not  survive  beyond  the  Effective  Time.
Notwithstanding  the  foregoing,  the covenants and  agreements of the Surviving
Company after the Merger shall survive the Effective Time.

Section 9.4 Notices. All notices and other communications  hereunder shall be in
writing and shall be delivered  personally or by next-day  courier or telecopied
with  confirmation of receipt,  to the parties at the addresses  specified below
(or at such other  address  for a party as shall be  specified  by like  notice;
provided  that  notices  of a change of  address  shall be  effective  only upon
receipt thereof). Any such notice shall be effective upon receipt, if personally
delivered  or  telecopied,  or one day after  delivery to a courier for next-day
delivery.

If to CNE to:                                If to ARR to:
------------                                 ------------

Chairman and Chief Executive Officer         Arrow Resources Development Ltd.
CNE Group, Inc.                              Carnegie Hall Tower
255 West 36th Street, Suite 800              152 W. 57th Street
New York, NY 10018                           New York, NY 10019
Facsimile: (212) 300-2035                    Facsimile:____________

Section 9.5 Descriptive Headings; Interpretation. The headings contained in this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or  interpretation  of this  Agreement.  References in this Agreement to
Sections,  Exhibits  or  Articles  mean a  Section,  Exhibit  or Article of this
Agreement  unless  otherwise  indicated.  References to this Agreement  shall be
deemed to include the Exhibits hereto,  unless the context  otherwise  requires.
The term "Person" shall mean and include an individual,  a partnership,  a joint
venture,  a  corporation,  a trust,  a Governmental  Entity,  an  unincorporated
organization and any other entity of any fund.

Section 9.6 Entire Agreement; Assignment. This Agreement (including the Exhibits
and other  documents and instruments  referred to herein)  constitute the entire
agreement and  supersede all other prior  agreements  and  understandings,  both
written and oral,  among the parties or any of them, with respect to the subject
matter hereof.  Except for the  provisions of Sections  4.13(p) (with respect to
the shareholders of ARR as of the date hereof), 6.7 and 6.9 of this Agreement is
not intended to confer upon any person not a party hereto any rights or remedies
hereunder.  This  Agreement  shall  not  be  assigned  by  operation  of  law or
otherwise.

Section 9.7 Governing Law. This Agreement  shall be governed by and construed in
accordance  with the laws of the State of Delaware  without giving effect to the
provisions thereof relating to conflicts of law.

Section 9.8 Enforcement.  The parties agree that irreparable  damage would occur
in the event that any of the  provisions of this Agreement were not performed in
accordance  with  their  specific  terms  or  were  otherwise  breached.  It  is
accordingly  agreed that the  parties  shall be  entitled  to an  injunction  or
injunctions to prevent  breaches of this  Agreement and to enforce  specifically
the terms and  provisions  of this  Agreement in any court of the United  States
located


<PAGE>

in the State of Delaware or in Delaware  state court,  this being in addition to
any other  remedy to which they are  entitled at law or in equity.  In addition,
each of the  parties  hereto  (a)  consents  to submit  itself  to the  personal
jurisdiction  of any  federal  court  located  in the State of  Delaware  or any
Delaware  state court in the event any dispute  arises out of this  Agreement or
any of the transactions  contemplated by this Agreement, (b) agrees that it will
not  attempt to deny or defeat  such  personal  jurisdiction  by motion or other
request  for leave from any such court and (c) agrees that it will not bring any
action  relating to this Agreement or any of the  transactions  contemplated  by
this  Agreement in any court other than a federal or state court  sitting in the
State of Delaware.

Section 9.9 Severability. In case any one or more of the provisions contained in
this  Agreement  should be  invalid,  illegal or  unenforceable  in any  respect
against  a party  hereto,  the  validity,  legality  and  enforceability  of the
remaining  provisions  contained  herein  shall  not in any way be  affected  or
impaired thereby and such invalidity,  illegality or unenforceability shall only
apply as to such party in the specific jurisdiction where such judgment shall be
made.

Section  9.10  Counterparts.  This  Agreement  may be  executed  in two or  more
counterparts,  each of which shall be deemed to be an original  but all of which
shall constitute one and the same agreement.

IN  WITNESS  WHEREFORE,  each of CNE and ARR has  caused  this  Agreement  to be
executed on its behalf by its officers thereunto duly authorized,  all as of the
date first above written.

CNE Group, Inc.                                 Arrow Resources Development Ltd.


By: /s/ George W. Benoit                        By:  /s/ Peter Frugone
    --------------------------------------      --------------------------------
    George W. Benoit, Chairman                  Peter Frugone, CEO/President
    and Chief Executive Officer


By: /s/  Anthony S. Conigliaro
    --------------------------------------
     Anthony S. Conigliaro, Vice
     President and Chief Financial Officer