Exhibit 2.2

                  SERIES AAA PREFERRED STOCK PURCHASE AGREEMENT

This Series AAA Preferred Stock Purchase Agreement (this "Agreement") is entered
into as of August 1, 2005 (the "Effective Date") by and between CNE Group, Inc.,
a Delaware  corporation  ("CNE"),  and Arrow Pacific  Resources (S) Pte. Ltd., a
Singapore registered company ("Arrow Pacific").

In consideration of the mutual  promises,  covenants and conditions  hereinafter
set forth, the parties hereto agree as follows:

1.    Definitions.

      1.1   Certain  Defined  Terms.  As used in this  Agreement,  the following
            terms shall have the following respective meanings:

            "ARR" means Arrow  Resources  Development  Ltd.,  a Bermuda  limited
            company and wholly-owned subsidiary of Arrow Pacific.

            "Common  Stock"  means CNE's  common  stock,  $0.00001 par value per
            share.

            "Merger"  means the merger of CNE with and into ARR as  contemplated
            by the "Agreement and Plan of Merger" (as defined below).

            "Agreement  and Plan of  Merger"  means  the  Agreement  and Plan of
            Merger by and between CNE and ARR, dated as of even date herewith.

            "Preferred Stock" means CNE's Series AAA Preferred Stock.

      1.2   Index of Other  Defined  Terms.  In  addition  to the terms  defined
            above, the following terms shall have the respective  meanings given
            thereto in the sections indicated below:

                     Defined Term                      Section
                     ------------                      -------
            "Act"                                       4.5(b)
             ---
            "Action"                                     4.10
             ------
            "Agreement"                                Preamble
             ---------
            "Articles"                                    2.1
             --------
            "Balance Sheet Date"                         4.16
             ------------------
            "Board"                                     4.18(e)
             -----
            "Bylaws"                                     4.12
             ------
            "CERCLA"                                    4.22(a)
             ------
            "Closing"                                     3.1
             -------
            "Code"                                       4.20
             ----
            "Company"                                  Preamble
             -------
            "Company Contracts"                          4.12
             -----------------
            "Conversion Shares"                         4.2(c)
             -----------------


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                     Defined Term                      Section
                     ------------                      -------
            "Effective Date"                           Preamble
             --------------
            "Financial Statements"                       4.16
             --------------------
            "Hazardous Materials"                       4.21(a)
             -------------------
            "Arrow Pacific"                            Preamble
             -------------
            "Schedule of Exceptions"                      4
             ----------------------
            "SEC"                                        4.14
             ---
            "Series AAA Preferred Stock"                 2.1
             --------------------------
            "Shares"                                    2.2(b)
             ------

            This index is for convenience  only. The failure of any term that is
            defined in this  Agreement to appear in this index or in Section 1.1
            shall not affect the validity of that term's definition.

2.    Agreement to Purchase and Sell Stock

      2.1.  Authorization.  As of the Closing (as defined below),  CNE will have
            authorized  the  issuance,  pursuant to the terms and  conditions of
            this  Agreement,  of 10 million shares of CNE's Series AAA Preferred
            Stock, $.00001 par value ("Series AAA Preferred Stock"),  having the
            rights,  preferences,  privileges and  restrictions set forth in the
            Certificate  of  Designations  of CNE attached to this  Agreement as
            Exhibit B (the "Articles").

      2.2.  Agreement to Purchase and Sell.  Subject to the terms and conditions
            hereof, on the date of the Closing, CNE will issue and sell to Arrow
            Pacific, and Arrow Pacific will purchase from CNE, 10 million shares
            of Series AAA Preferred Stock (the "Shares") in consideration of the
            entry by Arrow Pacific into this Agreement and the entry by ARR into
            the Agreement and Plan of Merger.  Upon Arrow Pacific's execution of
            this  Agreement  and ARR's  execution of the  Agreement  and Plan of
            Merger,  the  consideration  for the issuance of the Shares to Arrow
            Pacific shall be deemed to have been fully  delivered and the Shares
            will be deemed fully-paid and non-assessable.

3.    Closing; Delivery.

      3.1.  The Closing.  The purchase and sale of the Shares hereunder shall be
            held at the offices of Arrow  Pacific on August 1, 2005,  or at such
            other time and place as CNE and Arrow  Pacific  may  mutually  agree
            (the "Closing").

      3.2.  Delivery.  At the  Closing,  CNE will  deliver  to Arrow  Pacific  a
            certificate representing the Shares to be purchased by Arrow Pacific
            hereunder.

4.    Representations  and Warranties of CNE. CNE hereby represents and warrants
      to Arrow Pacific  that,  except as set forth in the Schedule of Exceptions
      ("Schedule of Exceptions")  attached to this Agreement as Exhibit C (which
      Schedule  of  Exceptions  shall  be  deemed  to  be  representations   and
      warranties  to Arrow  Pacific),  the  statements in this Section 4 are all
      true and correct:


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      4.1.  Organization, Good Standing and Qualification.  CNE is a corporation
            duly organized,  validly existing and in good standing under, and by
            virtue of, the laws of the State of Delaware  and has all  requisite
            corporate  power and authority to own its  properties and assets and
            to carry on its business as now conducted and as presently  proposed
            to be  conducted.  CNE is  qualified  to do  business  as a  foreign
            corporation  in each  jurisdiction  where failure to be so qualified
            would have a material  adverse  effect on its  financial  condition,
            business, prospects or operations.

      4.2.  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

                  (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.

            (c)   Except  as  described  in this  Section  4.2 (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


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                  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.

      4.3.  Subsidiaries.  Listed  in  Section  4.3 of the  disclosure  schedule
            attached  to this  Agreement  as Exhibit D  ("Disclosure  Schedule")
            (which Disclosure Schedule shall be deemed to be representations and
            warranties  to  Arrow  Pacific)  is  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. 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  encumbrances,  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.

      4.4.  Due  Authorization.  All  corporate  action on the part of CNE,  its
            officers,    directors   and   shareholders    necessary   for   the
            authorization, execution and delivery of, and the performance of all
            obligations  of CNE under  this  Agreement,  and the  authorization,
            issuance, reservation for issuance and delivery of all of the Shares
            being  sold  under  this  Agreement  has been taken or will be taken
            prior  to  the  Closing.  This  Agreement  is a  valid  and  binding
            obligation of CNE enforceable in accordance with its terms, subject,
            as to enforcement of remedies, to applicable bankruptcy, insolvency,
            moratorium,  reorganization  and similar laws  affecting  creditors'
            rights generally and to general equitable principles. The Shares are
            not subject to any preemptive rights or rights of first refusal.

      4.5.  Valid Issuance of Stock.

            (a)   The Shares, when issued, sold and delivered in accordance with
                  the terms of this Agreement,  will be duly and validly issued,
                  fully paid and non assessable. The Conversion Shares have been
                  duly and validly  reserved for issuance  and, upon issuance in
                  accordance  with the terms of the  Articles,  will be duly and
                  validly issued, fully paid and non assessable.

            (b)   The  outstanding  shares of the capital  stock of CNE are duly
                  and validly issued,  fully paid and non  assessable,  and such
                  shares  of such  capital  stock,  and all  outstanding  stock,
                  options and other  securities  of CNE have been issued in full
                  compliance  with  the  registration  and  prospectus  delivery
                  requirements  of the  Securities  Act of 1933, as amended (the
                  "Act"), and the registration and qualification requirements of
                  all applicable


<PAGE>

                  state  securities  laws,  or  in  compliance  with  applicable
                  exemptions  therefrom,  and all other provisions of applicable
                  federal  and  state   securities  laws,   including,   without
                  limitation, anti-fraud provisions.

      4.6.  Liabilities. CNE has no liabilities of any kind, whether liquidated,
            contingent,  inchoate or  threatened,  that are not reflected on the
            Financial  Statements.  CNE has no  indebtedness  for borrowed money
            that CNE has directly or indirectly created,  incurred,  assumed, or
            guaranteed,  or with  respect  to  which  CNE has  otherwise  become
            directly or indirectly liable.

      4.7.  Title to Properties and Assets. CNE has good and marketable title to
            its material  properties  and assets held in each case subject to no
            mortgage, pledge, lien, encumbrance,  security interest or charge of
            any kind, except for purchase money security  interests  incurred in
            the  ordinary  course of  business.  With  respect  to the  material
            property and assets it leases,  CNE is in material  compliance  with
            such  leases and,  to the best of CNE's  knowledge,  CNE holds valid
            leasehold interests in such assets free of any liens,  encumbrances,
            security  interests or claims of any party other than the lessors of
            such property and assets.

      4.8.  Material  Contracts  and  Obligations.  All  agreements,  contracts,
            leases,  licenses,  instruments,   commitments  (oral  or  written),
            indebtedness,  liabilities  and other  obligations to which CNE is a
            party or by which it is bound that are (i)  material  to the conduct
            and operations of its business and  properties;  (ii) involve any of
            the officers,  consultants,  directors, employees or shareholders of
            CNE; or (iii) obligate CNE to share,  license or develop any product
            or technology are listed in Section 4.8 of the  Disclosure  Schedule
            and have been made available for inspection by Arrow Pacific and its
            counsel. For purposes of this Section 4.8, "material" shall mean any
            agreement,  contract,  indebtedness,  liability or other  obligation
            either:  (i) having an aggregate value,  cost or amount in excess of
            $10,000, or (ii) not terminable upon thirty days notice.

      4.9.  Litigation. There is no action, suit, proceeding, claim, arbitration
            or  investigation  ("Action")  pending  (or,  to the  best of  CNE's
            knowledge,   currently  threatened)  against  CNE,  its  activities,
            properties or assets or, to the best of CNE's knowledge, against any
            officer,  director  or  employee  of CNE  in  connection  with  such
            officer's,  director's or employee's  relationship  with, or actions
            taken on behalf of CNE. To the best of CNE's knowledge,  there is no
            factual  or legal  basis  for any such  Action  that  might  result,
            individually or in the aggregate,  in any material adverse change in
            the business,  properties,  assets, financial condition,  affairs or
            current  prospects  of  CNE.  By way of  example  but  not by way of
            limitation,  there are no Actions  pending  or, to the best of CNE's
            knowledge,  threatened  (or any  reasonable  basis therefor known to
            CNE) relating to the prior  employment of any of CNE's  employees or
            consultants,  their use in  connection  with CNE's  business  of any
            information,  technology or techniques allegedly  proprietary to any
            of  their  former  employers,  clients  or other  parties,  or their
            obligations  under any agreements with prior  employers,  clients or
            other parties. CNE is not a party to or subject to the provisions of
            any  order,  writ,  injunction,  judgment  or decree of any court or
            government agency or  instrumentality  and there is no Action by CNE
            currently pending or which CNE intends to initiate.


<PAGE>

      4.10. Governmental    Consents.   All   consents,    approvals,    orders,
            authorizations  or  registrations,   qualifications,   designations,
            declarations   or  filings   with  any   federal,   state  or  local
            governmental  authority  on the part of CNE  required in  connection
            with the consummation of the transactions  contemplated herein shall
            have been  obtained  prior to and be  effective  as of the  Closing.
            Based in part on the  representations  of Arrow Pacific set forth in
            Section 5 below,  the  offer,  sale and  issuance  of the  Shares in
            conformity  with the terms of this  Agreement  are  exempt  from the
            registration and prospectus delivery requirements of the Act.

      4.11. Compliance  with  Other  Instruments.  CNE is not in,  nor shall the
            conduct of its business as proposed to be  conducted  result in, any
            violation,  breach or  default of any term of CNE's  Certificate  of
            Incorporation  (the "Certificate of  Incorporation") or CNE's bylaws
            (the  "Bylaws") or in any material  respect of any material  term or
            provision of any material mortgage,  indenture,  contract, agreement
            or  instrument  to which CNE is a party or by which it may be bound,
            (the  "Company  Contracts")  or of any  provision  of  any  material
            foreign  or  domestic  state or  federal  judgment,  decree,  order,
            statute,  rule or regulation  applicable to or binding upon CNE. The
            execution,  delivery and  performance  of and  compliance  with this
            Agreement  and the  consummation  of the  transactions  contemplated
            hereby will not result in any such violation,  breach or default, or
            be in conflict  with or  constitute,  with or without the passage of
            time or the  giving of notice  or both,  either a default  under the
            Certificate of Incorporation or Bylaws, or any material agreement or
            contract of CNE, a default under the  Certificate of  Incorporation,
            the Bylaws or CNE  Contracts or, to the best of CNE's  knowledge,  a
            violation of any statutes,  laws, regulations or orders, or an event
            which  results in the  creation of any lien,  charge or  encumbrance
            upon any asset of CNE.

      4.12. Disclosure.  No  representation or warranty by CNE in this Agreement
            or in any  statement  or  certificate  signed by any  officer of CNE
            furnished  or to be  furnished  to Arrow  Pacific  pursuant  to this
            Agreement  contains  or  will  contain  any  untrue  statement  of a
            material  fact or omits  or will  omit to state  any  material  fact
            required  to be stated  therein  or  necessary  in order to make the
            statements  therein, in light of the circumstances in which they are
            made, not misleading.  Any financial projections and other estimates
            contained in such materials were prepared based on CNE's  experience
            and on  assumptions  of fact and opinion as to future  events  which
            CNE, at the date of the issuance of such  materials,  believed to be
            reasonable but which CNE cannot and does not assure or guarantee the
            attainment   of  in  any   manner.   Such   materials   may  contain
            forward-looking  statements  involving  known and unknown  risks and
            uncertainties  that may cause CNE's actual results in future periods
            or plans  for  future  periods  to differ  materially  from what was
            anticipated and no  representations  or warranties were or are being
            made with  respect  to any such  forward-looking  statements  or the
            probability of achieving any of the results projected in any of such
            forward-looking statements. As of the date hereof no facts have come
            to  the  attention  of  CNE  which  would,  in  the  opinion  of its
            management,   require  CNE  to  revise  or  amend  the   assumptions
            underlying  such  projections and other estimates or the conclusions
            derived therefrom in any material respect.

      4.13. Registration  Rights.  CNE has not  granted  or  agreed to grant any
            person  or  entity  any  rights  (including  piggyback  registration
            rights) to have any securities of CNE


<PAGE>

            registered with the United States Securities and Exchange Commission
            (the "SEC") or any other governmental authority.

      4.14. Insurance.  CNE has obtained,  or will obtain  (within 15 days after
            Closing) and will  maintain,  fire and casualty  insurance  policies
            with extended coverage,  sufficient in amount (subject to reasonable
            deductibles) to allow it to replace any of its properties that might
            be damaged or destroyed.

      4.15. Financial  Statements.  Section 4.15 of the Disclosure Schedule sets
            forth the audited  balance sheet of CNE dated  __________  __, 200__
            (the "Balance Sheet Date"); the unaudited balance sheet of CNE dated
            __________  ___, 2005;  the audited income  statement of CNE for the
            period  ended   __________  ___,  200__  and  the  unaudited  income
            statement of CNE for the period ended __________ ___, 2005 (all such
            financial  statements being  collectively  referred to herein as the
            "Financial  Statements").  Such  Financial  Statements  (a)  are  in
            accordance with the books and records of CNE, (b) are true,  correct
            and  complete  in all  material  respects  and  present  fairly  the
            financial  condition of CNE at the date or dates  therein  indicated
            and the  results of  operations  for the  period or periods  therein
            specified,  and (c) have been prepared in accordance  with generally
            accepted accounting principles applied on a consistent basis, except
            as to the unaudited financial statements,  for the omission of notes
            thereto and normal year-end audit adjustments. Specifically, but not
            by way of limitation, the respective balance sheets of the Financial
            Statements  disclose all of CNE's material  debts,  liabilities  and
            obligations of any nature, whether due or to become due, as of their
            respective   dates   (including,   without   limitation,    absolute
            liabilities, accrued liabilities, and contingent liabilities) to the
            extent such debts,  liabilities  and  obligations are required to be
            disclosed  in  accordance   with   generally   accepted   accounting
            principles.  CNE has good and  marketable  title to all  assets  set
            forth on the balance sheets of the Financial Statements,  except for
            such assets as have been spent,  sold or transferred in the ordinary
            course of business since their respective dates.

      4.16. Certain  Actions.  Since the Balance  Sheet Date,  CNE has not:  (a)
            declared  or  paid  any   dividends,   or  authorized  or  made  any
            distribution  upon or with  respect  to any  class or  series of its
            capital stock;  (b) incurred any  indebtedness for money borrowed or
            incurred  any  other  liabilities  individually  in  excess  of  ten
            thousand  dollars  ($10,000)  or in excess of twenty  five  thousand
            dollars  ($25,000) in the aggregate;  (c) made any loans or advances
            to any person,  other than ordinary advances for travel expenses and
            other customary amounts reimbursable to employees and officers;  (d)
            sold,  exchanged  or otherwise  disposed of any  material  assets or
            rights other than the sale of  inventory  in the ordinary  course of
            its business;  or (e) entered into any transactions  with any of its
            officers,  directors or employees or any entity controlled by any of
            such individuals.

      4.17. Activities  Since Balance Sheet Date.  Since the Balance Sheet Date,
            there has not been:

            (a)   any  damage,  destruction  or loss,  whether or not covered by
                  insurance,  materially  and  adversely  affecting  the assets,
                  properties, financial


<PAGE>

                  condition, operating results, prospects or business of CNE (as
                  presently   conducted   and  as   presently   proposed  to  be
                  conducted);

            (b)   any  waiver by CNE of a valuable  right or of a material  debt
                  owed to it;

            (c)   any   satisfaction   or  discharge  of  any  lien,   claim  or
                  encumbrance or payment of any  obligation by CNE,  except such
                  satisfaction, discharge or payment made in the ordinary course
                  of business  that is not  material to the assets,  properties,
                  financial condition, operating results or business of CNE;

            (d)   any material  change or  amendment  to a material  contract or
                  arrangement by which CNE or any of its assets or properties is
                  bound or subject,  except for changes or amendments  which are
                  expressly provided for or disclosed in this Agreement;

            (e)   any  material  change  in  any  compensation   arrangement  or
                  agreement with any present or prospective employee, contractor
                  or director  not  approved by CNE's  Board of  Directors  (the
                  "Board"); or

            (f)   to  CNE's  knowledge,  any  other  event or  condition  of any
                  character  which would  materially  and  adversely  affect the
                  assets, properties,  financial condition, operating results or
                  business of CNE.

      4.18. Tax Matters.  There have been no  examinations  or audits of any tax
            returns  or  reports  by any  applicable  federal,  state  or  local
            governmental  agency. CNE has duly filed all federal,  state, county
            and local tax returns required to have been filed by it and paid all
            taxes  shown  to be due on such  returns.  There  are in  effect  no
            waivers of applicable  statutes of limitations with respect to taxes
            for any year.

      4.19. Tax Elections.  CNE has not elected pursuant to the Internal Revenue
            Code of 1986,  as  amended  (the  "Code"),  to be  treated as an "S"
            corporation or a collapsible  corporation pursuant to Section 341(f)
            or Section  1362(a) of the Code, nor has it made any other elections
            pursuant to the Code (other than  elections  which relate  solely to
            matters of accounting, depreciation or amortization) that would have
            a material affect on CNE, its financial  condition,  its business as
            presently  conducted or presently proposed to be conducted or any of
            its properties or material assets.

      4.20. Environmental  Matters.  During  the  period  that CNE has  owned or
            leased its  properties  and  facilities,  (a) CNE has not  disposed,
            released or  threatened to release  Hazardous  Materials (as defined
            below) on, from or under such  properties or facilities in violation
            of the law, and (b) neither CNE nor, to CNE's  knowledge,  any third
            party,  has used,  generated,  manufactured  or stored on,  under or
            about such  properties or facilities or  transported to or from such
            properties or facilities any Hazardous Materials in violation of the
            law. CNE has no knowledge of any  presence,  disposals,  releases or
            threatened  releases of Hazardous Materials on, from or under any of
            such properties or facilities,  which may have occurred prior to CNE
            having taken possession of any of such properties or facilities. For
            purposes of this Agreement,  the terms  "disposal",  "release",  and
            "threatened release" shall have the definitions assigned thereto by


<PAGE>

            the Comprehensive Environmental Response, Compensation and Liability
            Act of 1980, 42 U.S.C.  Section 9601 et seq., as amended ("CERCLA").
            For the purposes of this Section,  "Hazardous  Materials" shall mean
            any  hazardous  or  toxic  substance,  material  or  waste  which is
            regulated under, or defined as a "hazardous substance," "pollutant,"
            "contaminant,"   "toxic  chemical,"   "hazardous  material,"  "toxic
            substance,"  or  "hazardous  chemical,"  under (i) CERCLA;  (ii) the
            Emergency  Planning  and  Community  Right-to-Know  Act,  42  U.S.C.
            Section 11001 et seq.; (iii) the Hazardous Materials  Transportation
            Act, 49 U.S.C.  Section  1801,  et seq.;  (iv) the Toxic  Substances
            Control Act, 15 U.S.C.  Section 2601 et seq.;  (v) the  Occupational
            Safety and Health Act of 1970, 29 U.S.C.  Section 651 et seq.;  (vi)
            regulations  promulgated  under any of the above statutes;  or (vii)
            any  applicable  state  or  local  statute,   ordinance,   rule,  or
            regulation  that has a scope or purpose  similar  to those  statutes
            identified above.

      4.21. Interested Party Transactions.  No officer or director of CNE or any
            "affiliate" or  "associate"  (as those terms are defined in Rule 405
            promulgated  under the 1933 Act) of any such person has had,  either
            directly or  indirectly,  a material  interest in: (a) any person or
            entity which  purchases from or sells,  licenses or furnishes to CNE
            any goods,  property,  technology,  intellectual  or other  property
            rights or services; or (b) any contract or agreement to which CNE is
            a party or by which it may be bound or affected.

      4.22. Stock  Restriction  Agreements.  Each  person  who,  pursuant to any
            benefit,  bonus  or  incentive  plan of  CNE,  holds  any  currently
            outstanding shares of common stock or other securities of Company or
            any  option,  warrant  or  right to  acquire  such  shares  or other
            securities,  has entered into or is otherwise bound by, an agreement
            granting CNE (a) the right to repurchase the shares for the original
            purchase  price,  or to cancel the option,  warrant or right, in the
            event the holder's employment or services with CNE terminate for any
            reason,  subject to release of such repurchase or cancellation right
            on terms and conditions  specified by the Board,  and (b) a right of
            first refusal with respect to all such shares.  CNE has furnished to
            Arrow  Pacific  true and  complete  copies  of the forms of all such
            stock restriction agreements.

5.    Representations and Warranties of Arrow Pacific.  Arrow Pacific represents
      and warrants to CNE as follows:

      5.1.  Authorization.  This  Agreement when executed and delivered by Arrow
            Pacific will  constitute a valid and legally  binding  obligation of
            Arrow Pacific, subject, as to enforcement of remedies, to applicable
            bankruptcy, insolvency, moratorium,  reorganization and similar laws
            affecting  creditors'  rights  generally  and to  general  equitable
            principles.

      5.2.  Investigation; Economic Risk. Arrow Pacific acknowledges that it has
            had an  opportunity  to discuss  the  business,  affairs and current
            prospects  of  CNE  with  its  officers.   Arrow   Pacific   further
            acknowledges  having had access to information about CNE that it has
            requested.  Arrow Pacific  acknowledges  that it is able to fend for
            itself in the  transactions  contemplated  by this Agreement and has
            the ability to bear the economic risks of its investment pursuant to
            this Agreement.


<PAGE>

      5.3.  Purchase for Own Account.  The Shares and the Conversion Shares will
            be acquired for its own account,  not as a nominee or agent, and not
            with a view to or in connection with the sale or distribution of any
            part thereof.

      5.4.  Exempt  from  Registration;  Restricted  Securities.  Arrow  Pacific
            understands  that the Shares and the  Conversion  Shares will not be
            registered  under the Act, on the ground that the sale  provided for
            in this  Agreement  is exempt from  registration  under the Act, and
            that the reliance of CNE on such  exemption is predicated in part on
            Arrow Pacific's  representations set forth in this Agreement.  Arrow
            Pacific  understands that the Shares and the Conversion Shares being
            purchased hereunder are restricted  securities within the meaning of
            Rule 144  under  the Act;  and that the  Shares  and the  Conversion
            Shares are not registered and must be held indefinitely  unless they
            are subsequently  registered or an exemption from such  registration
            is available.

      5.5.  Restrictive   Legend.   It  is  understood  that  each   certificate
            representing the Shares,  and any other securities issued in respect
            of the any of the foregoing  upon any stock split,  stock  dividend,
            recapitalization,  merger  or  similar  event  shall be  stamped  or
            otherwise  imprinted  with a legend  substantially  in the following
            form:

            THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
            SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT"),  OR  UNDER  THE
            SECURITIES  LAWS OF ANY  STATES.  THESE  SECURITIES  ARE  SUBJECT TO
            RESTRICTIONS   ON   TRANSFERABILITY   AND  RESALE  AND  MAY  NOT  BE
            TRANSFERRED  OR  RESOLD  EXCEPT AS  PERMITTED  UNDER THE ACT AND THE
            APPLICABLE  STATE  SECURITIES  LAWS,  PURSUANT  TO  REGISTRATION  OR
            EXEMPTION  THEREFROM.  INVESTORS  SHOULD  BE AWARE  THAT THEY MAY BE
            REQUIRED  TO BEAR  THE  FINANCIAL  RISKS OF THIS  INVESTMENT  FOR AN
            INDEFINITE  PERIOD  OF TIME.  THE  ISSUER  OF THESE  SECURITIES  MAY
            REQUIRE  AN OPINION  OF  COUNSEL  IN FORM AND  SUBSTANCE  REASONABLY
            SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED  TRANSFER
            OR RESALE IS IN  COMPLIANCE  WITH THE ACT AND ANY  APPLICABLE  STATE
            SECURITIES LAWS.

            Certificates  bearing the  foregoing  legend  will be replaced  with
            certificates without such legend if and when the restrictions giving
            rise to that legend no longer apply.

6.    Protective  Provisions.  CNE grants Arrow  Pacific the  following  rights,
      which will be reflected  in the  Articles and which rights will  terminate
      upon  the   conversion   of  the  Shares  into  shares  of  Common  Stock.
      Notwithstanding any provisions to the contrary in this Agreement or in any
      other  agreement  or document  that binds CNE,  CNE will not,  without the
      affirmative  vote of the majority of owners of the Shares,  perform any of
      the following acts:

      (a)   authorize,  create or issue or agree to  authorize,  create or issue
            any capital stock or any other equity  security of any kind or class
            or increase or decrease (other than by redemption or conversion) the
            number of  authorized  or issued  shares of any capital stock or any
            other equity in CNE; or (without limiting the intentionally


<PAGE>

            broad scope of the preceding provision) declare a forward or reverse
            stock split or a stock dividend;

      (b)   take any action that results in the  redemption or repurchase of any
            shares of Common Stock or any other equity in CNE;

      (c)   grant registration rights to any holder of the capital stock of CNE;

      (d)   perform a merger, consolidation or other recapitalization;

      (e)   sell all, or substantially all, of CNE's assets;

      (f)   enter into, amend or waive any material agreements,  arrangements or
            understandings with any affiliates,  including,  without limitation,
            investors;

      (g)   make a significant change in accounting policy;

      (h)   incur   indebtedness,   other  than  to  suppliers  and   purchasers
            consistent  with  industry  practice  and  otherwise in the ordinary
            course of business;

      (i)   pledge or otherwise encumber a substantial part of its assets;

      (j)   make loans or otherwise  lend money or assets,  other than extending
            credit in the ordinary course of business;

      (k)   repay  loans,   notes  payable  or  other  amounts  payable  to  any
            investors;

      (l)   make any  distributions  to any officer,  director or stockholder of
            CNE or to any of their family or affiliates;

      (m)   increase or commit to increase any compensation; or pay or commit to
            pay any bonuses to any officer, director or stockholder of CNE or to
            any or to any of their family or affiliates;

      (n)   pay any  accounts  payable  other  than in the  ordinary  course  of
            business and in a manner that is commercially reasonable;

      (o)   dissolve or otherwise terminate CNE's existence;

      (p)   file for bankruptcy protection;

      (q)   alter CNE's primary business focus;

      (r)   alter the rights, designations and preferences of any its classes of
            its  shares of  capital  stock or other  equity  in CNE,  including,
            without limitation , the Shares or the Common Stock;

      (s)   make any  determination  concerning the compensation of directors or
            committee  members  for  their  service  on the  Board or  committee
            thereof;


<PAGE>

      (t)   alter the number of  directors  serving on CNE's board of  directors
            and the manner in which the composition of the Board of Directors is
            determined;

      (u)   amend, alter or replace CNE's Certificate of Formation or By-Laws in
            effect as of the Effective Date; or

      (v)   amend or terminate this Agreement

7.    Conditions to Arrow Pacific's  Obligations at the Closing.  The obligation
      of Arrow  Pacific to purchase  the Shares at the Closing is subject to the
      fulfillment,  to the  satisfaction  of  Arrow  Pacific  on or prior to the
      Closing, of the following conditions:

      7.1.  Representations  and Warranties  Correct.  The  representations  and
            warranties made by CNE in Section 4 hereof shall be true and correct
            when made,  and shall be true and  correct as of the date of Closing
            with the same force and effect as if they had been made on and as of
            such date,  subject to changes  contemplated by this Agreement;  and
            CNE shall have  performed  all  obligations  and  conditions  herein
            required  to be  performed  or  observed  by it on or  prior  to the
            Closing.

      7.2.  Performance  of  Obligations.  CNE shall have performed and complied
            with all agreements,  obligations  and conditions  contained in this
            Agreement  that are required to be performed or complied  with by it
            on or before the  Closing  and shall have  obtained  all  approvals,
            consents and  qualifications  necessary to complete the purchase and
            sale described herein.

      7.3.  Proceedings  and Documents.  All corporate and other  proceedings in
            connection  with  the  transactions   contemplated  hereby  and  all
            documents and  instruments  incident to such  transactions  shall be
            satisfactory  in  substance  and form to Arrow  Pacific,  and  Arrow
            Pacific  shall  have  received  all such  counterpart  originals  or
            certified  or other copies of such  documents  as it may  reasonably
            request.

      7.4.  Consents and Waivers.  CNE shall have  obtained any and all consents
            and  waivers  necessary  or  appropriate  for  consummation  of  the
            transactions contemplated by this Agreement.

      7.5.  Compliance  Certificate.  At the Closing, CNE shall deliver to Arrow
            Pacific a  certificate,  dated the date of  Closing,  and  signed by
            CNE's President certifying that the conditions specified in Sections
            7.1, 7.2, 7.7 and 7.8 have been fulfilled.

      7.6.  Securities  Laws.  The offer and sale of the Shares to Arrow Pacific
            pursuant to this  Agreement  shall be exempt  from the  registration
            requirements of the Act and the  registration  and/or  qualification
            requirements of all applicable state securities laws.

      7.7.  Amendment to Articles.  The Articles shall have been duly adopted by
            CNE by all necessary  corporate action of its Board of Directors and
            shareholders and shall have been duly filed with and accepted by the
            Secretary of State of the State of Delaware.


<PAGE>

      7.8   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.

8.    Conditions to CNE's  Obligations  at the Closing.  The  obligations of CNE
      under  this  Agreement  are  subject to the  fulfillment  at or before the
      Closing of the following conditions:

      8.1.  Representations  and Warranties.  The representations and warranties
            of Arrow  Pacific  contained in Section 5 hereof shall be true as of
            the Closing.

      8.2.  Agreement and Plan of Merger.  Arrow Pacific shall have entered into
            and delivered to CNE the Agreement and Plan of Merger.

9.    Miscellaneous.

      9.1.  Governing Law. This  Agreement  shall be governed in all respects by
            the laws of the  state of  Delaware  without  regard  to  provisions
            regarding choice of laws.

      9.2.  Survival. The representations,  warranties, covenants and agreements
            made herein shall survive any investigation made by any party hereto
            and the closing of the transactions contemplated hereby.

      9.3.  Successors   and  Assigns.   This   Agreement  and  the  rights  and
            obligations  herein  may not be  assigned  by Arrow  Pacific  or CNE
            without the written consent of the non-assigning party.

      9.4.  Entire  Agreement.  This  Agreement,  including  the  schedules  and
            exhibits hereto (which are hereby expressly  incorporated  herein by
            this reference),  constitute the entire  understanding and agreement
            between the parties with regard to the subjects  hereof and thereof;
            provided, however, that nothing in this Agreement shall be deemed to
            terminate or supersede  the  provisions of any  confidentiality  and
            nondisclosure agreements executed by the parties hereto prior to the
            Effective Date,  which  agreements  shall continue in full force and
            effect until terminated in accordance with their respective terms.

      9.5.  Notices.  Except as may be otherwise  provided herein,  all notices,
            requests,  waivers and other  communications  made  pursuant to this
            Agreement  shall be in writing and shall be  conclusively  deemed to
            have been duly given (a) when hand delivered to the other party; (b)
            when  received  when sent by facsimile at the address and number set
            forth below;  (c) three business days after deposit in the U.S. mail
            with first class or certified mail receipt requested postage prepaid
            and addressed to the other party as set forth below; or (d) the next
            business  day  after  deposit  with a  national  overnight  delivery
            service,  postage  prepaid,  addressed  to the  parties as set forth
            below with next-business-day delivery guaranteed,  provided that the
            sending party receives a confirmation  of delivery from the delivery
            service provider.

<TABLE>
<CAPTION>
            If to CNE to:                                If to Arrow Pacific to:
            ------------                                 ----------------------
<S>                                                      <C>
            Chairman and Chief Executive Officer         Arrow Pacific Resources (S) Pte. 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:____________
</TABLE>


<PAGE>

            Each person  making a  communication  hereunder by  facsimile  shall
            promptly   confirm  by   telephone   to  the  person  to  whom  such
            communication  was  addressed  each  communication  made  by  it  by
            facsimile pursuant hereto but the absence of such confirmation shall
            not  affect  the  validity  of any such  communication.  A party may
            change  or  supplement  the  addresses  given  above,  or  designate
            additional addresses, for purposes of this Section 9.5 by giving the
            other  party  written  notice of the new  address  in the manner set
            forth above.

      9.6.  Amendments  and Waivers.  Any term of this  Agreement may be amended
            only with the written consent of CNE and Arrow Pacific.

      9.7.  Delays or  Omissions.  No delay or omission  to exercise  any right,
            power or remedy accruing to CNE or to Arrow Pacific, upon any breach
            or default of any party  hereto under this  Agreement,  shall impair
            any such right,  power or remedy of CNE, or Arrow  Pacific nor shall
            it be construed to be a waiver of any such breach or default,  or an
            acquiescence therein, or of any similar breach of default thereafter
            occurring;  nor shall any  waiver  of any  other  breach or  default
            theretofore or thereafter occurring.  Any waiver, permit, consent or
            approval  of any  kind or  character  on the  part  of CNE or  Arrow
            Pacific of any breach of default under this  Agreement or any waiver
            on the part of CNE or Arrow Pacific of any  provisions or conditions
            of this Agreement, must be in writing and shall be effective only to
            the extent  specifically  set forth in such  writing.  All remedies,
            either under this Agreement,  or by law or otherwise afforded to CNE
            or Arrow Pacific shall be cumulative and not alternative.

      9.8.  Legal  Fees.  Each Party  will pay the fees of its own  accountants,
            attorneys,  investment  advisors and other  professionals  that that
            party incurred in connection  with the preparation of this Agreement
            and  the  consummation  of  the  transactions  that  this  Agreement
            contemplates;  provided, however, that Arrow Pacific shall reimburse
            CNE for such fees in the amount of Fifty Thousand Dollars  ($50,000)
            immediately  upon the  execution  of this  Agreement  and the Merger
            Agreement,  provided and subject to the  condition  that CNE is then
            listed and approved for trading on the American Stock  Exchange.  In
            the  event of any  action  at law,  suit in  equity  or  arbitration
            proceeding  in  relation  to this  Agreement  or any Shares or other
            securities of CNE issued or to be issued, the prevailing party shall
            be paid by the  other  party a  reasonable  sum for such  prevailing
            party's attorney's fees and expenses in connection with such action,
            suit or proceeding.

      9.9.  Finder's  Fees.  Each party (a) represents and warrants to the other
            party hereto that it has retained no finder or broker in  connection
            with the transactions contemplated by this Agreement, and (b) hereby
            agrees to indemnify and to hold harmless the other party hereto from
            and against any liability for any commission or  compensation in the
            nature of a finder's  fee of any broker or other person or firm (and
            the costs and  expenses  of  defending  against  such  liability  or
            asserted  liability) for which the indemnifying  party or any of its
            employees or representatives are responsible.


                                       63
<PAGE>

      9.10. Titles and Subtitles.  The titles of the sections and subsections of
            this Agreement are for  convenience of reference only and are not to
            be considered in construing this Agreement.

      9.11. Counterparts.  This  Agreement  may be  executed  in any  number  of
            counterparts,  each of which shall be an original,  but all of which
            together shall constitute one instrument.

      9.12. Severability.  Should any provision of this  Agreement be determined
            to be illegal or unenforceable,  such determination shall not affect
            the remaining provisions of this Agreement.


<PAGE>

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
day and year herein above first written.

CNE Group, Inc.                               Arrow Pacific Resources (S) Pte.
                                              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


<PAGE>

                                    EXHIBIT A
                                  Arrow Pacific

                            #of Series AAA Preferred
Arrow Pacific:                   Shares Purchased                 Purchase Price
--------------------------------------------------------------------------------



<PAGE>

                                    EXHIBIT B
                           CERTIFICATE OF DESIGNATIONS



<PAGE>

                                    EXHIBIT C
                             SCHEDULE OF EXCEPTIONS



<PAGE>

                                    EXHIBIT D
                               DISCLOSURE SCHEDULE