CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                                 CNE GROUP, INC.

                            Under Section 242 of the
                    Corporation Law of the State of Delaware
                    ----------------------------------------


        George W. Benoit, President of CNE GROUP, INC. (the "Company"), a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by written consent filed
with the minutes of the Board, adopted the following resolutions proposing and
declaring advisable the following amendments to the Certificate of Incorporation
of said corporation:

          "that Article FOURTH of the Company's Certificate of Incorporation be
     amended and, as amended, read as follows:

          `FOURTH: The total number of shares which the Corporation shall have
          the authority to issue is 65,000,000 shares, of which 40,000,000
          shares shall be common stock, with a par value of $.00001 per share
          (the "Common Stock") and 25,000,000 shares shall be preferred stock,
          with a par value of $.00001 per share (the "Preferred Stock").

          The Preferred Stock may be issued from time to time in one or more
          series with such designations, preferences and relative participating,
          optional or other special rights and qualifications, limitations or
          restrictions thereof, as shall be stated in the resolutions adopted by
          the Board of Directors (the "Board") providing for the issuance of
          such Preferred Stock or series thereof; and the Board is hereby vested
          with authority to fix such designations, preferences and relative
          participating, optional or other special rights or qualifications,
          limitations, or restrictions for each series, including, but not by
          way of limitation, the power to fix the redemption and liquidation
          preferences, the rate of dividends payable and the time for and the
          priority of payment thereof and to determine whether such dividends
          shall be cumulative or not and to provide for and fix the terms of
          conversion of such Preferred Stock or any series thereof into Common
          Stock of the Corporation and fix the voting Power, if any, of shares
          of Preferred Stock or any series thereof.'"

SECOND: That the foregoing Amendment made no change to the number of issued or
outstanding shares of the Company's Common Stock; That there are no shares of
the Company's Preferred Stock issued or outstanding as of the date of this
Amendment;






however, the Amendment does change the par value of the Common Stock from $0.10
par value per share to $.00001 par value per share and it does change the par
value of the Preferred Stock from $0.10 par value per share to $.00001 par value
per share

THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of section 242 of the General Corporation Law of the State
of Delaware by obtaining the written consent of the holders of the majority of
the stock of the Company entitled to vote at a meeting of Stockholders pursuant
to section 228 of the General Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF, the Company has caused this Amendment to its
     Certificate of Incorporation to be signed by George W. Benoit, its
     president, as of the ___ day of April 2003.


                              /s/ George W. Benoit
                              ---------------------
                                George W. Benoit