EXHIBIT 4.2

CERTIFICATE OF DESIGNATION
OF
SERIES B CONVERTIBLE PREFERRED STOCK
OF
VOYAGER ENTERTAINMENT INTERNATIONAL, INC.

Pursuant to Section 78.1955
of the Nevada Revised Statutes

Voyager Entertainment International, Inc., a Nevada corporation (the
"CORPORATION"), does hereby certify that, pursuant to the authority contained in
the provisions of NRS 78.1955, the Corporation`s Board of Directors has duly
adopted the following resolution creating a series of Preferred Stock designated
as Series B Convertible Preferred Stock:

RESOLVED, that the Corporation hereby designate and create a series of the
authorized Preferred Stock of the Corporation, designated as Series B
Convertible Preferred Stock, as follows:

FIRST: Of the 50,000,000 shares of Preferred Stock, $.001 par value per share,
authorized to be issued by the Corporation, 10,000,000 shares are hereby
designated as "Series B Convertible Preferred Stock." The rights, preference,
privileges and restrictions granted to and imposed upon the Series B Convertible
Preferred Stock are as set forth below:

ARTICLE I
Designation And Amount

The designation of this series is Series B Convertible Preferred Stock (the
"SERIES B PREFERRED STOCK") and the stated value is $0.10 per share (the "STATED
VALUE"). The number of shares of the Series B Preferred Stock may be decreased
from time to time by a resolution or resolutions of the Board of Directors;
provided, however, that no such resolution shall reduce the number of shares of
the Series B Preferred Stock to a number less than the aggregate number of
shares of the Series B Preferred Stock then issued and outstanding.
Notwithstanding any other provision in this Certificate of Designation, the
Corporation shall not be required to issue fractional shares of Series B
Preferred Stock.

ARTICLE II
Rank

The Series B Preferred Stock shall rank, with respect to distribution of assets
upon liquidation, dissolution or winding up of the Corporation, (i) senior to
the Corporation's Common Stock (and any other Capital Stock issued without a
liquidation preference) and (ii) pari passu with or junior to any other
Preferred Stock of the Corporation, in each case as determined by the Board of
Directors.

ARTICLE III
Dividends

The Series B Preferred Stock will bear no dividends, and the holder of the
Series B Preferred Stock will not be entitled to receive dividends on the Series
B Preferred Stock.

ARTICLE IV
Liquidation Preference

If the Corporation shall commence a voluntary case under the federal bankruptcy
laws or any other applicable federal or state bankruptcy, insolvency or similar
law, or consent to the entry of an order for relief in an involuntary case under
any law or to the appointment of a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or other similar official) of the Corporation or of
substantially all of its property, or make an assignment for the benefit of its
creditors, or if a decree or order for relief in respect of the Corporation
shall be entered by a court having jurisdiction in the premises in an
involuntary case under the federal bankruptcy laws or any other applicable
federal or state bankruptcy, insolvency or similar law resulting in the
appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or other similar official) of the Corporation or of substantially
all of its property, or ordering the winding up or liquidation of its affairs,
and any such decree or order shall be unstayed and in effect for a period of 60
consecutive days and, on account of any such event (a "LIQUIDATION EVENT"), the
Corporation shall liquidate, dissolve or wind up, or if the Corporation shall
otherwise liquidate, dissolve or wind up, no distribution shall be made to the
holders of any shares of capital stock of the Corporation (other than any class
or series of Preferred Stock that, in accordance with Article II, ranks senior
to the Series B Preferred Stock) upon such liquidation, dissolution or winding
up unless prior thereto, the holder of shares of Series B Preferred Stock shall


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have received the Liquidation Preference (as defined in Paragraph C of this
Article IV) with respect to each share in accordance with the provisions of this
Article IV. If upon the occurrence of a Liquidation Event, the assets and funds
available for distribution among the holder of the Series B Preferred Stock
shall be insufficient to permit the payment to such holder of the preferential
amounts payable thereon, then the entire assets and funds legally available for
distribution to the Series B Preferred Stock shall be distributed ratably among
such shares.

A. After payment in full of the Liquidation Preference of the Series B Preferred
Stock, holder of Series B Preferred Stock shall not be entitled to receive any
additional cash, property or other assets of the Corporation upon liquidation,
dissolution or winding up of the Corporation.

B. Neither the consolidation, merger or other business combination of the
Corporation with or into any other entity, nor the sale, exchange or transfer of
all or substantially all the assets of the Corporation shall be deemed to be a
liquidation, dissolution or winding up of the Corporation for purposes of this
Article IV unless such sale, exchange or transfer is in connection with a plan
of liquidation, dissolution or winding up of the Corporation.

C. For purposes hereof, the "LIQUIDATION PREFERENCE" means, with respect to such
shares of Series B Preferred Stock, an amount equal to the Stated Value.

ARTICLE V
Conversion

A. The holder of the Series B Preferred Stock shall have the option to convert
all, but not less than all of the issued and outstanding shares of the Series B
Preferred Stock into fully paid and non-assessable shares of Common Stock at any
time when there shall be a sufficient number of authorized shares of Common
Stock to effect such conversion in accordance with this Article V. The holder
shall be entitled to receive two (2) shares of Common Stock upon conversion of a
share of Series B Preferred Stock (the "CONVERSION RATE") and shall be subject
to adjustment from time to time as provided in paragraph B of this Article V.
The holder of the Series B Preferred Stock may convert all, but not less than
all of the Series B Preferred Stock by delivery to the Corporation of a notice
setting forth such election to convert the Series B Preferred Stock into Common
Stock in accordance with Paragraph A of this Article V ("HOLDER`S OPTIONAL
CONVERSION NOTICE") and mailing all of the Certificates representing the Series
B Preferred Stock to the Corporation. Immediately upon receipt of all of the
certificates representing the Series B Preferred Stock, the Corporation shall
cancel these certificates on its books and issue a certificate representing that
number of shares of Common Stock into which all of the shares of Series B
Preferred Stock is convertible under this Article V to such holder remitting a
Series B Preferred Stock certificate. The Corporation shall not be required to
pay any tax in respect of the issuance and delivery upon conversion of shares of
Common Stock or other securities or property in a name other than that of the
registered holder of the shares of the Series B Preferred Stock being converted.

B. In case the Corporation shall (i) declare a dividend or make a distribution
on the outstanding shares of its Common Stock in shares of its Common Stock,
(ii) subdivide its outstanding shares of Common Stock into a greater number of
shares, or (iii) combine its outstanding shares of Common Stock into a smaller
number of shares, the Conversion Rate in effect at the time of the record date
for such dividend or distribution or the effective date of such subdivision or
combination shall be proportionately adjusted so that the holder of any shares
of Series B Preferred Stock surrendered for conversion after such time shall be
entitled to receive the aggregate number of shares of Common Stock that the
holder would have owned or been entitled to receive had such shares of Series B
Preferred Stock been converted immediately prior to such record date or
effective date and the resulting Common Stock had been subject to such dividend,
distribution, subdivision or combination.

C. No fractional shares of Common Stock, or scrip representing fractional shares
of Common Stock, shall be issued upon the conversion of the shares of Series B
Preferred Stock. If the conversion of the shares of Series B Preferred Stock
results in a fractional share of Common Stock, such fractional share shall be
disregarded and the number of shares of Common Stock issuable upon conversion
shall be the next higher number of such shares.

D. In case of (i) any reclassification or change of the outstanding shares of
Common Stock (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination), (ii) any consolidation or merger of the Corporation with any other
corporation (other than a merger in which the Corporation is the surviving or
continuing corporation and its outstanding capital stock is unchanged), (iii)
any sale or transfer of all or substantially all of the assets of the
Corporation or (iv) any share exchange pursuant to which all of the outstanding
shares of Common Stock are converted into other securities or property, the
Corporation shall in each such case make appropriate provision or cause
appropriate provision to be made so that the holder of shares of Series B
Preferred Stock then outstanding shall have the right thereafter to convert each
such share of Series B Preferred Stock into the kind and amount of other
securities and property receivable upon such reclassification, consolidation,
merger, sale, transfer or share exchange by a holder of the number of shares of
Common Stock into which each such share of Series B Preferred Stock might have


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been converted immediately prior to such reclassification, consolidation,
merger, sale, transfer or share exchange. To the extent that as a result of any
such reclassification, consolidation, merger, sale, transfer or share exchange
the Series B Preferred Stock becomes convertible into a new common stock of the
Corporation or the common stock of any other corporation involved in a merger
with the Corporation, the Corporation shall make appropriate provision or cause
appropriate provision to be made so that the Conversion Rate with respect to
such new common stock shall be subject to further adjustment from time to time
in a manner and on terms as nearly equivalent as practicable to the provisions
with respect to Common Stock contained in this Article V. If in connection with
any such reclassification, consolidation, merger, sale, transfer or share
exchange, each holder of shares of Common Stock is entitled to elect to receive
alternative forms of consideration upon completion of such transaction, the
Corporation shall provide or cause to be provided to the holder of Series B
Preferred Stock upon conversion thereof the shares of capital stock or other
securities or property receivable by a holder of Common Stock who failed to make
an election with respect to the form of consideration receivable in such
transaction. The Corporation shall not effect any such transaction without first
complying with this paragraph D. The foregoing provisions of this paragraph D
shall similarly apply to successive reclassifications, consolidations, mergers,
sales, transfers or share exchanges.

ARTICLE VI
Voting Rights

Each share of Series B Preferred Stock shall be entitled to two (2) votes per
share on matters properly brought before the Common Stock holders of the
Company.

IN WITNESS WHEREOF, this Certificate of Designations of Series B Convertible
Preferred Stock is executed on behalf of the Corporation as of the 20th day of
June, 2003.

VOYAGER ENTERTAINMENT INTERNATIONAL, INC.





                        By:  /s/
                        Name: Richard L. Hannigan, Sr.
                        Title: President