4/29/03
                           CERTIFICATE OF DESIGNATIONS
                                       OF
                                 CNE GROUP, INC.
                       ADOPTED PURSUANT TO SECTION 151(g)
                                     OF THE
                        DELAWARE GENERAL CORPORATION LAW


     RESOLVED,  that pursuant to the authority expressly granted to the Board of
Directors (the "Board of Directors") of CNE Group, Inc., a Delaware  Corporation
(the  "Company"),  by the provisions of the Amended and Restated  Certificate of
Incorporation  of the  Company  and the  provisions  of  Section  151(g)  of the
Delaware General Corporation Law, the Board of Directors hereby creates a series
of preferred stock, par value $0.00001 per share, and determines the designation
and number of shares of Series E Preferred  Stock which  constitute  such series
and the relative rights, preferences and limitations of such series as follows:

     1.  Designation  and  Number of Series E  Preferred  Stock.  The  series of
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Preferred Stock shall be designated as "Series E Preferred  Stock"  (hereinafter
called  the  "Series  E  Preferred  Stock")  and  shall  consist  of a total  of
16,800,057  shares of Series E Preferred  Stock,  with a par value  $0.00001 per
share and a stated value (the "Stated Value") of $1.00 per share.

     2. Dividends.  The holders of Series E Preferred Stock shall be entitled to
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receive an 8% cumulative  dividend based on the Stated Value,  payable quarterly
in  cash.  In the  event  that the  Company  shall  fail to pay two  consecutive
quarterly dividends (a "Dividend Payment Failure"), the holders of a majority of
the then outstanding  shares of Series E Preferred Stock shall have the right to
elect the majority of the Company's directors until the Dividend Payment Failure
shall have been  cured.  If,  during the period  prior to the  Company  curing a
Dividend Payment Failure,  the holders of the Company's Series A Preferred Stock
(the "A Preferred Stock") and/or the holders of the Company's Series C Preferred
Stock (the "C Preferred  Stock") shall obtain the right to elect the majority of
the Company's  directors as the result of a Dividend  Payment Failure as defined
in the  Certificates of Designations  for the A and/or C Preferred Stock, as the
case may be,  then the  holders of a majority  of the shares of the E  Preferred
Stock and the A and/or C  Preferred  Stock,  as the case may be,  shall have the
right,  voting  as a  single  class,  to elect  the  majority  of the  Company's
directors  until  the  Dividend  Payment  Failure  of the  applicable  Series of
Preferred  Stock shall have been paid. By way of example,  if the holders of the
E, A and C  Preferred  Stock shall have  obtained  the right to vote as provided
herein pursuant to a Dividend  Payment Failure and the Dividend  Payment Failure
of one of these Series is subsequently cured but the Dividend Payment Failure of
the other  Series has not been cured,  only the Series  whose  Dividend  Payment
Failure  have not been cured shall retain the right to elect the majority of the
Company's directors.

     3. Liquidation Preference.
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<PAGE>

        (a) In the event of any  liquidation,  dissolution  or winding up of the
Company, either voluntary or involuntary,  the holders of the Series E Preferred
Stock will share in any assets  remaining  after  payment to the  holders of any
other  then  outstanding  preferred  stock on a share for share  basis  with the
holders of the Common Stock.

        (b) In the event of a  liquidation  as  described  above,  all  non-cash
assets of the Company shall be valued as follows:

            (i)  Securities  not subject to legend,  investment  letter or other
similar restrictions on free marketability:

                 (A) If traded on a recognized  securities  exchange,  the value
shall be deemed to be the average of the  closing  prices of the  securities  on
such exchange over the thirty day period ending three days prior to the closing;

                 (B) If  actively  traded  over-the-counter,  the value shall be
deemed  to be the  average  of the  closing  bid or sale  prices  (whichever  is
applicable)  over the thirty day period  ending three days prior to the closing;
and

                 (C) If there is no active public market, the value shall be the
fair market value  thereof,  as determined by the Company's  Board of Directors,
which determination shall be final absent fraud or manifest error.

            (ii)  Securities  subject  to  legend,  investment  letter  or other
similar  restrictions shall be valued by an appropriate discount from the market
value as determined in accordance with subsection (i) (C) above.

     4.  Redemption.  The holders of the Series E Preferred  Stock shall have no
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right of redemption.

     5. Voting Rights.  The holders of outstanding  shares of Series E Preferred
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Stock  shall have no voting  rights  except as provided in Section 2 above or as
may be required by Delaware law.

     6. Protective Provisions. So long as any shares of Series E Preferred Stock
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are outstanding, the Company shall not, without first obtaining the approval (by
vote or by written  consent,  as  provided  by law) of the holders of at least a
majority of the then outstanding shares of Series E Preferred Stock:

        (a) alter or change the rights,  preferences of privileges of the Series
E Preferred Stock so as to affect adversely such Series E Preferred Stock;

        (b) increase or decrease  (other than by redemption) the total number of
authorized shares of Series E Preferred Stock; or




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<PAGE>

        (c) authorize or issue,  or obligate  itself to issue,  any other equity
security,  including any other security  convertible into or exercisable for any
equity  security (i) having a preference  over,  or being on a parity with,  the
Series E Preferred Stock upon liquidation,  or (ii) having rights similar to any
of the rights of the Series E Preferred Stock under this Section 7.

     7. Notices. Any notice required by the provisions hereof to be given to the
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holders of the Series E Preferred  Stock shall be deemed  given if  deposited by
mail,  postage  prepaid,  and  addressed  to each holder of record at his or her
address appearing on the books of the Company.

     8.  Restrictions on Issuances.  Anything to the contrary not with standing,
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no shares of Series E Preferred  Stock shall be issued  prior to April 29, 2008,
and then only as provided in the redemption  provisions of the  Designations  of
Rights and Preferences for the A and C Preferred Stock.

IN WITNESS  WHEREOF,  the Company has caused this Certificate of Designations to
be signed by Anthony S. Conigliaro,  its Secretary,  as of the 28th day of April
2003.

                                             /S/ANTHONY S. CONIGLIARO
                                             ------------------------
                                             Anthony S. Conigliaro

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