**AMENDMENT TO LOAN AND SECURITY AGREEMENT**

         THIS AMENDMENT TO LOAN AND  SECURITY AGREEMENT and REVOLVING PROMISSORY NOTE (the "Amendment")  is entered into this ___ day of February 2003, by and between VOYAGER ENTERTAINMENT  INTERNATIONAL, INC., a North Dakota corporation ("Borrower"), VOYAGER  VENTURES, INC., a Nevada corporation and wholly owned subsidiary of Borrower  ("VVI") and DAN FUGAL, an individual ("Lender"), sometimes  hereinafter referred to individually as a "Party" or collectively  as the "Parties."

         1. The Parties agree to modify  paragraph 1 of that certain Loan and Security Agreement dated November 15, 2002  (the "Agreement") as follows:

                 1.  Line of Credit.

                 1.1.  Lender will make loans to Borrower hereunder from time to time (the "Line  of Credit"). The aggregate unpaid principal of the Line of Credit outstanding  at any one time will not exceed TWO MILLION DOLLARS AND NO CENTS (U.S. $2,000,000.00).

                 1.2.  The Line of Credit will be evidenced by a REVOLVING PROMISSORY NOTE (the "Note"),  a copy of which is attached hereto as Exhibit A and incorporated herein by this  reference, containing the following material terms:

                 1.2.1.  The aggregate unpaid principal not to exceed TWO MILLION DOLLARS AND NO CENTS  (U.S. $2,000,000.00) shall be paid in full to Lender when the Development Financing  has been fully funded by RRI for Borrower, or when sufficient funding of Development  Financing has been secured so the escrow funds can be released, or on or before  April 15, 2003, whichever is sooner; and

                 1.2.2.  A lump-sum interest payment of THREE MILLION DOLLARS AND NO CENTS (U.S. $3,000,000.00)  shall be paid in full to Lender when the Development Financing has been fully  funded by RRI for Borrower, or when sufficient funding of Development Financing  has been secured so the escrow funds can be released, or on or before April  15, 2003, whichever is sooner.

         2. The Parties agree to modify  the first paragraph of that certain Revolving Promissory Note dated November  15, 2002 (the "Note") as follows:

> 
FOR VALUE RECEIVED, the undersigned, VOYAGER ENTERTAINMENT INTERNATIONAL,    INC., a North Dakota corporation ("Maker"), hereby promises to pay    to the order of DAN FUGAL, an individual (together with his successors and    assigns, ("Holder"), the principal sum not to exceed TWO MILLION    DOLLARS (U.S. $2,000,000.00) or the aggregate unpaid principal amount of all    advances or re-advances by the Maker pursuant to a pursuant to that certain    loan agreement entitled "Loan and Security Agreement," (the "Loan    Agreement") executed on even date, and to repay the outstanding aggregate    unpaid principal amount, plus a lump-sum interest payment of 

 

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> 
THREE MILLION DOLLARS AND NO CENTS (U.S. $3,000,000.00) when the Development    Financing has been fully funded by RRI for Borrower, as defined in the Loan    Agreement, or when sufficient funding of Development Financing has been secured    so the escrow funds can be released, as defined in the Loan Agreement, or    on or before April 15, 2003, whichever is sooner. All payments of principal    and interest shall be made at Holders offices located at 1005 South Main Street,    Pleasant Grove, UT 84062, or at such other places as the Holder may designate    to Maker in writing

3. Except for the modifications as expressly noted herein, all other provisions  of the Agreement and Note shall remain unchanged and enforced.

> 
 IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed    and delivered as of the date and year first above written.

LENDER:

> 
_______________________________________    DAN FUGAL

 

  BORROWER:

 

> 
VOYAGER ENTERTAINMENT INTERNATIONAL, INC., a North Dakota corporation

 

By:____________________________________    Its:_____________________________________

 

  VVI:

 

> 
VOYAGER VENTURES, INC., a Nevada corporation

 

By:____________________________________    Its:____________________________________

 

 

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