CORPORATE BY-LAWS

                                       OF

                             THE VOYAGER GROUP, INC.


OFFICES

     1. The  registered  office  of the  corporation  shall be in the  city,  of
Wilmington,  Delaware  and the  resident  agent in charge  thereof  shall be The
Incorporators  Ltd. The  corporation  may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the corporation may require.

CORPORATE SEAL

     2. The corporation may transact any and all business without the need for a
corporate  seal.  If a seal  is  required  by  law,  the  corporation  may use a
facsimile where inscribed  therein is the name of the  corporation,  the year of
its incorporation,  and the words "Corporate Seal, Delaware". In its discretion,
the  Board is  permitted  to  acquire  and use a true  seal  setting  forth  the
information noted above.

MEETING OF STOCKHOLDERS

     3. The annual meeting of  stockholders  for the election of directors shall
be held on the day of in each year,  or if that day be a legal  holiday,  on the
next  succeeding day not a legal  holiday,  at o'clock .M., at which meeting the
stockholders  shall  elect by  plurality  vote,  a Board of  Directors,  and may
transact such other business as may come before the meeting.

     4. Special  meetings of the  stockholders  may be called at any time by the
President  and shall be called by the  President  or Secretary on the request in
writing  of a  majority  of the  directors  or at the  request  in  writing of a
majority of stockholders entitled to vote.

     5. All meetings of the stockholders for the elections of directors shall be
held at the  office  of the  corporation  in the  City of  Wilmington,  State of
Delaware,  or at such  other  place as may be fixed by the  Board of  Directors,
provided  that at least ten days'  notice  be given to the  stockholders  of the
place so fixed.  All other  meetings of the  stockholders  shall be held at such
place or places,  within or without the State of  Delaware,  as may from time to
time be fixed in the notices or waivers of notice thereof.

     6.  Stockholders of the corporation  entitled to vote shall be such persons
as are registered on the stock  transfer  books of the  corporation as owners of
stock.  The Board of Directors  may set a record date for annual  meetings,  but
such record date may not be more than 45 days prior to the annual meeting.


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     7.  A  complete  list  of  stockholders   entitled  to  vote,  arranged  in
alphabetical  order,  and  showing  the  address  of each  stockholder  shall be
prepared  by  the  Secretary  and  shall  be  open  to  the  examination  of any
stockholder at the place of election, for ten days prior thereto, and during the
whole time of the election.

     8. Each  stockholder  entitled to one vote shall,  at every  meeting of the
stockholders,  be entitled to one vote for each share held in person or by proxy
signed by the  stockholder,  but no proxy shall be voted on or after three years
from its date, unless it provides for a longer period.  Such right to vote shall
be  subject  to the right of the  Board of  Directors  to fix a record  date for
stockholders as provided by these By-Laws.

     9. The  holders  of a majority  to the stock  issued  and  outstanding  and
entitled  to vote  at a  meeting  of the  stockholders,  present  in  person  or
represented  by  proxy,  shall  constitute  a  quorum  at  all  meetings  of the
stockholders  for the  transaction of business  except as otherwise  provided by
statute or by the  Certificate  of  Incorporation.  If such quorum  shall not be
present or  represented  at any meeting of the  stockholders,  the  stockholders
entitled  to vote at the  meeting,  present in person or  represented  by proxy,
shall have the power to adjourn the meeting  from time to time,  without  notice
other  than  announcement  at the  meeting,  until a quorum  shall be present or
represented.  At such  adjourned  meeting at which a quorum  shall be present or
represented,  any business may be transacted which might have been transacted at
the meeting as originally notified. If the adjournment is for more than 30 days,
or if after  the  adjournment  a new  record  date is fixed  for the,  adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

     10. When a quorum is present at any  meeting,  the vote of the holders of a
majority of the stock having  voting power present in person or  represented  by
proxy shall decide any question properly brought before such meeting, unless the
question  is one which by  express  provision  of the  statutes  of the State of
Delaware or of the Certificate of Incorporation, a different vote is required in
which case such express provision shall govern and control the, decision of such
question.

     11.  Notice  of all  meetings  shall be  mailed  by the  Secretary  to each
stockholder  of record  entitled to vote at his last known post office  address,
for  annual  meetings  fifteen  days and for  special  meetings  ten days  prior
thereto.

     12. Business  transacted at any special  meeting of  stockholders  shall be
limited to the purposes stated in the notice.


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     13. Unless  otherwise  provided in the  Certificate of  Incorporation,  any
action  required to be taken at any annual or special meeting of stockholders of
the  corporation,  or any  action  which may be taken at any  annual or  special
meeting of such  stockholders,  may be taken  without a meeting,  without  prior
notice and without a vote,  if consent in writing,  setting  forth the action so
taken,  shall be signed by the holders of outstanding stock having not less than
the minimum  number of voters that would be  necessary to authorize or take such
action at a meeting at which all shares  entitled to vote  thereon  were present
and voted. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent, shall be given to those stockholders who
have not consented in writing.

DIRECTORS

     14. The  property  and  business  of the  corporation  shall be managed and
controlled by the Board of Directors.

     15. The  directors  shall hold office  until the next annual  election  and
until their successors are elected and qualified.  Directors shall be elected by
the  stockholders,  except  that if  there  be any  vacancies  on the  Board  of
Directors  by reason of death,  resignation,  or  otherwise,  or if there be any
newly  created  directorships  resulting  from any  increase  in the  number  of
directors,  such vacancies or newly created  directorships may be filled for the
unexpired term by a majority of the directors then in office, though less than a
quorum.

POWERS OF DIRECTORS

     16. The Board of  Directors  shall have all such powers as may be exercised
by  directors  of a  Delaware  corporation,  subject  to the  provisions  of the
statutes of Delaware,  the  Certificate  of  Incorporation,  and the By-Laws.  -

MEETINGS OF DIRECTORS

     17.After each annual election of directors, the newly elected directors may
meet  for the  purpose  of  organization,  the  election  of  officers,  and the
transaction of other  business,  at such time and place as shall be fixed by the
stockholders  at the annual  meeting,  and,  if a majority of the  directors  be
present at such place and time, no prior notice of such meeting will be required
to be given to the  directors.  The place and time of such  meeting  may also be
fixed by written consent of the directors.

     18.  Regular  meetings of the Board of Directors may be held without notice
at such time and at such place as shall from time to time be  determined  by the
Board.

     19. Special meetings of the directors may be called by the president on two
days' notice in writing or on one days' notice by telegram to each  director and
shall be called by the  president  in like manner on the written  request of two
directors.


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     20.  Special  meetings of the  directors  may be held within or without the
State of  Delaware  at such  place as is  indicated  in the  notice or waiver of
notice thereof

     21. A majority  of the  directors  in office at the time of any  regular or
special  meeting shall  constitute a quorum unless the By-Laws  specify a single
director in which case a single director shall constitute a quorum.

     22. Any action  required  or  permitted  to be taken at any  meeting of the
Board of Directors may be taken  without a meeting,  if all members of the Board
consent  thereto in  writing,  and the  writing or  writings  are filed with the
minutes of proceedings of the Board.

     23.  Members of the Board of Directors may  participate in a meeting of the
Board of Directors by means of a conference telephone or similar  communications
equipment  by means of which all persons  participating  in the meeting may hear
one another,  and such  participation in a meeting shall constitute  presence in
person at the meeting.

COMMITTEES

     24. The Board of Directors may, by resolution,  create committees from time
to time,  which  committees  shall  have and may  exercise  all the  powers  and
authority  of the Board of  Directors  to manage the business and affairs of the
corporation.  However,  the  committees  shall  not have the  power to amend the
Certificate  of  Incorporation,  adopt an agreement of merger or  consolidation,
recommend  to  the   stockholders   the  sale,  lease  or  exchange  of  all  or
substantially  all of the  corporation's  property and assets,  recommend to the
stockholders a dissolution of the  corporation or a revocation of a dissolution,
amend  the  By-Laws  of  the  corporation;  and,  unless  a  resolution  or  the
Certificate of Incorporation expressly so provides, no such committee shall have
the power to declare a dividend or authorize the issuance of stock.

OFFICERS OF THE CORPORATION

     25. The officers of the corporation  shall be a president,  a secretary,  a
treasurer,  and such  other  officers  as may from time to time be chosen by the
Board of Directors. All offices may be held by the same person.

     26.  The  officers  of  the  corporation  shall  hold  office  until  their
successors  are  chosen and  qualify  in their  stead.  Any  officer  chosen or
appointed by the Board of Directors may be removed  either with or without cause
at any  time by the  affirmative  vote  of a  majority  of the  whole  Board  of
Directors.  If the office of any  officer  or  officers  becomes  vacant for any
reason, the vacancy shall be filled by the affirmative vote of a majority of the
whole Board of Directors.

     27. In case of the absence or disability of any officer of the corporation,
or for any other reason  deemed  sufficient by a majority of duties to any other
officer or to any director.


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SECRETARY

     28. The secretary shall attend all meetings of the  corporation,  the Board
of Directors, and committees. He shall act as clerk thereof and shall record all
of the  proceedings  of such meetings in a book kept for that purpose.  He shall
have custody of the corporate seal of the  corporation  and shall have authority
to affix the seal to any instrument  requiring it and when so affixed, it may be
attested  by  his  signature.  He  shall  give  proper  notice  of  meetings  of
stockholders  and  directors  and shall  perform  other such  duties as shall be
assigned to him by the president or the Board of Directors.

TREASURER

     29. The  treasurer  shall have custody of the funds and  securities  of the
corporation  and  shall  keep  full  and  accurate   accounts  of  receipts  and
disbursements in books belonging to the corporation and shall deposit all monies
and other valuable  effects in the name and to the credit of the  corporation in
such depositories as may be designated by the Board of Directors.

     30. The treasurer  shall  disburse the funds of the  corporation  as may be
ordered  by  the  Board  or the  president,  taking  proper  vouchers  for  such
disbursements and shall render to the president and directors, whenever they may
require it, an account of all his transactions as treasurer and of the financial
condition  of the  corporation,  and at the  regular  meeting  of the Board next
preceding the annual members meeting, a like report for the preceding year.


     31. The treasurer shall keep an account of stock registered and transferred
in such  manner  subject  to such  regulations  as the  Board of  Directors  may
prescribe.

     32. The  treasurer  shall give the  corporation  a bond if  required by the
Board of Directors in such sum and with  security  satisfactory  to the Board of
Directors  for the  faithful  performance  of the  duties of his  office and the
restoration  to the  corporation,  in the  case of his  death,  resignation,  or
removal from office, of all books, paper, vouchers,  money and other property of
whatever kind in his possession,  belonging to the corporation. He shall perform
such other duties as the Board of Directors or executive committee may from time
to time prescribe or require.

PRESIDENT

     33. The president shall be the chief executive  officer of the corporation.
He shall preside at all meetings of the stockholders and the Board of Directors,
and shall have general and active management of the business of the corporation,
and shall see that all  orders and  resolutions  of the Board of  Directors  are
carried into effect.

     34. The  president  shall execute  bonds,  mortgages,  and other  contracts
requiring a seal,  under the seal of the  corporation,  except where required or
permitted by law to be


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otherwise  signed and  executed,  and except  where the  signing  and  execution
thereof  shall be  expressly  delegated  by the Board of Directors to some other
office or agent of the corporation.

STOCKS

     35.  Every holder of stock in the  corporation  shall be entitled to have a
certificate,  signed by, or in the name of the  corporation by, the president or
secretary of the  corporation,  certifying  the number of shares owned by him in
the corporation.  Certificates may be issued for partly paid shares, and in such
case  upon the face or back of the  certificates  issued to  represent  any such
partly paid shares,  the total amount of the consideration to be paid therefore,
and the amount paid thereon, shall be specified.

     36. Any or all of the signatures on the certificates may be facsimile.

     37. The Board of Directors may direct a new  certificate or certificates to
be issued in place of any certificate or certificates  theretofore issued by the
corporation alleged to have been lost, stolen, or destroyed,  upon the making of
an affidavit of that fact by the person  claiming their  certificate of stock to
be lost, stolen or destroyed.  The Board of Directors may, in its discretion and
as a condition  precedent  to the  issuance  thereof;  require the owner of such
lost, stolen, or destroyed certificate or certificates to give the corporation a
bond in such sum as it may  direct as  indemnity  against  any claim that may be
made against the  corporation  with respect to the  certificate  alleged to have
been lost, stolen, or destroyed.

CHECKS

     38. All checks,  drafts, or orders for the payment of money shall be signed
by the  treasurer or by such other officer or officers as the Board of directors
may from time to time designate. No check shall be signed in blank.

BOOKS AND RECORDS

     39.  The  Books,  accounts,  and  records  of the  corporation,  except  as
otherwise  required by the laws of the State of Delaware,  may be kept within or
without the State of Delaware,  at such place or places as may from time to time
be designated by the By-Laws or by the resolutions of the directors.

NOTICES

     40.  Notice  required to be given under the  provisions of these By-Laws to
any director,  officer or  stockholder,  shall not be construed to mean personal
notice,  but may be given in writing by depositing  the same in a post office or
letter  box, in a  post-paid  sealed  wrapper,  addressed  to such  stockholder,
officer, or director at such address as appears on the books of the corporation,
and such notice shall be deemed to be given at the time when the same shall thus
be mailed. Any stockholder, officer, or director, may


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waive, in writing, any notice required to be given under these By-Laws,  whether
before or after the time stated therein.

DIVIDENDS

     41.  Dividends  upon the capital stock of the  corporation,  subject to the
Certificate of  Incorporation,  may be declared by the Board of Directors at any
regular or special meeting,  pursuant to law.  Dividends may be paid in cash, in
property,  or in shares of the capital stock of the corporation,  subject to the
provisions of the Certificate of Incorporation.

     42. Before payment of any dividend, there may be set aside out of any finds
of the  corporation  available for  dividends  such sum or sums as the directors
from time to time, in their  absolute  discretion,  think proper as a reserve or
reserves to meet contingencies or for equalizing dividends,  or for repairing or
maintaining any property of the  corporation,  or for such other purposes as the
directors  shall think  conducive to the best interest of the  corporation.  The
directors  may modify or abolish any such  reserve in the manner by which it was
created.

FISCAL YEAR

     43. The fiscal year of the corporation  shall be determined by the Board of
Directors.

AMENDMENT OF BY-LAWS

     44. These  By-Laws may be amended,  altered,  repealed,  or added to at any
regular  meeting of the  stockholders  or of the Board of  Directors,  or at any
special  meeting called for that purpose,  by affirmative  vote of a majority of
the  stockholders  entitled to vote, or by affirmative vote of a majority of the
whole board, as the case may be.

     45. Any and all disputes and  controversies by and between the shareholders
or the directors  arising out of or with respect to the business of or affecting
the affairs of the  corporation,  which  disputes  and  controversies  cannot be
resolved   under  the  terms  of  the  corporate   By-Laws  or   Certificate  of
Incorporation,  because of a tie vote or  deadlock  between  the  directors  and
shareholders shall be settled by arbitration in the following maimer.  Each side
of the dispute shall be entitled to name one arbitrator and both  arbitrators so
named shall  together  agree upon a third  arbitrator,  with the findings of the
arbitration  panel  to be  binding  upon  all  parties  of the  dispute.  Unless
otherwise  mutually  agreed by the parties the  arbitration  shall take place in
accordance  with  and  subject  to  the  provisions  of  the  Delaware   Uniform
Arbitration Act, 10 Del. C. "5701 et.seq.