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                                                                    EXHIBIT 10.3

        CERTIFICATE SETTING FORTH RESOLUTIONS OF THE BOARD OF DIRECTORS
                                       OF

                                  NEW CEI INC.
                            PURSUANT TO SECTION 151
                                       OF
                          THE GENERAL CORPORATION LAW
                                       OF
                             THE STATE OF DELAWARE

                            ------------------------

     We, the undersigned,                and                , the Chairman of
the Board of Directors and the Secretary, respectively, of New CEI Inc., a
Delaware corporation, the Certificate of Incorporation of which was filed in the
office of the Secretary of State of Delaware and recorded in the office of the
Recorder of Kent County, Delaware, on December, 2001, DO HEREBY CERTIFY: That by
unanimous written consent of the Directors of the Corporation the following
resolutions were duly adopted:

     The number, designation, preferences and the relative, participating,
optional and other special rights and qualifications, limitations and
restrictions of the following series of Preferred Stock (collectively the
"Designation Preferences and Limitations of the Junior 5% Preferred Stock") are
as follows:

          1. Number and Designation.  The number of shares to constitute the
     total authorized amount of the series of Preferred Stock, par value $.001
     per share of the Corporation shall be 50,000 shares and the designation of
     such shares shall be "5% Junior Preferred".

          2. Stated Value; Date of Issue.  The 5% Junior Preferred Stock shall
     have a stated value of $100 per share (the "Stated Value"). The date a
     share of 5% Junior Preferred Stock is issued is referred to herein as its
     "Date of Issue".

          3. Dividends.

             (a) The holders of shares of 5% Junior Preferred Stock shall be
        entitled to receive dividends per annum, equal to 5.0% per annum applied
        to the amount of the sum of the Stated Value per share of 5% Junior
        Preferred. Such dividends shall compound and be cumulative in respect of
        each share of Preferred Stock annually, in arrears, on the last day in
        each year (each a "Dividend Payment Date"). Each period commencing on
        the later of the Date of Issue of a share of the 5% Junior Preferred or
        the first day after the last preceding Dividend Payment Date and ending
        on the next Dividend Payment Date or, in the case of a final dividend,
        the effective date of a liquidating distribution or redemption of such
        shares of 5% Junior Preferred is referred to herein as a "Dividend
        Period." If the date fixed for payment of a final liquidating
        distribution on any shares of 5% Junior Preferred or the date on which
        the shares of 5% Junior Preferred are redeemed does not coincide with a
        Dividend Payment Date, then subject to the provisions hereof relating to
        such liquidating distribution or redemption, the final Dividend Period
        applicable to such shares shall be the period from the last Dividend
        Payment Date prior to the date such liquidating distribution or
        redemption occurs through the effective date of such liquidating
        distribution or redemption.

             (b) Dividends on each share of 5% Junior Preferred shall be paid in
        the form of additional authorized, duly issued, fully paid and
        nonassessable shares of 5% Junior Preferred. Each share so issued shall
        be valued at its Stated Value. The receipt of the dividend shares shall
        be deemed to have occurred upon the date such dividends are declared by
        the Board of Directors of the Corporation and the holder entitled to
        receive such shares of 5% Junior Preferred shall be treated for all
        purposes as the record holder of such shares of 5% Junior Preferred as
        of the time such dividends are declared.

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             (c) If full dividends on all outstanding shares of 5% Junior
        Preferred have not been declared and paid or irrevocably set aside in
        trust for payment for the then current Dividend Period and all prior
        Dividend Periods, the Corporation shall not (i) declare or pay or set
        aside for payment any dividends or make any other distribution or
        payments on the Common Stock or any other securities of the Corporation
        ranking junior to shares of 5% Junior Preferred Stock with respect to
        the payment of dividends or upon liquidation (collectively with the
        Common Stock, "Junior Securities") or (ii) make any payment on account
        of the purchase, redemption or other retirement of, or pay or make
        available any money for a sinking fund for the redemption of, any Junior
        Securities.

          4. Redemption.

             (a) The Corporation shall redeem all but not less than all of the
        outstanding 5% Junior Preferred, upon the occurrence of a Redemption
        Event which shall be the earlier of (i) the tenth anniversary of the
        Date of Issue or (ii) a Change of Control which shall mean (x) the
        merger, consolidation or sale or conveyance for cash or stock in one or
        a series of related transactions, of all or substantially all of the
        assets of the Corporation to any Person (as such term is used in the
        Section 13(d)(3) of the Securities Exchange Act of 1934, as amended)
        other than a Principal or an Affiliate; (y) if any Person, other than an
        Affiliate or Principal, shall acquire direct or indirect beneficial
        ownership of more than 50% of the total combined voting power with
        respect to the election of directors of the issued and outstanding
        Common Stock of the Corporation, or (iii) the consummation of the sale
        by the Corporation or a successor of shares of its Common Stock or
        securities convertible into shares of Common Stock of the Corporation or
        of a successor which sale is the subject of a Registration Statement
        declared effective under the Securities Act of 1933, as amended, by the
        Securities and Exchange Commission and resulted in gross proceeds of at
        least $25,000,000. "Affiliate" means any individual, corporation,
        limited liability company, partnership, association, trust or other
        entity or organization that directly, or indirectly through one or more
        intermediaries, controls, or is controlled by, or is under common
        control with, another Person; and Principal means the Corporation, each
        stockholder of the Corporation as of the date of issue by the
        Corporation of shares of 5% Junior Preferred and each Affiliate of such
        stockholder. Within five (5) business days following the occurrence of a
        Redemption Event, the Corporation shall provide each holder of 5% Junior
        Preferred with written notice of such Redemption Event and the
        redemption to be effected as a result thereof (the "Mandatory Redemption
        Notice").

             (b) Within five (5) business days following receipt of any
        Mandatory Redemption Notice, each holder of shares of 5% Junior
        Preferred to be redeemed shall deliver to the Corporation (i) the
        certificates representing the shares to be redeemed or (ii) a statement
        by such holder to the effect that such certificates have been lost,
        stolen or destroyed and an agreement of such holder to indemnify the
        Corporation from any loss incurred by it in connection with such
        certificates. The Redemption Price for such shares shall be paid in
        immediately available funds within five (5) business days following the
        date that the holder of such shares complies with the requirements of
        the preceding sentence.

             (c) Such redemption shall be deemed to have been made as of the
        close of business on the applicable date of payment of the Redemption
        Price for such Series, and the rights of the holder thereof, except for
        the right to receive the Redemption Price for such redeemed shares as
        provided in this Section 4, shall cease and terminate as to such
        redeemed shares on such date.

             (d) As used herein, "Redemption Price" means the sum of the Stated
        Value of the shares to be redeemed plus all accrued but unpaid dividends
        thereon, as calculated pursuant to Section 3 herein, as of the effective
        date of such redemption.

          5. No Voting Rights.

          Except as otherwise required by law or as otherwise specifically
     provided herein, the holder of each share of the 5% Junior Preferred shall
     not be entitled to vote on any matter submitted to the stockholders

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     of the Corporation including but not limited to the election of directors
     or to otherwise participate in any action taken by the Corporation or its
     stockholders.

          6. Ranking.  The Corporation may at any time create, authorize or
     issue, without the consent of any of the holders of the 5% Junior
     Preferred, other classes or series of capital stock which rank senior,
     junior to, or on parity with, the 5% Junior Preferred in respect to
     dividends and junior or on parity with the 5% Junior Preferred in respect
     of dissolution, liquidation or winding-up. However, other than with respect
     to the Series A Convertible Preferred Stock, the Corporation may not,
     without the consent of the holders of a majority of the outstanding shares
     of the outstanding Junior Preferred create, authorize or issue preferred
     stock ranking senior to the 5% Junior Preferred with respect to
     dissolution, liquidation or winding-up.

          7. Subordination.

          7.1 Redemption and liquidation obligations and payments with respect
     to the 5% Junior Preferred shall be subordinated to the payment of all
     Indebtedness of the Corporation as hereinafter defined, and appoints the
     Company its attorney-in-fact for any and all such purposes. The term
     "Indebtedness" shall mean any principal of, premium, if any, accrued and
     unpaid interest on, and any and all other obligations arising out of or as
     a result of Debt (as hereinafter defined) of the Corporation (which term
     shall mean, the Corporation and its consolidated subsidiaries) outstanding
     on the date of execution of this Debenture or hereafter created, incurred,
     assumed, issued or guaranteed by the Company, together with all interest
     thereon accruing after commencement of a case, proceeding or other action
     related to the bankruptcy, reorganization or insolvency of the Corporation,
     unless in any instrument or instruments evidencing or securing such
     indebtedness or pursuant to which the same is outstanding, it is provided
     that such indebtedness is subordinate to all other indebtedness of the
     Company or that such indebtedness is not superior in right of redemption or
     liquidation payments with respect to the 5% Junior Preferred. The term
     "Debt" shall mean (a) any debt (whether created, incurred or assumed),
     unconditional or contingent, (i) for borrowed money or (ii) evidenced by a
     note, debenture or similar instrument (including a purchase money
     obligation so evidenced), or (iii) the face amount of any letters of
     credit; (b) any debt of others described in the preceding clause (a) which
     the Corporation has guaranteed or for which it is otherwise liable; (c)
     trade indebtedness; and (d) any amendment, modification, deferral, renewal,
     extension or refinancing of any debt described in (a) or (b).

          7.2 Upon the maturity of any Indebtedness or any distribution of
     assets of the Company pursuant to any dissolution, winding up, liquidation
     or reorganization of the Company, whether in bankruptcy, insolvency or
     receivership proceedings or upon an assignment for the benefit of creditors
     or any other marshalling of the assets and liabilities of the Company or
     otherwise, the holders of all Indebtedness shall first be entitled to
     receive payment in full of all of the Indebtedness before the holders of 5%
     Junior Preferred becomes entitled to receive any redemption or liquidation
     payments on the 5% Junior Preferred; and upon the occurrence of any of the
     above-described events, any payment or distribution of assets of the
     Company of any kind or character, whether in cash, property or securities
     (other than securities of the Company as reorganized or readjusted or
     securities of the Company or any other corporation provided for by a plan
     of reorganization or readjustment, the payment of which is subordinated to
     the payment of Indebtedness which may at any time be outstanding) to which
     the holders of the 5% Junior Preferred would be paid by the liquidating
     trustee or agent or other person making such payment or distribution,
     whether a trustee in bankruptcy, a receiver or liquidating trustee or
     otherwise, shall be paid directly to the holders of Indebtedness or their
     representative or representatives or to the trustee or trustees under any
     indenture pursuant to which any instruments evidencing any of such
     Indebtedness may have been issued, ratably according to the aggregate
     amounts remaining unpaid on account of the principal of and premium, if
     any, and interest on the Indebtedness held or represented by each, to the
     extent necessary to pay in full all Indebtedness remaining unpaid, after
     giving effect to any concurrent payment or distribution to the holders of
     such Indebtedness.

          7.3 No redemption or liquidation payment on account of the 5% Junior
     Preferred shall be made if any event of default or default in respect of
     any Indebtedness has occurred and is continuing. No payment

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     on account of, the 5% Junior Preferred shall be made, either directly or
     indirectly, by the Corporation, if, at the time of such payment or
     purchase, or immediately after giving effect thereto, Indebtedness shall be
     or shall become in default, unless simultaneously with making such payment,
     full payment of amounts which are, or with the lapse of time or the giving
     of notice or both would become, due as a result of such default has been
     made. Nothing contained herein shall be deemed to preclude or prohibit the
     Corporation from making any payment on account of the 5% Junior Preferred
     at a time when the Corporation is not in default or would not be in default
     with notice or lapse of time or both under any Indebtedness after giving
     effect to such payment.

          7.4 In the event any direct or indirect payment or distribution shall
     be made to the holders of the 5% Junior Preferred in contravention of the
     provisions of this Section 7, then such payment or distribution shall be
     held in trust for the benefit of the holders of Indebtedness and shall be
     paid over by the holders of the 5% Junior Preferred in the manner as
     provided in Section 7.2.

          7.5 Notwithstanding any provision of Section 7 herein, in the event of
     any liquidation, dissolution or winding up of the affairs of the
     Corporation, whether voluntary or otherwise, after payment or provision for
     payment of the Indebtedness of the Corporation, the holders of the 5%
     Junior Preferred Stock shall be entitled to receive, before the holders of
     any of the Common Stock or other classes of Preferred Stock of the
     Corporation ranking junior thereto, out of the remaining net assets of the
     Corporation, the Stated Value of the 5% Junior Preferred Stock.

     In the event that, after payment or provision for payment of the
Indebtedness of the Corporation, the remaining net assets of the Corporation are
not sufficient to pay the liquidation preference of the holders of the 5% Junior
Preferred Stock, then no such distribution shall be made on account of any
shares of any other class or series of capital stock of the Corporation ranking,
on a parity with the shares of the 5% Junior Preferred Stock upon such
liquidation unless proportionate distributive amounts shall be paid on account
of each share of the 5% Junior Preferred Stock, ratably, in proportion to the
full distributable amounts for which holders of all such parity shares,
including other shares of 5% Junior Preferred Stock, are respectively entitled
upon such liquidation.

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