SUBRORDINATED NOTE
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No. 1 of 4 Notes                                           As of April 23 , 2003

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

Issued  Pursuant  to an  assignment  dated  April 23 , 2003 by Gary  Eichsteadt,
located at 5710 CoCo Palm Drive, Tamarac,  Florida 33319 to CNE Group, Inc., for
all of the right, title and interest in and to inventions covered by U.S. Patent
No. 6,060,979 issued on May 9, 2000 for "Call box apparatus"

1. FOR VALUE RECEIVED,  CNE Group,  Inc., a Delaware  Corporation,  (hereinafter
referred to as the "Payor" ), promises to pay Gary  Eichsteadt,  resident in the
State of Florida,  (hereinafter  referred to as "Payee," which term,  except for
the provisions of Paragraph 2 below, shall include any subsequent holder of this
Note or any portion  thereof) the principal sum of five hundred thousand dollars
($500,000)  on October  31,  2008 (with the right to make  payment  earlier,  as
hereinafter  provided),  with  interest  payable at the dates and in the amounts
hereinafter  set forth for such time as said  principal  sum or any part thereof
may remain  unpaid.  Both  principal  and interest are payable at 5710 CoCo Palm
Drive,  Tamarac,  Florida  33319 or at such other place as may be  designated in
writing by Payee.. This note is one of four notes aggregating in total principal
amount of two million ($2,000,000)  dollars, all dated 2003, and having the same
maturity and the same provisions  relative to interest (the notes of such series
being hereinafter sometimes called "those notes").

This note was issued  pursuant to the terms of an Asset  Purchase  Agreement  of
even date by and  between  the Payor and  Payee  and is  subject  to the  setoff
provisions set forth therein.

2. The Notes  shall be secured by all of the assets of Payor and  certain of its
subsidiaries in accordance with the terms of that certain Pledge Agreement dated
as of the date hereof  between Payor and Payee,  and





<PAGE>

is entitled to the benefits of and security provided under the Pledge Agreement.
The security  provided for in this Paragraph  shall terminate in accordance with
the terms of the  Pledge  Agreement.  This  Note and the  Pledge  Agreement  are
sometimes collectively referred to herein as the "Credit Documents."

3. The annual  interest  rate  herein  shall be eight  percent  (8%)  payable in
arrears quarter annually on the first day of July, October,  January, and April.
The first interest payment shall be due July 1, 2003.

4. Payments are to be made payable to the order of Payee.

5.  Payor  may at any time or from  time to time  make a  voluntary  prepayment,
whether in full or in part, of this Note, without premium or penalty.

6. If this Note is not paid when due, the  undersigned  further  promises to pay
all costs of collection  and reasonable  attorney's  fees incurred by the Payee,
whether or not suit is filed hereon.

7. Any waiver of any  rights  under  this Note is  neither  valid nor  effective
unless made in writing and signed by the Payee of this Note.

8. No delay or omission on the part of the Payee of this Note in exercising  any
right shall operate as a waiver thereof or of any other right.

9. A  waiver  by the  Payee of this  Note  upon any one  occasion  shall  not be
construed as a bar or waiver of any right or remedy on any future occasion.

10. Should any one or more of the provisions of this Note be determined  illegal
or unenforceable, all other provisions shall nevertheless remain effective.

11. This Note cannot be changed, modified, amended, or terminated orally.

12. If default shall be made in the payment of interest or principal  hereunder,
and shall be  continuing,  then the entire  unpaid  balance  hereof  may, at the
option  of  Payee,  by  written  notice  to  the  Payor  and  to  any  financial
institution,  entity or person  then  providing  funds to the Payor under a loan
agreement or credit facility, or debt instrument ("Financier"),  be declared due
and payable,  unless within ten (10)



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<PAGE>

business  days after such  notice the  default is cured.  Such  notice  shall be
deemed  given three (3) days after having been  deposited  in the United  States
Mail,  pre-paid,  properly addressed and sent by certified or registered mail to
the particular addressee, return receipt requested.

13. Anything contained herein to the contrary notwithstanding,  the indebtedness
evidenced by this Note and all interest  thereon shall be subordinate and junior
in right of payment,  to the extent and in the manner  hereinafter set forth, to
all  indebtedness of the Payor to Financier,  which term shall include any other
lender,  whenever  arising,  due or to  become  due,  and any  and all  renewals
thereof, whether arising under any Loan and Security Agreement between Payor and
Financier (the "Financier Agreement"),  by operation of law, or otherwise, or to
any financial  institution then providing funds to the Payor (such  indebtedness
being sometimes  hereinafter referred to as "Senior Debt").  Notwithstanding the
foregoing, Senior Debt with respect to Payor or any subsidiary thereof shall not
include (i) any  Indebtedness of Payor 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 Payor Payee shall
execute such  subordination  agreements  with holders of Senior Debt as shall be
reasonably  requested.  Anything to the contrary  notwithstanding the holders of
the 10% Notes in the  principal  amount of $1,250,  0000 and holders of any debt
securities issued by Payor to obtain up to an additional $3,000,000 in financing
shall be included in the definition of Financier and the debt held by them shall
constitute Senior Indebtedness.

     (a) In the  event of any  insolvency  or  bankruptcy  proceedings,  and any
     receivership,  liquidation,  reorganization or other similar proceedings in
     connection  therewith,   relative  to  Payor,  and  in  the  event  of  any
     proceedings for voluntary  liquidation,  dissolution or other winding up of
     Payor,  whether  or not  involving  insolvency  or, and in the event of any
     execution  sale,  then the  holders  of Senior  Debt shall be  entitled  to
     receive payment in full of all principal of and interest on all Senior Debt
     (including any such interest which may accrue after the commencement of any
     such proceedings), before Payee



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<PAGE>

     is entitled to receive any payment on account of  principal  of or interest
     on, this Note or enforce the terms of the Pledge Agreement.

     (b) In the event  that this Note is  declared  due and  payable  before its
     expressed  maturity because of the occurrence of a default hereunder (under
     circumstances  when  the  provisions  of  clause  (a)  above  shall  not be
     applicable),  the  holders  of Senior  Debt  shall be  entitled  to receive
     payment in full of all principal and interest on all Senior Debt (including
     any such  interest  which may  accrue  after the  commencement  of any such
     proceedings  referred to in clause (i) above)  before  Payee is entitled to
     receive any payment on account of the  principal of or premium,  if any, or
     interest on this Note or enforce the terms of the Pledge Agreement.

     (c) In the event that any  default  shall  occur and be  continuing  in the
     payment of the principal of, or premium, if any, or interest on, any Senior
     Debt, under a Financier Agreement or otherwise,  the holders of Senior Debt
     shall be  entitled  to  receive  payment  in full of all  principal  of and
     interest on senior debt (including any such interest which may accrue after
     the commencement of any proceedings referred to in clause (i) above) before
     the Payee is entitled  to receive  any payment on account of the  principal
     of, or  premium,  if any,  or interest on this Note or enforce the terms of
     the Pledge Agreement.

     (d) Should any payment or  distribution  be made to Payee which the holders
     of the Senior Debt shall be entitled to receive prior payment thereof under
     the  foregoing  provisions,  the same shall be  forthwith  delivered to the
     holders of the Senior Debt and, until so delivered, shall be held by Payee,
     in trust,  as  property of the  holders of the Senior  Debt.  No current or
     future  holder of Senior Debt shall be  prejudiced  in his right to enforce
     subordination  of this  Note by any act or  failure  to act on the  part of
     Payor.

14. In furtherance of the subordination provided for herein, Payee hereby grants
to the holders of the Senior Debt  irrevocable  authority,  after any default in
the payment of any amounts due on the Senior Debt or in any event  specified  in
clauses 13 (a), (b) or (c) above, to demand, collect, or file proofs of claim in
any proceeding described in clause (i) above with respect to, any and all moneys
due or to become due on account of this Note.

15. The  subordination  provisions  of this Note are  solely for the  purpose of
defining the relative rights


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<PAGE>

of the holders of Senior  Debt on the one hand and Payee on the other hand,  and
nothing  herein shall impair as between Payor and Payee the obligation of Payor,
which is unconditional  and absolute,  to pay to Payee the principal thereof and
interest  thereon  in  accordance  with the terms of this  Note,  or,  except as
provided herein,  shall anything herein prevent Payee from declaring the Note to
be due and payable before its expressed  maturity because of the occurrence of a
default  hereunder or, in connection  therewith,  from  exercising  all remedies
otherwise  permitted by applicable law or hereunder upon default hereunder,  all
subject to the rights of holders  of Senior  Debt to cash,  securities  or other
property otherwise payable or deliverable to Payee.

16. Payor  agrees,  for the benefit of the holders of Senior  Debt,  that in the
event that this Note is declared due and payable  before its expressed  maturity
because of the  occurrence  of a default  hereunder  (a) Payor will give  prompt
notice in writing of such  events to the  holders  of Senior  Debt,  and (b) all
Senior Debt shall  forthwith  become  immediately  due and payable  upon written
demand regardless of the expressed maturity thereof.

17. Conversion:

     (a) Subject to and in  compliance  with the  provisions  hereof,  the Payor
     shall have the right,  upon  Payor's  written  notification  to Payee after
     April 30, 2008 and before  October 31, 2008,  to convert all or any portion
     of the  outstanding  principal  amount of this Note,  and all  accrued  and
     unpaid  interest  thereon,  into such number of shares of Common Stock (the
     shares of Common Stock issuable upon conversion of, and issuable in lieu of
     interest  payments  on,  this  Note  are  hereinafter  referred  to as  the
     "Conversion  Shares") as shall equal the quotient  obtained by dividing (x)
     the principal amount of this Note and any accrued but unpaid interest to be
     converted by (y) the Applicable  Conversion Price (as hereinafter defined),
     upon surrender of this Note by Payee.

     (b) For purposes hereof the term "Applicable  Conversion  Price" shall mean
     the Average Closing Price (as hereinafter defined). For purposes hereof the
     "Average  Closing Price" with respect to any conversion  elected to be made
     by Payor  shall be the average of the daily  closing bid prices  (each such
     price is referred to  individually  as a  "Floating  Reference  Price" and,
     collectively,  as the "Floating  Reference  Prices") during the thirty (30)
     trading days  immediately  preceding  the date on which Payor gives Payee a
     written notice of Payor's election to convert any outstanding principal of,
     and accrued  interest  on, this Note.  The closing bid price on any trading
     day shall be, if the Common Stock is then




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<PAGE>

     listed or quoted on either the American Stock Exchange, the NASDAQ SmallCap
     Market or the NASDAQ National  Market,  the reported  closing bid price for
     the Common Stock as reported by Bloomberg,  L.P.  ("Bloomberg") or The Wall
     Street Journal (the  "Journal") on such day (or, if not so reported but the
     Common Stock is quoted in the over-the-counter  market,  another recognized
     exchange,  or on the pink sheets,  the last  reported bid price  thereof on
     such date).  If the prices of the Common Stock cannot be calculated on such
     date on any of the  foregoing  bases,  such  prices on such  date  shall be
     determined by Payor's  Board of Directors  which amount shall be conclusive
     absent fraud or manifest  error.  "Trading day" shall mean any day on which
     Payor's  Common Stock is traded for any period on the principal  securities
     exchange or other securities market on which the Common Stock is then being
     traded.  Not  withstanding  anything  to the  contrary  set forth above the
     Applicable  Conversion  Price shall not be less than one dollar ($1.00) per
     share unless the reduction in value is due to  adjustments  set forth below
     in Paragraph 18.

     18.  Adjustments to the Securities.  In case of any  consolidation of Payor
with,  or merger of Payor  with,  or merger of Payor into,  another  corporation
(other  than  a   consolidation   or  merger   which  does  not  result  in  any
reclassification  or change of the  outstanding  Common Stock),  the corporation
formed by such  consolidation  or merger  shall  execute  and deliver to Payee a
supplemental  conversion  agreement  providing  that Payee  shall have the right
thereafter  to receive,  upon  Conversion  of this Note,  the kind and amount of
shares  of  stock  and  other  securities  and  property  receivable  upon  such
consolidation  or merger,  by a holder of the number of shares of Payee's Common
Stock for which this Note might have been  converted  immediately  prior to such
consolidation or merger.  Such supplemental  conversion  agreement shall provide
for  adjustments  which  shall  be  identical  to the  adjustments  provided  in
Paragraph 18, subparagraphs a and b above.

     19. Payor shall deliver the certificates representing the shares underlying
the  conversion  to Payee  within  fifteen  (15)  business  days after Payor has
notified  Payee of Payor's  intent to exercise  the  conversion  right,  against
delivery  of the  Note by  Payee to  Payor.  In the  event  that  less  than the
outstanding  principal  of the Note shall be converted  as provided  herein,  in
addition to the certificates  representing the converted shares, the Payor shall
deliver to Payee a new note with the same terms and  conditions of the this Note
in a principal amount equal to the unconverted  portion of this Note. The shares
to be delivered  upon the  conversion  the  conversion  of this Note as provided
herein are the shares of Payor's  common stock for which the 2,000,000  Series C
Preferred  shares of the Payor may be redeemed  that are held in escrow for this
purpose in accordance with a certain escrow agreement of even date




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<PAGE>

among Michael Gutowski,  Carol Gutowski, Payee and Thomas Sullivan with Lawrence
D. Greenberg, Esq. as escrow agent.

20. This Note shall be governed as to  validity,  interpretation,  construction,
effect,  and in all other  respects,  by the laws and judicial  decisions of the
State of Florida, where it is initially payable.

                                                  CNE Group, Inc.

                                                  By:___________________________
                                                     George W. Benoit

                                                  Title: Chief Executive Officer






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