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 A Preferred  Stock which  constitute  such series
and the relative rights, preferences and limitations of such series as follows:

     1.  Designation  and  Number of Series A  Preferred  Stock.  The  series of
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Preferred Stock shall be designated as "Series A Preferred  Stock"  (hereinafter
called the "Series A Preferred Stock") and shall consist of a total of 1,697,961
shares of Series A Preferred Stock, par value $0.00001 per share.

     2. Dividends. The holders of Series A 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,  the holders of the Series A 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 A Preferred  Stock,
by  reason  of their  ownership  thereof,  an  amount  equal  to $1.00  for each
outstanding  share of Series A Preferred Stock (the  "Liquidating  Preference").
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 A
Preferred  Stock shall be  insufficient to permit the payment to such holders in
full of the  Liquidating  Preference,  then the  entire  assets and funds of the
Company legally  available for distribution  shall be distributed  ratably among
the holders of the Series A Preferred Stock and any Preferred Stock equal to the
Series A Preferred  Stock in proportion to the amount of Preferred Stock held by
each.

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




<PAGE>

        (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 A 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 A  Preferred  Stock  commencing  60
months after the  issuance  thereof for a period of six months  thereafter  (the
"Redemption Period").  The date on which the redemption may be effected shall be
30 days after the Company  shall give notice of such  redemption  to the holders
who shares are to be redeemed (the  "Redemption  Date").  Each share of Series A
Preferred Stock shall be redeemed,  at the Company's option, for (i) cash, in an
amount equal to the Liquidating Preference plus a 17.5% compounded annual return
(the "Rate of Return") from the date of issuance of such share to the Redemption
Date reduced by any  dividend  paid plus the Rate of Return on such payment from
the date of such payment to the Redemption Date; (ii) one share of the Company's
Common  Stock  (which,  together  with  the  Company's  Series  E 8%  Cumulative
Preferred Stock,  hereinafter  referred to as the "Redeeming  Stock");  or (iii)
1.469328 shares of the Company's Series E 8% Cumulative  Preferred Stock (the "E
Preferred Stock") having a par value of $0.00001 per share and a stated value of
$1.00 per share.  To the extent that the Company  shall  determine not to redeem
shares of Series A Preferred Stock during the A Redemption  Period, the Series A
Preferred  Stock  then  remaining   outstanding  shall  thereafter  bear  a  12%
cumulative  dividend,  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 A
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 C Preferred Stock (the "C Preferred Stock") and/or the E
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 C and/or E Preferred Stock, as






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<PAGE>


the case may be,  then the  holders of a majority  of the shares of the Series A
Preferred  Stock and the C and/or E 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
Series A, C and E  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 Series is subsequently  cured but the Dividend Payment Failure of
the other  Series  shall not have 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.  If  the  Company  redeems  less  than  all of the
outstanding  shares of Series A Preferred  Stock as provided in this  Section 4,
then such redemption  shall be made on a pro rata basis. The Company shall remit
the appropriate  amount of cash or issue the appropriate number of shares of the
Redeeming  Stock,  as the case may be, to each  holder of the Series A Preferred
Stock upon receipt of such holder's  certificate  representing the shares of the
Series A Preferred Stock to be redeemed.  After the Redemption  Date, all shares
of Series A Preferred Stock redeemed as provided herein shall cease to exist and
the holders  thereof shall have only the right to receive the cash or the shares
of  Redeeming  Stock  payable or issuable  to them,  as the case may be, for the
redemption of their Series A Preferred Stock.

     5. Voting Rights.  The holders of outstanding  shares of Series A Preferred
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Stock  shall have no voting  rights  except as provided in Section 4 above or as
may be required by Delaware law.

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

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

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

        (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 A Preferred Stock upon liquidation,  or (ii) having rights similar to any
of the rights of the Series A Preferred Stock under this Section 6.

     7.  Issuance  with  Warrants;  Detachability  of  Warrants.  The  Series  A
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Preferred  Stock shall be issued  together with the Company's  Class A Warrants,
each  Warrant to purchase  one share of Common  Stock,  initially,  at $1.00 per
share,  at the rate of one Warrant  for each share of Series A Preferred  Stock.
The Series A Preferred Stock and



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<PAGE>

the Class A Warrants  attached  thereto shall not detachable  from each other or
separately   transferable   for  66  months  after  the  issuance  thereof  (the
"Non-detachable Period") and the certificates  representing the shares of Series
A Preferred Stock issued to the holder thereof shall bear an appropriate  legend
reflecting this restriction.  In the event that any shares of Series A Preferred
Stock  shall  be  redeemed  by  the  Company  prior  to  the  expiration  of the
Non-detachable Period, the Class A Warrants attached thereto shall expire on the
redemption date.

     8. Notices. Any notice required by the provisions hereof to be given to the
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holders of the Series A 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