EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (hereinafter,  the "Agreement" or the "Employment
Agreement") is entered into as of the 23rd day of April 2003, between CNE Group,
Inc. (hereinafter called the "Company") and George W. Benoit (hereinafter called
the "Employee").

                              W I T N E S S E T H:

     WHEREAS,  the  Employee,  who is  currently  employed by the Company as its
Chairman,  has acquired outstanding and special skills and ability and extensive
background and knowledge of the wireless communications business; and

     WHEREAS,  the Company desires to continue to utilize such skills,  ability,
background and knowledge; and

     WHEREAS, the Company desires to continue to employ the Employee as Chairman
and CEO of the Company and to provide him with  certain  performance  incentives
and bonus opportunities on the terms and conditions hereinafter set forth; and

     WHEREAS,  the Employee  desires to continue in the employ of the Company as
the Chairman and CEO on the terms and conditions hereinafter set forth; and

     WHEREAS,  the  Employee  represents  and  warrants  that  he  is  under  no
restriction  or  disability by reason of any prior  contract or otherwise  which
would prevent him from entering into and performing this Employment Agreement.

     NOW THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereto covenant and agree as follows:

1.   Term.  The Company  hereby  employs the  Employee to perform and  discharge
     services and duties as the President and CEO of the Company for a three (3)
     year  initial  term,  commencing  on April 23, 2003 and ending on April 30,
     2006,  unless  otherwise  extended or  terminated as provided  herein.  The
     Corporation shall maintain its principal corporate offices in New York, New
     York  throughout  the  term of this  Agreement  and  during  any  extension
     thereof,  from which the Employee's duties and obligations  hereunder shall
     be performed.  This Employment Agreement shall automatically be extended on
     May 1, 2006 and on each  anniversary  thereafter  for an additional one (1)
     year (i.e., the term shall be rolling), unless either party hereto provides
     the other with written notice of his/its intent not to renew this Agreement
     on or before April 1, 2006 and each succeeding April 1.

2.   Duties. The Employee shall work for the Company and devote his best efforts
     during the term hereof to perform the services and duties  assigned to him.
     Employee shall serve as an officer and/or director of the Company or of any
     subsidiary,  if so  elected.  Employee  may  engage  in other  business  or
     employment  during  the  term  hereof,   provided  that  such  business  or
     employment  does not compete with the Company's  business or interfere with
     the  performance of the Employee's  duties and  obligations  hereunder.


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3.   Compensation; Termination. During the time of his employment:

     a)   The  Company  shall pay the  Employee  an annual  gross  salary of one
          hundred fifty thousand dollars  ($150,000.00) per year ("Base Fee") in
          bi-weekly  installments.   Such  installments  being  subject  to  all
          withholding of taxes required by federal, state and local authorities.

     b)   In addition to the Base Fee set forth above, the Board of Directors of
          CNE Group, Inc. (the "Parent") may determine a Bonus Amount to be paid
          to the employee.

     c)   This Agreement shall terminate:  (i) at the end of the initial term or
          any  extension  thereof  as  provided  in  Paragraph  1; (ii) upon the
          Employee's  death;  (iii)  upon  the  Employee's  disability,  if such
          disability  prevents him from  performing his  obligations  under this
          Agreement for six (6)  consecutive  months during any term hereof;  or
          (iv) upon  termination of the Employee's  employment  with the Company
          for cause as provided herein.  It is understood and agreed between the
          Employee and the Company that the Base Fee, the Bonus amount,  and any
          other  compensation  provided to the Employee herein shall continue to
          be paid to the  Employee  until  the end of the  initial  term of this
          Agreement  or  any  extension  thereof,  except  if  the  Employee  is
          terminated for cause as provided  herein,  in which case, the Employee
          shall be  entitled  only to a prorated  amount of the Base Fee and the
          Bonus amount earned up to the time his  employment  terminates as well
          as any accrued and unused  vacation  time earned up to that time.  The
          Company  shall have the right to terminate the  Employee's  employment
          for cause upon ten (10) days written  notice to the Employee  only for
          the following  reasons:  (i) if the Employee is convicted of a felony;
          (ii) if the Employee commits theft of the Company's  assets;  or (iii)
          if the Employee commits fraud against the Company.

     d)   The Employee shall be entitled to participate at the highest executive
          level in all benefit  programs of the  Company  currently  existing or
          hereafter   made   available  to  executives   and/or  other  salaried
          employees,  as well as any other benefit programs  including,  but not
          limited to, pension and other retirement plans,  group life insurance,
          hospitalization,  medical (including, but not limited to, surgical and
          major medical) insurance, health and accident insurance,  director and
          officer  insurance,  sick leave,  salary  continuation,  stock  option
          plans, vacation and holidays, cellular telephone and all related costs
          and expenses, long-term disability, and other fringe benefits.

     e)   The Employee shall be entitled to reasonable time to utilize  vacation
          as the  Employee  shall  determine  in his sole  discretion;  provided
          however,  that the Employee  shall evidence  reasonable  judgment with
          regard  to  appropriate  vacation   scheduling.   Notwithstanding  the
          foregoing,  the Employee  shall be entitled to a minimum of four ( 4 )
          weeks paid  vacation  per year.  The  Employee  shall be  permitted to
          accrue  vacation time from all previous  years of employment  with the
          Company,   notwithstanding   Company  policy  to  the  contrary.  Upon
          termination  of this  Agreement for any reason,  the Employee shall be
          fully compensated for all properly accrued and unused vacation time.

     f) The Employee  shall receive a grant pursuant to the Company's 2003 Stock
     Incentive


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<PAGE>

     Plan, upon its adoption, for an option to  purchase 500,000 shares of the
     Company's common stock.

4.   Non-Competition.  Employee  agrees  that  while  in the  employment  of the
     Company,  and,  for a period  of two (2)  years  thereafter,  he will  not,
     directly or indirectly, own, manage, operate, participate as a principal in
     or be employed by or otherwise be interested  financially  in, or connected
     in  any  commercial  manner  with,  any  business  directly  or  indirectly
     competitive  with that conducted by the Company.  The Company agrees to pay
     to the Employee, on a quarterly basis, in advance, during this two (2) year
     period  following the  Employee's  employment  with the Company one hundred
     percent  (100%) of the total Base Fee in  consideration  for the Employee's
     lost opportunities.

5.   Confidentiality.  Employee  agrees  that  while  in the  employment  of the
     Company,  directly  or  indirectly,  and  for a  period  of two  (2)  years
     thereafter,  so long as payments to be made to him  pursuant to Paragraph 4
     hereof are  current,  that he will not  (unless in the  performance  of his
     duties hereunder) make use of, or divulge to any person any confidential or
     proprietary  information  in the  nature of trade  secrets  concerning  the
     business,  customers,  accounts  or  finances  of, or any of the methods of
     doing  business used by the Company,  or of the dealings,  transactions  or
     affairs  of the  Company  or any of its  customers  which  have come to his
     knowledge during his engagement with the Company,  either during the period
     of this Agreement or of any other  employment type arrangement with Company
     (together "Confidential Information").  No information will be deemed to be
     Confidential  Information  if it  (i) is or  becomes  known  to the  public
     through no fault of Employee or (ii) is independently obtained or developed
     by a third person without breach of any obligation to the Company.

     Notwithstanding anything stated above to the contrary, Employee will not be
in violation of this Paragraph if he discloses  Confidential  Information in the
following circumstances:

     a)   disclosure  is  necessary to enable  Employee to enforce  rights under
          this Agreement;

     b)   disclosure is required by law;

     c)   disclosure  is  to  Employee's  attorneys  and/or  accountants,   said
          disclosure  is necessary  and  appropriate  in the ordinary  course of
          Employee's   business   relationship   with  said   attorneys   and/or
          accountants and said attorneys and/or  accountants agree in writing to
          by bound by the confidentiality provisions set forth herein.

6.   Non-Interference.  Employee  agrees for a period of two (2) years following
     the termination of his employment by the Company, so long as payments to be
     made to him pursuant to  Paragraph 4 hereof are current,  that he will not,
     directly or indirectly  through any person,  firm or corporation with which
     he is  affiliated,  (i)  endeavor or attempt,  directly or  indirectly,  to
     induce any person who shall have been at any time during his  employment by
     the Company a customer or client of the Company to cease  dealing  with the
     Company,  or (ii) solicit the  employment of any employee of the Company on
     behalf  of any other  person or  otherwise  interfere  with the  employment
     relationship  between  any  employee  or  officer  of the  Company  and the
     Company.



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<PAGE>

7.   Delivery of Materials.  Employee  agrees that upon the  termination  of his
     engagement he will deliver to the Company all documents,  papers, materials
     and other property of the Company  relating to its affairs,  which may then
     be in his possession or under his control.

8.   Remedies.  Employee  agrees that in the event he is terminated for cause as
     provided herein, that he shall be required to comply with the provisions of
     Paragraphs 5, 6, 7 and 8 hereof. Upon any material breach of this Agreement
     by either party hereto, the non-breaching party shall be entitled, if it so
     elects,  to  institute  and  prosecute  proceedings  at law or in equity to
     obtain  damages  with  respect to such  breach or to enforce  the  specific
     performance  of this  Agreement  by the other or to enjoin  the other  from
     engaging in any activity in violation hereof.  The provisions of Paragraphs
     4, 5, 6, 7 and 8 hereof will survive any termination of this Agreement.  In
     addition,  if the Company materially breaches this Agreement,  the Employee
     shall  have the right to  accelerate  all  payments  owed to him under this
     Agreement for the remaining term or any extension  term of this  Agreement,
     including  the two (2) year  period  following  employment  as  provided in
     Paragraph 4 hereof.  Such payments shall become immediately due and payable
     to the Employee upon notice of acceleration to the Company.  If the Company
     fails to immediately pay in full all amounts due to the Employee under this
     Agreement  upon  receiving  notice of  acceleration  by the Employee,  then
     interest shall accrue on any unpaid amounts due,  including any accrued and
     unpaid  interest,  at the rate of eighteen  percent  (18%) per annum or the
     maximum  legal rate allowed under  applicable  state and federal laws until
     paid in full.

9.   Entire Agreement.  This Agreement  constitutes the entire agreement between
     the parties and  contains  all of the  agreements  between the parties with
     respect to the subject matter hereof. This Agreement supersedes any and all
     other agreement,  including any employment type agreement  between Employee
     and the Company, either oral or in writing.

10.  Amendment. This Agreement may not be amended except by an instrument signed
     by both parties hereto, or by their duly appointed representatives.

11.  Governing Law; Venue; Jurisdiction. This Agreement shall be governed by and
     construed  in  accordance  with the laws of the  State of New York  without
     regard to the conflicts of law principles  thereof.  Any proceeding arising
     between the parties hereto,  relating to this  Agreement,  shall be held in
     New York New York.

12.  Waiver. The failure or delay of a party at any time to require  performance
     by another party of any provision of this Agreement,  even if known,  shall
     not affect the right of such party to require performance of that provision
     or to exercise any right, power or remedy hereunder,  and any waiver by any
     party of any  breach  of any  provision  of this  Agreement  should  not be
     construed  as a waiver  of any  continuing  or  succeeding  breach  of such
     provisions,  a waiver of the  provision  itself,  or a waiver of any right,
     power or remedy under this  Agreement.  No notice to or demand on any party
     in any case shall,  of itself,  entitle  such party to any other or further
     notice or demand in similar or other circumstances.

13.  Severability.   Every  provision  in  this  Agreement  is  intended  to  be
     severable,  and if any term


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<PAGE>

     or  provision  in this  Agreement  is  illegal  or  invalid  for any reason
     whatsoever,  such  provision  shall  be  invalid,  but such  illegality  or
     invalidity  shall not affect the  legality or validity of the  remainder of
     this Agreement.

14.  Assignment. This Agreement and the rights and duties hereunder shall not be
     assignable by either party, except with the other party's written consent.

15.  Counterparts.  This Agreement may be executed in two or more  counterparts,
     each of which shall be deemed an original but all of which shall constitute
     but one agreement.

16.  Headings.  The headings of the sections are for convenience  only and shall
     not  control or affect the  meaning or  construction  or limit the scope or
     intent of any of the provisions of this Agreement.

17.  Attorney's  Fees. In the event a dispute  arises  between the parties under
     this  Agreement,  the  prevailing  party  shall be  entitled to recover his
     reasonable costs and attorney's fees from the non-prevailing party. As used
     herein,  reasonable  costs  and  attorney's  fees  include  any  costs  and
     attorney's fees in any appellate proceeding.

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

CNE Group, Inc.

/s/ Michael J. Gutowski
-------------------------------
Michael J. Gutowski, President

/s/ George W. Benoit
-------------------------------
George W. Benoit, Employee