4/28/03
                           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 B Preferred  Stock which  constitute  such series
and the relative rights, preferences and limitations of such series as follows:

     1.  Designation  and  Number of Series B  Preferred  Stock.  The  series of
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Preferred Stock shall be designated as "Series B Preferred  Stock"  (hereinafter
called "Series B Preferred  Stock") and shall consist of a total of 4,400 shares
of Series B Preferred Stock, par value $0.00001 per share.

     2. Dividends. The holders of Series B Preferred Stock shall not be entitled
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to receive any dividends except as provided in Section 4 below.

     3. Liquidation Preference.
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        (a) In the event of any  liquidation,  dissolution  or winding up of the
Company,  either  voluntary or involuntary,  after payment by the Company to the
holders of the Company's  Series A Preferred  Stock,  which may be issued with a
liquidating preference value of up to $5,000,000,  from the then existing assets
of  the  Company  an  amount  equal  the  liquidation  preference  of  the  then
outstanding Series A Preferred Stock,  holders of Series B Preferred Stock shall
be entitled to  receive,  prior and in  preference  to any  distribution  of any
remaining  assets of the  Company to the  holders of Common  Stock and any other
Preferred  Stock not then equal or senior to the Series B  Preferred  Stock,  by
reason of their  ownership  thereof,  an amount  equal to the sum of $100.00 for
each outstanding share of Series B Preferred Stock (the "Original Issue Price").
If, upon the  occurrence of the  liquidation,  dissolution  or winding up of the
Company, the assets and funds thereof distributed to the holders of the Series B
Preferred  Stock shall be  insufficient to permit the payment to such holders in
full of the  Original  Issue  Price,  then the  entire  assets  and funds of the
Company,  after the payment to the  holders of the Series A Preferred  Stock and
any other then outstanding  Preferred Stock that is senior to Series B Preferred
Stock as provided above, legally available for distribution shall be distributed
ratably  among the  holders of the Series B  Preferred  Stock and any  Preferred
Stock  equal to the  Series B  Preferred  Stock in  proportion  to the amount of
Preferred Stock held by each.




<PAGE>

        (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 B Preferred  Stock shall have no
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right of redemption.  The Company shall have the right,  but not the obligation,
to redeem all or any  portion  of the Series B  Preferred  Stock  commencing  60
months after the  issuance  thereof,  on the  redemption  date (the  "Redemption
Date"), which shall be 30 days after notice of such redemption shall be given to
the  holders  who shares are to be  redeemed.  Each share of Series B  Preferred
Stock  shall  be  redeemed  for  100  shares  of  the  Company's   Common  Stock
(hereinafter  referred to as the "Redeeming Stock"). If the Company redeems less
than all of the then outstanding  shares of Series B Preferred Stock as provided
in this Section 4, then such redemption  shall be made on a pro rata basis.  The
Company shall cause the  appropriate  number of shares of the Redeeming Stock to
be  transferred  to each holder of the Series B Preferred  Stock upon receipt of
such holder's certificate representing the shares of Series B Preferred Stock to
be redeemed.  After the Redemption  Date, all shares of Series B Preferred Stock
redeemed as provided  herein shall cease to exist and the holders  thereof shall
have only the right to receive the shares of  Redeeming  Stock  issuable to them
for the redemption of their Series B Preferred  Stock. If the Company shall fail
to redeem  the  Class B  Preferred  Stock on the  Redemption  Date,  the Class B
Preferred  Stock  shall  thereafter  bear  a 16%  cumulative  dividend,  payable
quarterly in cash.

     5. Voting Rights.  The holders of outstanding  shares of Series B Preferred
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Stock shall have no voting rights except as may be required by Delaware law.



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     6. Protective Provisions. So long as any shares of Series B 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 B Preferred Stock:

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

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

     7. Notices. Any notice required by the provisions hereof to be given to the
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holders of the Series B 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.

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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