Registered #
            ------------
                                 CNE GROUP, INC.
                              10% SUBORDINATED NOTE
                                 DUE      , 2004
                                    ------
$                                                                       __, 2003
 ---------

     THIS  NOTE  IS  ISSUED  PURSUANT  TO AN  EXEMPTION  FROM  THE  REGISTRATION
     PROVISIONS OF THE SECURITIES ACT OF 1933 (THE "ACT") AND THE  QUALIFICATION
     PROVISIONS OF APPLICABLE STATE  SECURITIES LAWS.  NEITHER IT NOR THE SHARES
     OF COMMON STOCK INTO WHICH IT CAN BE CONVERTED CAN BE SOLD, HYPOTHECATED OR
     OTHERWISE  TRANSFERRED UNLESS REGISTERED  PURSUANT TO THE ACT AND QUALIFIED
     UNDER  APPLICABLE  STATE LAW OR, IN THE  OPINION OF  COUNSEL  TO MAKER,  AN
     EXEMPTION THEREFROM IS AVAILABLE.

FOR VALUE RECEIVED,  the undersigned,  CNE GROUP,  INC., a Delaware  corporation
with  offices at 200 West 57th  Street,  Suite  1103,  New York,  New York 10019
("Maker"),  promises to pay to           with an address at           ("Payee"),
                              -----------                  -----------
           on , 2004 except as otherwise  provided herein (the "Maturity Date"),
-----------
 the principal  amount ($      ) Dollars in lawful money of the United States of
                         ------
America  (the  "Principal) together with all accrued interest.

This Note is one of a series of notes  (collectively the "Notes"),  all with the
same  terms and  conditions  as those set forth  herein,  which may be issued by
Maker up to the aggregate  principal amount of One Million Two Hundred and Fifty
($1,250,000) Dollars. Each Note is part of an offering (the "Offering") of up to
twenty five (25) units (the "Units") being  conducted by Maker on a best efforts
basis.  Each Unit consists of one Note in the principal amount of Fifty Thousand
($50,000.00) Dollars and such number of Class B Cashless Warrants  (collectively
the  "Warrants") to permit the holders thereof to purchase two hundred and eight
thousand,  three hundred and two (208,302)  shares of Maker's common stock,  par
value $0.00001 per share,  (the "Common  Stock") at $0.50 per share,  subject to
certain anti-dilution  provisions. If all of the Units are sold, an aggregate of
Five  Million,  Two  Hundred  and Seven  Thousand,  Five  Hundred  and Fifty One
(5,207,550) shares will be issuable upon exercise of the Warrants.

The Note is  subordinated to certain of Maker's  indebtedness  defined herein as
"Senior  Debt" and  "Senior  Bank  Debt" as set  forth  below.  It bears  simple
interest (the "Interest") at the annual rate of ten percent (10%),  payable,  in
arrears,  on the Interest  Payment Dates (as defined in Section 1 below),  until
the Principal and all accrued Interest thereon  (collectively the "Obligations")
shall be paid in full.


<PAGE>

1.   Interest.

Maker will pay  Interest  on the first day of each July,  October,  January  and
April (the "Interest Payment Dates") commencing on July 1, 2003. Interest on the
Note will accrue from the most recent date to which  interest  has been paid or,
if no interest  has been paid,  from the date of delivery of the Note.  Interest
will be computed on the basis of a 360-day year of twelve 30-day months.

2.   Method of Payment.

Maker will pay  Principal and Interest in money of the United States that at the
time of payment is legal  tender for the  payment of public and  private  debts.
Maker  may,  however,  pay  Principal  and  Interest  by its  check,  subject to
collection,  payable in such  money.  It may mail an  Interest  check to Payee's
address as it first  appears on this Note or such other  address as Payee  shall
give by notice to Maker.  Payee  must  surrender  this Note to Maker to  collect
Principal payments.

3.   Right to Registration.

(a)  Payee's  Demand  Right  to  Registration.   Upon  receipt  of  notice  (the
"Registration  Request  Notice")  requesting  registration  under the Act of the
Warrants and the shares of Common Stock (the "Underlying  Shares") issuable upon
exercise of the Warrants  (collectively the "Registerable  Securities") from any
Note holder, on only one occasion,  after the date hereof,  and through one year
after the date on which all of the  Warrants  have been  exercised  or  expired,
Maker will offer to Payee the opportunity to include his Registerable Securities
in such  registration.  Maker  will  use its  best  efforts  to  file  with  the
Securities and Exchange Commission (the "Commission") as promptly as practicable
but  in no  event  later  than  thirty  (30)  days  after  its  receipt  of  the
Registration Request Notice, a registration  statement (the "Demand Registration
Statement"),  and will  use its best  efforts  to have the  Demand  Registration
Statement  declared  effective  and remain  effective  until the earliest of two
years thereafter,  the date all the Registerable  Securities  registered thereby
have  been  sold,  or,  in  the  reasonable  opinion  of  Maker's  counsel,  the
Registerable  Securities may be sold publicly without  registration.  Maker will
also use its best  efforts  to qualify  the  Registerable  Securities  under the
securities laws of the state where Payee resides  provided Maker is not required
to execute a general  consent to  service or to qualify to do  business  in such
state.  This  offer to Payee  shall be made  within  ten (10) days  after  Maker
receives  the  Registration  Request  Notice.  If Payee  elects to  include  his
Registerable  Securities  in the Demand  Registration  Statement,  he will, in a
timely fashion,  provide Maker and its counsel with such information and execute
such documents as Maker's counsel may reasonably  require to prepare and process
the  Demand  Registration   Statement.  If  Payee  elects  not  to  include  his
Registerable Securities in the "Demand Registration Statement," he shall have no
further rights to the  registration of his  Registerable  Securities  under this
Paragraph 3 (a).

(b) Payee's  "Piggy  Back"  Registration  Rights.  If at any time after the date
hereof,  Maker  proposes  to file a  Registration  Statement  under the Act with
respect  to any of its

                                      -2-



<PAGE>

securities  (except  one  relating  to stock  option  or
employee  benefit  plans or a merger or similar  transaction),  Maker shall give
written  notice of its  intention to effect such filing to Payee at least thirty
(30)  days  prior  to  filing  such  Registration   Statement  (the  "Piggy-Back
Registration  Statement").  If  Payee's  Registerable  Securities  have not been
previously registered as provided in Paragraph 3 (a) above, and Payee desires to
include his Registerable Securities in the Piggy-Back Registration Statement, he
shall notify  Maker in writing  within  fifteen (15) days after  receipt of such
notice from Maker,  in which event  Maker  shall  include  Payee's  Registerable
Securities in the Piggy-Back  Registration Statement. If Payee elects to include
his  Registerable  Securities in the  Piggy-Back  Registration  Statement as set
forth herein, he shall, in a timely fashion,  provide Maker and its counsel with
such  information  and execute  such  documents  as its  counsel may  reasonably
require to prepare and process the Piggy-Back Registration Statement.

(c) Copies of Registration Statements and Prospectuses. Maker will provide Payee
with a copy of the Demand  Registration  Statement  or  Piggy-Back  Registration
Statement,  as the case may be, and any  amendments  thereto,  and copies of the
final  prospectus  included  therein in such  quantities  as may  reasonably  be
required to permit Payee to sell his  Registerable  Securities  after the Demand
Registration Statement or Piggy-Back Registration Statement, as the case may be,
is declared effective by the Commission (the "Effective Date").

(d) Maker's  Obligation  to Bear Expenses of  Registration.  Maker will bear all
expenses (except  underwriting  discounts and commission,  if any, and the legal
fees and expenses,  if any, of counsel to Payee) necessary and incidental to the
performance of its obligations under this Section 3.

(e)  Indemnification.  Maker and Payee, if Payee's  Registerable  Securities are
included in a Registration  Statement  pursuant to this Section 3, shall provide
appropriate cross indemnities to each other covering the information supplied by
the indemnifying party for inclusion in the Registration Statement.

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

4.   Subordination  to Senior Debt;  Senior to other Debt; Pari Passu with other
     Notes.

(a) This Note is  subordinated  to Senior  Debt,  which is the  principal of and
premium, if any, and interest (including post-petition interest, if any) on, and
any  other  payment  due  pursuant  to the  terms  of  instruments  creating  or
evidencing debt  ("Indebtedness")  of Maker outstanding on the date of this Note
or Indebtedness thereafter created, incurred, assumed or guaranteed by Maker and
all renewals,  extensions and refundings  thereof,  which is payable to banks or
other traditional  long-term  institutional  lenders such as insurance companies
and  pension  funds,  unless  in the  instrument  creating  or  evidencing  such
Indebtedness,  it is not provided that such  Indebtedness  is senior in right of
payment


                                      -3-
<PAGE>

to this Note.  Notwithstanding the foregoing,  Senior Debt with respect to Maker
or any subsidiary thereof shall not include (i) any Indebtedness of Maker to any
such  subsidiary for money borrowed or advanced from such  subsidiary,  and (ii)
any  Indebtedness  representing  the  redemption  price of any preferred  stock.
"Indebtedness,"  as applied to any entity means any indebtedness,  contingent or
otherwise,  in respect of borrowed  money  (whether  or not the  recourse of the
lender  is to the  whole  of the  assets  of such  entity  or only to a  portion
thereof),  or evidenced by bonds,  notes,  debentures or similar  instruments or
letters  of credit,  or  representing  the  balance  deferred  and unpaid of the
purchase price of any property or interest therein, except any such balance that
constitutes a trade payable,  if and to the extent that such indebtedness  would
appear  as a  liability  upon a  balance  sheet  of such  entity  prepared  on a
consolidated basis in accordance with generally accepted accounting  principles.
Senior Debt must be paid in accordance  with the terms thereof  before this Note
may be paid.  Upon  request of Maker  Payee  shall  execute  such  subordination
agreements with holders of Senior Debt as shall be reasonably requested.

(b) Senior to Other  Indebtedness.  Anything to the contrary  not  withstanding,
this Note and the  Obligations  shall be senior  to all  Indebtedness  of Maker,
other than Senior  Debt,  outstanding  on the date of this Note or  Indebtedness
thereafter created,  incurred,  assumed or guaranteed by Maker and all renewals,
extensions  and  refundings  thereof,  including  but  not  limited  to  the  8%
Subordinated Notes in the aggregate principal amount of Two Million ($2,000,000)
Dollars issued by Maker relating to its merger transaction with Econo-Comm, Inc.
and the acquisition of certain patents in connection therewith. Maker agrees and
covenants  that it will  execute  and file  such  documentation  as Payee or his
counsel reasonably determines as necessary to effect the terms of this Paragraph
4 (b).

(c) Pari Passu with other  Notes.  This Note shall be paid on a pari passu basis
with all other Notes.

5.   Covenants.

Maker  covenants  and agrees  that from and after the date  hereof and until the
date of repayment in full of the  Obligations it shall comply with the following
conditions:

     (i)  Maintenance  of Existence  and Conduct of Business.  Maker shall,  and
     shall  cause  each of its  subsidiaries,  to (A) do or cause to be done all
     things  necessary  to  preserve  and  keep in full  force  and  effect  its
     corporate existence and rights; and (B) continue to conduct its business so
     that the business  carried on in  connection  therewith may be properly and
     advantageously conducted at all times.

     (ii)  Books  and  Records.  Maker  shall,  and  shall  cause  each  of  its
     subsidiaries, to keep adequate books and records of account with respect to
     its business activities.

     (iii) Insurance. Maker shall, and shall cause each of its subsidiaries,  to
     maintain insurance policies insuring such risks as are customarily  insured
     against by companies  engaged in  businesses  similar to those  operated by
     Maker or such



                                      -4-
<PAGE>

     subsidiaries,  as the case may be. All such policies are to be carried with
     reputable   insurance  carriers  and  shall  be  in  such  amounts  as  are
     customarily insured against by companies with similar assets and properties
     engaged in a similar business.

     (iv)  Compliance  with  Law.  Maker  shall,  and  shall  cause  each of its
     subsidiaries,  to comply in all material  respects with all federal,  state
     and local laws and regulations  applicable to it or such  subsidiaries,  as
     the case may be, which, if breached,  would have a material  adverse effect
     on Maker's or such subsidiaries', as the case may be, business or financial
     condition.

6.   Reorganization of Maker.

If Maker is party to a merger, consolidation or a transaction in which it is not
the surviving or continuing  entity or transfers or leases all or  substantially
all of its assets,  the person who is the surviving or  continuing  entity or is
the  transferee or lessee of such assets shall assume the terms of this Note and
the Obligations.

7.   Representations and Warranties of Maker.

Maker  represents  and warrants  that it: (i) is a corporation  duly  organized,
validly  existing and in good  standing  under the laws of the State of Delaware
and has all requisite  corporate power to carry on its business as now conducted
and to own its  properties  and assets it now owns;  (ii) is duly  qualified  or
licensed  to do  business  as a  foreign  corporation  in good  standing  in the
jurisdictions  in which  ownership  of property  or the conduct of its  business
requires such qualification except jurisdictions in which the failure to qualify
to do business will have no material adverse effect on its business,  prospects,
operations,  properties, assets or condition (financial or otherwise); (iii) has
full  power and  authority  to  execute  and  deliver  this  Note,  and that the
execution  and delivery of this Note will not result in the breach of or default
under,  with or without  the giving of notice  and/or the  passage of time,  any
other agreement,  arrangement or indenture to which it is a party or by which it
may be bound, or the violation of any law, statute,  rule,  decree,  judgment or
regulation  binding upon it; and (iv) has taken and will take all acts required,
including but not limited to authorizing  the signatory  hereof on its behalf to
execute this Note,  so that upon the  execution  and  delivery of this Note,  it
shall constitute the valid and legally binding  obligation of Maker  enforceable
in accordance with the terms thereof.

8.   Defaults and Remedies.

(a) Events of Default.  The  occurrence  or  existence of any one or more of the
following  events or  conditions  (regardless  of the  reasons  therefor)  shall
constitute an "Event of Default" hereunder:

     (i) Maker shall fail to make any payment of Principal or Interest  when due
     and payable or declared  due and payable  pursuant to the terms  hereof and
     such failure shall remain uncured for a period of five (5) days thereafter;



                                      -5-
<PAGE>

     (ii) Maker shall fail at any time to be in material  compliance with any of
     the  covenants  set forth in Section 5 of this  Note,  or shall fail at any
     time to be in  material  compliance  with or  neglect to  perform,  keep or
     observe any of the provisions of this Note to be complied with,  performed,
     kept or  observed  by Maker and such  failure  shall  remain  uncured for a
     period of thirty (30) days after notice  thereof has been given by Payee to
     Maker;

     (iii) Any  representation  or warranty  made in this Note by Maker shall be
     untrue or  incorrect  in any  material  respect as of the date when made or
     deemed made;

     (iv) A case or proceeding  shall have been commenced  against Maker, or any
     of its  material  subsidiaries,  in a court having  competent  jurisdiction
     seeking  a decree or order in  respect  of  Maker,  or any of its  material
     subsidiaries,  (A)  under  Title  11 of  the  United  States  Code,  as now
     constituted or hereafter amended, or any other applicable federal, state or
     foreign  bankruptcy  or other  similar  law;  (B)  appointing  a custodian,
     receiver,  liquidator,   assignee,  trustee  or  sequestrator  (or  similar
     official) of Maker,  or any of its material  subsidiaries,  or any of their
     respective properties; or (C) ordering the winding-up or liquidation of the
     affairs of Maker,  or any of its  material  subsidiaries,  and such case or
     proceeding shall remain unstayed or undismissed for a period of thirty (30)
     consecutive  days or such court shall enter a decree or order  granting the
     relief sought in such case or proceeding; or

     (v) Maker, or any of its material  subsidiaries,  shall (A) file a petition
     seeking relief under Title 11 of the United States Code, as now constituted
     or hereafter  amended,  or any other applicable  federal,  state or foreign
     bankruptcy  or other  similar  law;  or (B) consent to the  institution  of
     proceedings  thereunder  or to the  filing of any such  petition  or to the
     appointment  of or the  taking  of  possession  by a  custodian,  receiver,
     liquidator,  assignee,  trustee or  sequestrator  (or similar  official) of
     Maker,  or any of its  material  subsidiaries,  or any of their  respective
     properties.

(b) Remedies.  Upon the occurrence of an Event of Default specified in Paragraph
8 (a) above, all Obligations  then remaining unpaid hereunder shall  immediately
become due and payable without notice to Maker and without presentment,  demand,
protest  or notice of  protest,  all of which are hereby  waived by Maker.  Upon
acceleration as provided  herein,  the entire  Obligations then remaining unpaid
hereunder  shall become  immediately due and payable in full plus all reasonable
costs and expenses of the  collection and  enforcement  of this Note,  including
reasonable  attorney's  fees and  expenses,  all of which  shall be added to the
amount due under this Note. The rights, powers, privileges and remedies of Payee
pursuant  to the terms  hereof are  cumulative  and not  exclusive  of any other
rights, powers,  privileges and remedies which Payee may have under this Note or
any other instrument or agreement.

9.   Maker's Obligation to Prepay the Obligations.

Maker  shall  prepay  this Note and the  Obligations  in an amount  equal to one
hundred





                                      -6-
<PAGE>

(100%) percent of all financing,  whether equity, debt or a combination of both,
obtained by Maker, immediately upon receipt of such financing.

10.      Acknowledgment of Payee's Investment Representations.

By accepting this Note, Payee  acknowledges that this Note has not been and will
not be registered under the Act or qualified under any state securities laws and
that the transferability thereof is restricted by the registration provisions of
the  Act as  well as  such  state  laws.  Based  upon  the  representations  and
agreements  being made by him herein,  this Note is being issued to him pursuant
to an exemption from such registration  provided by Section 4 (2) of the Act and
applicable state securities law qualification exemptions.  Payee represents that
he is acquiring the Note for his own account,  for investment  purposes only and
not with a view to resale or other distribution  thereof,  or with the intention
of selling, transferring or otherwise disposing of all or any part of it for any
particular event or circumstance,  except selling,  transferring or disposing of
it only upon full  compliance  with all  applicable  provisions  of the Act, the
Securities  Exchange Act of 1934, the Rules and  Regulations  promulgated by the
Commission  thereunder,  and any applicable state securities laws. Payee further
understands  and agrees that no transfer of this Note shall be valid unless made
in  compliance  with  the  restrictions  set  forth on the  front of this  Note,
effected on Maker's books by the registered  holder  hereof,  in person or by an
attorney duly authorized in writing, and similarly noted hereon.

11.  Limitation of Liability.

A director,  officer, employee or stockholder,  as such, of Maker shall not have
any  liability  for any  obligations  of Maker  under this Note or for any claim
based on, in respect or by reason of such obligations or their creation.  Payee,
by accepting this Note,  waives and releases all such liability.  The waiver and
release are part of the consideration for the issuance of this Note.

12.  Limitation of Interest Payments.

Nothing contained in this Note or in any other agreement between Maker and Payee
requires  Maker to pay or Payee to  accept  Interest  in an  amount  that  would
subject Payee to any penalty or  forfeiture  under  applicable  law. In no event
shall the total of all charges payable hereunder, whether of Interest or of such
other  charges,  which may or might be  characterized  as  interest,  exceed the
maximum rate  permitted to be charged under the laws of the State of New York or
any other state in which Maker and/or any of its subsidiaries conducts business.
Should Payee receive any payment that is or would be in excess of that permitted
to be charged under such laws,  such payment shall have been and shall be deemed
to have been made in error and shall  automatically  be  applied  to reduce  the
Principal outstanding on this Note.

13.  Extension of Maturity Date.

Maker may extend the Maturity Date for one year beyond ,           2004 if,
                                                        ----------
prior to that


                                      -7-
<PAGE>

date,  it issues to Payee and all other  holders of the  Notes,  on a pari passu
basis,  cashless  warrants to purchase an  aggregate  number of shares of Common
Stock  which shall  equal five (5%)  percent of the shares of Common  Stock that
shall be outstanding after the exercise of such warrants.  The warrants shall be
exercisable at $0.50 per share, subject to certain anti-dilution  provisions. In
the event that Maker  extends the Maturity  Date as provided in this Section 14,
the Maturity Date shall be                  , 2005.
                          ------------------

14.  Miscellaneous.

(a)  Effect of  Forbearance.  No  forbearance,  indulgence,  delay or failure to
exercise any right or remedy by Payee with respect to this Note shall operate as
a waiver or as an acquiescence in any default.

(b) Effect of Single or Partial Exercise of Right. No single or partial exercise
of any right or remedy by Payee  shall  preclude  any other or further  exercise
thereof or any exercise of any other right or remedy by Payee.

(c) Governing Law. This Note shall be construed and enforced in accordance with,
and the rights of the parties  shall be governed  by, the  internal  laws of the
State of New York  applicable  to contracts  made and to be  performed  entirely
within such State. Maker agrees that any lawsuit brought to enforce or interpret
the provisions of this Note shall be instituted in state or federal  courts,  as
appropriate,  in New York  County,  New York,  and Maker agrees to submit to the
personal jurisdiction of such court.

(d) Headings. The headings and captions of the various paragraphs herein are for
convenience  of  reference  only and shall in no way  modify any of the terms or
provisions of this Note.

(e) Loss,  Theft,  Destruction or Mutilation.  Upon receipt by Maker of evidence
reasonably satisfactory to it of loss, theft,  destruction or mutilation of this
Note, Maker shall make and deliver or caused to be made and delivered to Payee a
new Note of like tenor in lieu of this Note.

(f)  Modification  of Note or  Waiver of Terms  Thereof  Relating  to Payee.  No
modification  or waiver of any of the provisions of this Note shall be effective
unless in  writing  and signed by Payee and then only to the extent set forth in
such writing,  or shall any such  modification or waiver be applicable except in
the  specific  instance for which it is given.  This Note may not be  discharged
orally but only in writing duly executed by Payee.

(g)  Notice.  All  offers,  acceptances,  notices,  requests,  demands and other
communications  under  this Note shall be in writing  and,  except as  otherwise
provided  herein,  shall be deemed to have been  given  only when  delivered  in
person,  via  facsimile  transmission  if receipt  thereof is  confirmed  by the
recipient,  or, if mailed,  when mailed by certified or registered mail prepaid,
to the parties at their  respective  addresses first set forth above, or at such
other address as may be given in writing in future by either party to the




                                      -9-
<PAGE>

 other.

(h)  Successors  and  Assigns.  This  Note  shall be  binding  upon  Maker,  its
successors,  assigns and  transferees,  and shall inure to the benefit of and be
enforceable by Payee and its successors and assigns.

(i)  Severability.  If one or more of the  provisions  or  portions of this Note
shall be deemed by any court or quasi-judicial  authority to be invalid, illegal
or unenforceable in any respect, the invalidity,  illegality or unenforceability
of the remaining  provisions,  or portions of provisions  contained herein shall
not in any way be affected or impaired thereby.

IN WITNESS  WHEREOF,  Maker has caused this Note to be executed on its behalf by
an officer thereunto duly authorized as of the date set forth above.

                                                 CNE Group, Inc.,
                                                 a Delaware corporation

                  [SEAL]

                                                 By: /s/ George W. Benoit
                                                    ----------------------------
                                                         George W. Benoit,
                                                         Chairman of the Board



ATTEST: /s/ Anthony S.Conigliaro
       -------------------------
       Anthony S. Conigliaro,
       Secretary




                                      -9-