Common Stock Purchase Warrant (Class F)
issued by CNE Group, Inc. to
Name
                                                                    Exhibit 4.12

                     CLASS F REDEEMABLE WARRANT CERTIFICATE
                            TO PURCHASE COMMON STOCK
                                       OF
                                 CNE GROUP, INC.

         THIS WARRANT CERTIFICATE AND THE UNDERLYING WARRANTS ARE
         ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
         PROVISIONS OF THE SECURITIES ACT OF 1933 AND QUALIFICATION
         PROVISIONS OF APPLICABLE STATE SECURITIES LAWS. NEITHER THEY
         NOR THE SHARES OF COMMON STOCK FOR WHICH THE UNDERLYING
         WARRANTS CAN BE EXERCISED MAY BE SOLD, HYPOTHECATED OR
         OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO THE
         SECURITIES ACT OF 1933 AND QUALIFIED UNDER APPLICABLE STATE
         LAW OR, IN THE OPINION OF COUNSEL TO THE COMPANY, AN
         EXEMPTION THEREFROM IS AVAILABLE.

WHEREAS, at a meeting of the Board of Directors of CNE Group, Inc. (the
"Company") duly called and held on _____________, the Board authorized the
granting of this Warrant Certificate for ________ Class F Redeemable Warrants
(the "F Warrants"), each to purchase one share of the Company's Common Stock,
par value $0.00001, (the "Common Stock") to ________________________ (the
"Holder") in accordance with the terms set forth herein; and

WHEREAS, these F Warrants are part of a series of F Warrants (the "Series F
Warrants"), all with the same terms and conditions as those set forth herein,
which may be issued by the Company exercisable for up to an aggregate 1,200,000
shares of Common Stock; and

WHEREAS, each F Warrant permits the holder thereof, for a period commencing on
January 1. 2004 and terminating on December 31, 2009, to purchase one share (,
with the other shares issuable upon the exercise of all of the F Warrants, the
"F Warrant Shares") of Common Stock, initially at $3.00 per share; and

WHEREAS, the Company desires to set forth the terms of the F Warrants and the
Holder desires to accept such terms;

NOW, THEREFORE, in consideration of the premises, the parties hereto agree as
follows:

1.   Grant of Warrants.
     -----------------

The Company hereby grants to the Holder the right to purchase one F Warrant
Share for each F Warrant granted hereby for a price equal to $3.00 per share as
hereinafter adjusted (the "Exercise Price"). The F Warrants may be exercised,
except as otherwise provided herein, in whole or in part at any time commencing
upon January 1, 2004 and terminating at 5:00 P.M., New York time, on December 31
2009 (the "Expiration Date").




<PAGE>
Common Stock Purchase Warrant (Class F)
issued by CNE Group, Inc. to
Name



2.   Manner of Exercise.
     ------------------

The F Warrants underlying this F Warrant Certificate may be exercised in whole
or in part by surrender of this F Warrant Certificate, with the form of
subscription at the end hereof duly executed by the Holder, to the Company at
its principal office or at the office of its stock transfer agent, accompanied
by payment in full in cash or by certified or official bank check to the order
of the Company of the Exercise Price of the shares to be purchased. As soon as
practicable, but in no event more than 15 days after the Holder has given the
aforesaid written notice and made the aforesaid payment, the Company shall,
without charging stock issue or transfer taxes to the Holder, issue or caused to
be issued the number of shares of duly authorized Common Stock issuable upon
such exercise, which shall be duly issued, fully paid and non-assessable, and
shall deliver to the Holder a certificate or certificates therefor, registered
in the Holder's name. In the event of a partial exercise of this F Warrant
Certificate, the Company shall also issue and deliver to the Holder a new F
Warrant Certificate of like tenor, in the name of the Holder, for the exercise
of the number of F Warrant Shares for which such F Warrant Certificate may still
be exercised.

3.   Investment Representation.
     -------------------------

The Holder acknowledges that the F Warrants underlying this F Warrant
Certificate as well as the F Warrant Shares for which these F Warrants may be
exercised, have not been and, except as otherwise provided herein, will not be
registered under the Securities Act of 1933 (the "Act") or qualified under
applicable state securities laws and that the transferability thereof is
restricted by the registration provisions of the Act as well as such state laws.
The Holder represents that he is acquiring the F Warrants and will acquire the F
Warrant Shares for his own account, for investment purposes only and not with a
view to resale or other distribution thereof, nor with the intention of selling,
transferring or otherwise disposing of all or any part of such securities for
any particular event or circumstance, except selling, transferring or disposing
of them upon full compliance with all applicable provisions of the Act, the
Securities Exchange Act of 1934 (the "Exchange Act"), the Rules and Regulations
promulgated by the Securities and Exchange Commission (the "Commission")
thereunder, and any applicable state securities laws. The Holder further
understands and agrees that (i) neither the F Warrants nor the F Warrant Shares
may be sold unless they are subsequently registered under the Act and qualified
under any applicable state securities laws or, in the opinion of the Company's
counsel, an exemption from such registration and qualification is available;
(ii) any routine sales of the Company's securities made in reliance upon Rule
144 promulgated by the Commission under the Act, can be effected only in the
amounts set forth in and pursuant to the other terms and conditions, including
applicable holding periods, of that Rule; and (iii) except as otherwise set
forth herein, the Company is under no obligation to register the F Warrants or
the F Warrant Shares on his behalf or to assist him in complying with any
exemption from registration under the Act. The Holder agrees that each
certificate representing any F Warrant Shares for which the F Warrants may be
exercised will bear on its face a legend in substantially the following form:

     These securities have not been registered under the Securities Act of 1933
     or qualified under any state securities laws. They may not be sold,
     hypothecated or otherwise transferred in the absence of an effective
     registration statement under




<PAGE>
Common Stock Purchase Warrant (Class F)
issued by CNE Group, Inc. to
Name


     that Act or qualification under applicable state securities laws without an
     opinion acceptable to counsel to the Company that such registration and
     qualification are not required.

4.   Holder Not Deemed Stockholder.
     -----------------------------

The Holder shall not, as holder of the F Warrants, be entitled to vote or to
receive dividends, except as may be provided in Section 5 below, or be deemed
the holder of Common Stock that may at any time be issuable upon exercise of the
F Warrants for any purpose whatsoever, nor shall anything contained herein be
construed to confer upon the Holder, as holder of the F Warrants, any of the
rights of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any
recapitalization, issue or reclassification of stock, change of par value or
change of stock to no par value, consolidation, merger or conveyance or
otherwise), or to receive notice of meetings, or to receive dividends or
subscription rights, until the Holder shall have exercised the F Warrants and
been issued shares of Common Stock in accordance with the provisions hereof.

5.   Warrant Adjustments.
     -------------------

The Exercise Price and the number of shares purchasable upon exercise of the F
Warrants shall be subject to adjustment with respect to events after the date
hereof as follows:

     (a) Adjustment for Change in Capital Stock. Except as provided in Paragraph
5 (m) below, if the Company shall (i) declare a dividend on its outstanding
Common Stock in shares of its capital stock, (ii) subdivide its outstanding
Common Stock, (iii) combine its outstanding Common Stock into a smaller number
of shares, or (iv) issue any shares of its capital stock by reclassification of
its Common Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing corporation),
then in each such case the Exercise Price in effect immediately prior to such
action shall be adjusted so that if the F Warrants are thereafter exercised, the
Holder may receive the number and kind of shares that he would have owned
immediately following such action if he had exercised the F Warrants immediately
prior to such action. Such adjustment shall be made successively whenever such
an event shall occur. The adjustment shall become effective immediately after
the record date in the case of a dividend or distribution and immediately after
the effective date in the case of a subdivision, combination or
reclassification. If after an adjustment the Holder upon exercise of the F
Warrants may receive shares of two or more classes of capital stock of the
Company, the Company's Board of Directors shall determine the allocation of the
adjusted Exercise Price between the classes of capital stock. After such
allocation, the Exercise Price of each class of capital stock shall thereafter
be subject to adjustment on terms comparable to those applicable to Common Stock
in this Section 5.

     (b) Subscription Offerings. In case the Company shall issue to all of its
existing stockholders rights, options, or warrants entitling the holders thereof
to subscribe for or purchase Common Stock (or securities convertible into or
exchangeable for Common Stock) at a price per share (or having a conversion
price per share, in the case of a security convertible into or





<PAGE>
Common Stock Purchase Warrant (Class F)
issued by CNE Group, Inc. to
Name




exchangeable for Common Stock) less than the lower of the then Exercise Price or
the Current Market Price (as defined in Paragraph (d) below) per share on the
record date for the determination of stockholders entitled to receive such
rights, then in each such case the Exercise Price shall be adjusted by
multiplying the Exercise Price in effect immediately prior to such record or
granting date by a fraction, of which the numerator shall be the number of
shares of Common Stock outstanding on such record date plus the number of shares
of Common Stock which the aggregate offering price of the total number of shares
of Common Stock so to be offered (or the aggregate initial conversion price of
the convertible securities so to be offered) would purchase at such Exercise
Price or Current Market Price, as the case may be, and of which the denominator
shall be the number of shares of Common Stock outstanding on such record date
plus the number of additional shares of Common Stock to be offered for
subscription or purchase (or into which the convertible or exchangeable
securities so to be offered are initially convertible or exchangeable). Such
adjustment shall become effective at the close of business on such record date;
provided, however, that, to the extent the shares of Common Stock (or securities
convertible into or exchangeable for shares of Common Stock) are not delivered,
the Exercise Price shall be readjusted after the expiration of such rights,
options, or warrants (but only to the extent that the F Warrants are not
exercised after such expiration), to the Exercise Price which would then be in
effect had the adjustments made upon the issuance of such rights or warrants
been made upon the basis of delivery of only the number of shares of Common
Stock (or securities convertible into or exchangeable for shares of Common
Stock) actually issued. In case any subscription price may be paid in a
consideration part or all of which shall be in a form other than cash, the value
of such consideration shall be as determined in good faith by the Company's
Board of Directors. Shares of Common Stock owned by or held for the account of
the Company or any majority-owned subsidiary shall not be deemed outstanding for
the purpose of any such computation.

     (c) Other Rights to Acquire Common Stock. In case the Company shall
distribute to all holders of its Common Stock evidences of its indebtedness or
assets (excluding cash dividends or distributions paid from retained earnings of
Maker) or rights or warrants to subscribe for or purchase Common Stock
(excluding those referred to in Paragraph (b) above), then in each such case the
Exercise Price shall be adjusted so that the same shall equal the price
determined by multiplying the Exercise Price in effect immediately prior to the
date of such distribution by a fraction of which the numerator shall be the
Current Market Price per share (as defined in Paragraph (d) below) of the Common
Stock on the Record Date mentioned below less the then fair market value (as
determined by the Board of Directors of the Company) of the portion of the
assets or evidences of indebtedness so distributed or of such rights or warrants
applicable to one share of Common Stock, and the denominator shall be the
Current Market Price per share of the Common Stock. Such adjustment shall become
effective immediately after the Record Date for the determination of
shareholders entitled to receive such distribution.

     (d) Current Market Price. For the purpose of any computation under
Paragraphs (b) and (c) of this Section 5, the Current Market Price per share of
Common Stock on any date shall be deemed to be the average of the daily closing
prices for the 30 consecutive trading days commencing 45 trading days before
such date. The closing price for each day shall be the last reported sales price
regular way or, in case no such reported sale takes place on such day, the
closing bid price regular way, in either case on the principal national
securities exchange on which the Common Stock is listed or admitted to trading
or, if the Common Stock is not listed or






<PAGE>


Common Stock Purchase Warrant (Class F)
issued by CNE Group, Inc. to
Name




admitted to trading on any national securities exchange, the highest reported
bid price as furnished by the National Association of Securities Dealers, Inc.
through NASDAQ or similar organization if NASDAQ is no longer reporting such
information, or by the Pink Sheets, LLC or similar organization if the Common
Stock is not then quoted on an inter-dealer quotation system. If on any such
date the Common Stock is not quoted by any such organization, the fair value of
the Common Stock on such date, as determined in good faith by the Company's
Board of Directors, shall be used.

     (e) Action to Permit Valid Issuance of Common Stock. Before taking any
action which would cause an adjustment reducing the Exercise Price below the
then par value, if any, of the shares of Common Stock issuable upon exercise of
the F Warrants, the Company will take all corporate action which may, in the
opinion of its counsel, be necessary in order that the Company may validly and
legally issue shares of such Common Stock at such adjusted Exercise Price.

     (f) Minimum Adjustment. No adjustment in the Exercise Price shall be
required if such adjustment is less than $0.05; provided, however, that any
                                                --------  -------
adjustments, which by reason of this Paragraph (f) are not required to be made,
shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Section 5 shall be made to the nearest cent or to
the nearest one-hundredth of a share, as the case may be. Anything to the
contrary notwithstanding, the Company shall be entitled to make such reductions
in the conversion price, in addition to those required by this Paragraph 5 (f),
as it in its discretion shall determine to be advisable in order that any stock
dividends, subdivision of shares, distribution of rights to purchase stock or
securities, or distribution of securities convertible into or exchangeable for
stock hereafter made by the Company to its stockholders shall not be taxable.

     (g) Referral of Adjustment. In any case in which this Section 5 shall
require that an adjustment in the Exercise Price be made effective as of a
record date for a specified event (the "Exercise Event"), if the F Warrants
shall have been exercised after such record date, the Company may elect to defer
until the occurrence of the Exercise Event issuing to the Holder the shares, if
any, issuable upon the Exercise Event over and above the shares, if any,
issuable upon such exercise on the basis of the Exercise Price in effect prior
to such adjustment; provided, however, that the Company shall deliver to the
                    --------  -------
Holder a due bill or other appropriate instrument evidencing the Holder's right
to receive such additional shares upon the occurrence of the Exercise Event.

     (h) Number of Shares. Upon each adjustment of the Exercise Price as a
result of the calculations made in Paragraphs (a) through (c) of this Section 5,
the F Warrants shall thereafter evidence the right to purchase, at the adjusted
Exercise Price, that number of shares (calculated to the nearest thousandth)
obtained by dividing (i) the product obtained by multiplying the number of
shares purchasable upon exercise of the F Warrants prior to adjustment of the
number of shares by the Exercise Price in effect prior to adjustment of the
Exercise Price by (ii) the Exercise Price in effect after such adjustment of the
Exercise Price.

     (i) Transactions Not Requiring Adjustments. No adjustment need be made for
a transaction referred to in Paragraphs (a) through (c) of this Section 5 if the
Holder is permitted to participate in the transaction on a basis no less
favorable than any other party and at a level






<PAGE>


Common Stock Purchase Warrant (Class F)
issued by CNE Group, Inc. to
Name


which would preserve the Holder's percentage equity participation in the Common
Stock upon exercise of the F Warrants. No adjustment need be made for sales of
Common Stock pursuant to a Company plan for reinvestment of dividends or
interest, the granting of options and/or the exercise of options outstanding
under any of the Company's currently existing stock option plans, the exercise
of currently existing incentive stock options or incentive stock options which
may be granted in the future, the exercise of any other of the Company's
currently outstanding options, or any currently authorized warrants, whether or
not outstanding. No adjustment need be made for a change in the par value of the
Common Stock, or from par value to no par value. If the F Warrants become
exercisable solely into cash, no adjustment need be made thereafter. Interest
will not accrue on the cash.

     (j) Voluntary Reduction. The Company from time to time may reduce the
Exercise Price by any amount for any period of time if the period is at least 20
days and if the reduction is irrevocable during the period. Whenever the
Exercise Price is reduced, the Company shall mail to the Holder a notice of the
reduction. The Company shall mail the notice at least 15 days before the date
the reduced Exercise Price takes effect. The notice shall state the reduced
Exercise Price and the period it will be in effect. F reduction of the Exercise
Price does not change or adjust the Exercise Price otherwise in effect for
purposes of Paragraphs 5 (a) through (c) above. Anything to the contrary not
withstanding, this Paragraph 5 (j) shall be void and of no force and effect if
the terms or the effect thereof shall violate any rule or regulation of the
exchange or other medium on which the Company's securities are traded or
accepted for trading.

     (k) Prohibition against Certain Reductions of Exercise Price. Anything to
the contrary notwithstanding, for the purpose of any computation under Paragraph
(j) of this Section 5, in no event shall the Exercise Price be reduced below (x)
the Closing Price per Share of the Common Stock on the date the Company executes
this Warrant as set forth below or (y) the par value of the Common Stock.

     (l) Notice of Adjustments. Whenever the Exercise Price is adjusted, the
Company shall promptly mail to the Holder a notice of the adjustment together
with a certificate from the Company's Chief Financial Officer briefly stating
(i) the facts requiring the adjustment, (ii) the adjusted Exercise Price and the
manner of computing it; and (iii) the date on which such adjustment becomes
effective. The certificate shall be prima facia evidence that the adjustment is
correct, absent manifest error.

     (m) Reorganization of Company. If the Company and/or the holders of Common
Stock are parties to a merger, consolidation or a transaction in which (i) the
Company transfers or leases substantially all of its assets; (ii) the Company
reclassifies or changes its outstanding Common Stock; or (iii) the Common Stock
is exchanged for securities, cash or other assets; the person who is the
transferee or lessee of such assets or is obligated to deliver such securities,
cash or other assets shall assume the terms of the F Warrants. If the issuer of
securities deliverable upon exercise of the F Warrants is an affiliate of the
surviving, transferee or lessee corporation, that issuer shall join in such
assumption. The assumption agreement shall provide that the Holder may exercise
the F Warrants into the kind and amount of securities, cash or other assets that
he would have owned immediately after the consolidation, merger, transfer, lease
or exchange if he had exercised the F Warrants immediately before the effective
date of the transaction. The





<PAGE>

Common Stock Purchase Warrant (Class F)
issued by CNE Group, Inc. to
Name



assumption agreement shall provide for adjustments that shall be as nearly
equivalent as may be practical to the adjustments provided for in this Section
5. The successor company shall mail to the Holder a notice briefly describing
the assumption agreement. If this Paragraph applies, Paragraph 5 (a) above does
not apply.

     (n) Dissolution, Liquidation. In the event of the dissolution or total
liquidation of the Company, then after the effective date thereof, the F
Warrants and all rights thereunder shall expire.

     (o) Notices. If (i) the Company takes any action that would require an
adjustment in the Exercise Price pursuant to this Section 5; or (ii) there is a
liquidation or dissolution of the Company, the Company shall mail to the Holder
a notice stating the proposed record date for a distribution or effective date
of a reclassification, consolidation, merger, transfer, lease, liquidation or
dissolution. The Company shall mail the notice at least 15 days before such
date. Failure to mail the notice or any defect in it shall not affect the
validity of the transaction.

     (p) Determination by Company Conclusive. Any determination that the Company
or its Board of Directors must make pursuant to this Section 5 shall be
conclusive, absent manifest error.

6.   Fractional Shares.
     -----------------

If the number of F Warrant Shares purchasable upon the exercise of the F
Warrants is adjusted pursuant to Section 5 hereof, the Company shall
nevertheless not be required to issue fractions of shares upon exercise of the F
Warrants or otherwise, or to distribute certificates that evidence fractional
shares. Instead the Company will round any fractional share to the nearest share
so that if the fraction is less than 0.5 no share shall be issued and if the
fraction is 0.5 or higher the Company shall issue one full share

8.   Inclusion of F Warrant Shares in Registration Statement; Right to
     -----------------------------------------------------------------
     Registration.
     ------------

          (a) Holder's Right to Registration. Commencing on the date hereof and
          ending one year after the date on which all of the F Warrants have
          expired and/or been exercised, upon receipt of written notice (the
          "Registration Request Notice") requesting registration under the Act
          of the shares of Common Stock issuable upon exercise of all of the
          then outstanding Series F Warrants (collectively the "Registerable
          Securities") from the holders of more than 50% of the Registerable
          Securities, the Company will offer to the Holder the opportunity to
          include his Registerable Securities in such registration. The Company
          will use its reasonable best efforts to file with the Commission as
          promptly as practicable, a registration statement (the "Demand
          Registration Statement"), and will use its reasonable best efforts to
          have the Demand Registration Statement declared effective and remain
          effective until the earliest of two years thereafter, the date that
          all the Registerable Securities registered thereby have been sold, or,
          in the reasonable opinion of the Company's counsel, the Registerable
          Securities may be sold publicly without registration. The Company will
          also use its reasonable best efforts to qualify the Registerable
          Securities under the






<PAGE>

Common Stock Purchase Warrant (Class F)
issued by CNE Group, Inc. to
Name


          securities laws of the state where the Holder resides provided the
          Company is not required to execute a general consent to service or to
          qualify to do business in such state. This offer to the Holder shall
          be made within 20 days after the Company receives the Registration
          Request Notice. This Demand Registration right may be exercised one
          time only. If the Holder elects to include his Registerable Securities
          in the Demand Registration Statement, he will, in a timely manner,
          provide the Company and its counsel with such information and execute
          such documents as the Company's counsel may reasonably require to
          prepare and process the Demand Registration Statement. If the Holder
          elects not to include his Registerable Securities in the Demand
          Registration Statement, he shall have no further rights to the
          registration of his Registerable Securities under this Paragraph 7
          (a). In the event that the Company has filed a registration statement
          with the Commission relating to its securities within 90 days prior to
          its receipt of the Registration Request Notice, which registration
          statement has not been declared effective, the Holder agrees that the
          Company can thereafter delay the filing of the Demand Registration
          Statement for a period not to exceed 90 days.

     (b) "Piggy Back" Registration Rights. If at any time after the date hereof,
the Company proposes to file a Registration Statement under the Act with respect
to any of its securities (except one relating to employee benefit plans or a
merger or similar transaction), it shall give written notice of its intention to
effect such filing to the Holder at least 30 days prior to filing such
Registration Statement (the "Piggy-Back Registration Statement"). If the
Holder's Registerable Securities have not been previously registered as provided
in Paragraph 7 (a) above, and he desires to include his Registerable Securities
in the Piggy-Back Registration Statement, he shall notify the Company in writing
within 15 days after receipt of such notice from the Company, in which event the
Company shall include the Holder's Registerable Securities in the Piggy-Back
Registration Statement. If the Holder elects to include his Registerable
Securities in the Piggy-Back Registration Statement as set forth herein, he
shall, in a timely fashion, provide the Company and its counsel with such
information and execute such documents as its counsel may reasonably require to
prepare and process the Piggy-Back Registration Statement.

     (c) Copies of Registration Statements and Prospectuses. The Company will
provide the Holder with a copy of the Demand Registration Statement or
Piggy-Back Registration Statement, as the case may be, and any amendments
thereto, and copies of the final prospectus included therein in such quantities
as may reasonably be required to permit the Holder to sell his Registerable
Securities after the Demand Registration Statement or Piggy-Back Registration
Statement, as the case may be, is declared effective by the Commission (the
"Effective Date").

     (d) The Company's Obligation to Bear Expenses of Registration. The Company
will bear all expenses (except underwriting discounts and commission, if any,
and the legal fees and expenses, if any, of counsel to the Holder) necessary and
incidental to the performance of its obligations under this Section 7.

     (e) Indemnification. The Company and the Holder, if the Holder's
Registerable Securities are included in a Registration Statement pursuant to
this Section 7, shall provide







<PAGE>
Common Stock Purchase Warrant (Class F)
issued by CNE Group, Inc. to
Name




appropriate cross indemnities to each other covering the information supplied by
the indemnifying party for inclusion in such Registration Statement.

     (f) Restriction on Sale of Registerable Securities. The Holder agrees that
as a condition for the Company registering the Registerable Securities as
provided in Paragraph 7 (b), in the event that the Piggy-Back Registration
Statement in which the Registerable Securities are included relates to an
offering to be effected through or with the assistance of an underwriter, he
will consent to restrict the sale of the Registerable Securities or reduce the
number of Registerable Securities that may be included in such registration in
accordance with the requirements of such underwriter.

     (g) Cancellation of Registration Rights. Anything to the contrary
notwithstanding, the Company shall not be required to register any Registerable
Securities that, in the reasonable opinion of the Company's counsel, may be sold
pursuant to the exemption from registration provided by Section (k) of Rule 144
promulgated under the Act.

8.   Redemption.
     ----------

     (a) Company's Right to Redeem F Warrants. On or after the earlier of the
Effective Date or the F Warrant Shares may otherwise be sold publicly, on not
less than 30 days notice, the F Warrants may be redeemed, at the option of the
Company, at a redemption price of $0.001 per F Warrant (the "Redemption Price"),
provided that the reported closing price of the Common Stock equals or exceeds
1.5 times the then Exercise Price for a period of 20 consecutive trading days
ending three trading days prior to the notice of redemption. For the purpose of
this Section 8, the closing price for each day shall be the last reported sales
price regular way or, in case no such reported sale takes place on such day, the
closing bid price regular way, in either case on the principal national
securities exchange on which the Common Stock is listed or admitted to trading
or, if the Common Stock is not listed or admitted to trading on any national
securities exchange, the highest reported bid price as furnished by the National
Association of Securities Dealers, Inc. through NASDAQ or similar organization
if NASDAQ is no longer reporting such information, or by the Pink Sheets, LLC or
similar organization if the Common Stock is not then quoted on an inter-dealer
quotation system. All unexercised F Warrants in the Series of F Warrants must be
redeemed if any F Warrants are redeemed.

     (b) Method of Redemption. In case the Company shall desire to exercise its
right to redeem the F Warrants, it shall mail a notice of redemption to the
Holder, first class, postage prepaid, not later than the 30th day before the
date fixed for redemption, at his last address as shall appear in the records of
the Company. Any notice mailed in the manner provided herein shall be
conclusively presumed to have been duly given whether or not the Holder receives
such notice.

     (c) Notice of Redemption. The notice of redemption shall specify (i) the
Redemption Price; (ii) the date fixed for redemption; (iii) the place where the
F Warrant Certificates shall be delivered and the Redemption Price paid; and
(iv) that the right to exercise the F Warrants shall terminate at 5:00 PM (New
York time) on the date fixed for redemption. The date fixed for the redemption
of the F Warrants shall be the Redemption Date.






<PAGE>

     (d) Termination of Right to Exercise F Warrants. Any right to exercise F
Warrants shall terminate at 5:00 P.M. (New York time) on the Redemption Date. On
and after the Redemption Date, the Holder shall have no further rights except to
receive, upon surrender of his F Warrants, the Redemption Price.

     (e) Delivery of Redemption Price and Expiration of F Warrants. From and
after the Redemption Date, the Company shall, at the place specified in the
notice of redemption, upon presentation and surrender to the Company by or on
behalf of the Holder of one or more F Warrants to be redeemed, deliver or cause
to be delivered to or upon the written order of the Holder a sum in cash equal
to the Redemption Price of each such F Warrant. From and after the Redemption
Date and upon the deposit or setting aside by the Company of a sum sufficient to
redeem all of the F Warrants called for redemption, such F Warrants shall expire
and become void and all rights hereunder, except the right to receive payment of
the Redemption Price, shall cease.

9.   Covenants of the Company.
     ------------------------

The Company covenants that it will at all times reserve and keep available out
of its authorized Common Stock, solely for the purpose of issue upon exercise of
a Warrants, such number of shares of Common Stock as shall then be issuable upon
the exercise of all outstanding a Warrants. The Company covenants that all
shares of Common Stock which shall be issuable upon exercise of the F Warrants
shall, at the time of delivery thereof, be duly and validly issued and fully
paid and nonassessable and free from all preemptive or similar rights, taxes,
liens and charges with respect to the issue thereof, and that upon issuance such
shares shall be listed on each securities exchange, if any, on which the other
shares of outstanding Common Stock of the Company are then listed.

10.  Amendments.
     ----------

This Certificate shall not be amended, modified or revoked except by agreement
in writing, signed by the Company and the Holder.

11.  Governing Law.
     -------------

The laws of the State of New York shall govern this Warrant Certificate and the
underlying F Warrants.

IN WITNESS WHEREOF, the Company has caused this F Warrant Certificate to be
executed on its behalf by an officer thereunto duly authorized as of October 6,
2003.

CNE Group, Inc.



By:
   ----------------------------



<PAGE>
Common Stock Purchase Warrant (Class F)
issued by CNE Group, Inc. to
Name


       Anthony S. Conigliaro,
       Chief Financial Officer





<PAGE>


                                SUBSCRIPTION FORM

                          To Be Executed by the Holder
                         in Order to Exercise F Warrants

The undersigned Holder hereby irrevocably elects to exercise the F Warrants, and
to purchase the shares of Common Stock issuable upon the exercise thereof, and
requests that certificates for such shares shall be issued in the name of



            PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

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

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

             ------------------------------------------------------
                     [please print or type name and address]

and be delivered to

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

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

             ------------------------------------------------------
                     [please print or type name and address]

and if such number of shares of Common Stock shall not be all the shares
issuable upon the exercise of the F Warrants, that new F Warrants exercisable
for the balance of the shares issuable upon the exercise of the F Warrants be
delivered to the Holder at the address stated below.
Dated:                                            X
     -------------------------                     -----------------------------

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

                                                   -----------------------------
                                                               Address

                                                  ------------------------------
                                                  Taxpayer Identification Number

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




<PAGE>

                                                        Signature Guaranteed

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




                              [FORM OF ASSIGNMENT]



             To be executed by the registered holder if such holder
                  desires to transfer the Warrant Certificate.


                  FOR VALUE RECEIVED
                                    --------------------------------------------

hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                  (Please print name and address of transferee)

this Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint     Attorney, to transfer the
                                                  -----
within Warrant Certificate on the books of the within-named Company, with full
power of substitution.

Dated:
     -----------------------------
                                                Signature
                                                         -----------------------

                                                (Signature must conform in all
                                                respects to name of holder as
                                                specified on the face of the
                                                Warrant Certificate.)

                                                --------------------------------
                                                (Insert Social Security or Other
                                                Identifying Number of Holder)