State of Delaware
                                                                          PAGE 1
                        Office of the Secretary of State


     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED  CERTIFICATE  OF
"THE VOYAGER GROUP,  INC.",  FILED IN THIS OFFICE ON THE TWENTIETH DAY OF APRIL,
A.D. 2000, AT 2 O'CLOCK P.M.

     A FILED  COPY OF THIS  CERTIFICATE  HAS BEEN  FORWARDED  TO THE NEW  CASTLE
COUNTY RECORDER OF DEEDS.






                                         /s/ Edward J. Freel
                                             Edward J. Freel, Secretary of State

                                          AUTHENTICATION:  0399445

                                          DATE:  04-25-00


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AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

The  name  of  the  Corporation  (which  is  hereinafter   referred  to  as  the
Corporation) is "The Voyager Group, Inc."

The original  certificate of incorporation was filed with the Secretary of State
of the STate of Delaware on January 5, 1995,  under the name " The Voyager Group
Inc."

This Restated Certificate of Incorporation has been duly proposed by resolutions
adopted and declared  advisable  by the Board of  Directors of the  Corporation,
duly adopted by the sole  stockholder of the  Corporation  and duly executed and
acknowledged  by the officers of the Corporation in accordance with 228, 242 and
245 of the General Corporation Law of the State of Delaware.

The text of the  Certificate  of  Incorporation  of the  Corporation  is  hereby
amended and restAted to read in its entirety as follows:

ARTICLE I

     NAME

The  name  of  the  corporation  (which  is  hereinafter   referred  to  as  tbe
"Corporation") is:          The Voyager Group, Inc.

ARTICLE II

     The address of the Corporation's registered office in the State of Delaware
is The Corporation  Trust Center,  1209 Orange Street in the City of Wilmington,
County of New Castle,,  The name of the  Corporation's  registered agent at such
address is The Corporation Trust Company.

ARTICLE III

     The  purpose  of the  Corporation  shall be to engage in any  lawful act or
activity for which  corporations  may be organized  and  incorporated  under the
General Corporation Law of the State of Delaware (the "DGCL").

ARTICLE IV

     CAPITAL STOCK

SECTION 1.

     The Corporation shall be authorized to issue 105,000,000  shares of capital
stock, of which 100,000,000 shares shall be shares of Common Stock, $.OOl par


<PAGE>

value ("Common Stock"), and 5,000,000 shares shall be shares of Preferred Stock,
$O.001 par value ("Preferred Stock").

SECTION 2.

     The Preferred  Stock may be issued from time to time in one or more series.
The Board of  Directors  is hereby  authorized  to provide  for the  issuance of
shares of Preferred Stock in series and, by ruling a certificate pursuant to the
DGCL (hereinafter referred to as a "Preferred Stock Designation"),  to establish
from time to time the number of shares to be included in each such  series,  and
to fix the designation, powers, privileges, preferences and rights of the shares
of  each  such  series  and the  qualifications,  limitations  and  restrictions
thereof.  The  authority of the Board of  Directors  with respect to each series
shalt include, but not be limited to, determination of the following:

     (a) the designation of the series,  which may be by distinguishing  number,
letter or title;

     (b) the number of shares of the series, which number the Board of Directors
may  thereafter (except  where  otherwise  provided  in  the  Preferred  Stock
Designation)  increase or decrease  (but not below the number of shares  thereof
then outstanding);

     (c) whether dividends,  if any, shall be cumulative or noncumulative,  and,
in the case of shares of any series having cumulative  dividend rights, the date
or dates or method of determining  the date or dates from which dividends on the
shares of such series shall be cumulative;

     (d) the rate of any dividends  (or method of  determining  such  dividends)
payable to the holders of the shares of such series,  any conditions  upon which
such dividends shalt be paid and the date or dates or the method for determining
the date or dates upon which such dividends shall be payable;

     (e) the price or prices (or method of determining  such price or prices) at
which, the form of payment of such price or prices (which may be cash,  property
or rights,  including  securities  of the same or another  corporation  or other
entity)  for  which,  the  period  or  periods  within  which  and the terms and
conditions upon which the shares of such series may be redeemed,  in whole or in
part, at the option of the Corporation or at the option of the holder or holders
thereof or upon the happening of a specified event or events, if any;


<PAGE>

     (f) the obligation, if any, of the Corporation to purchase or redeem shares
such series  pursuant to a sinking fluid or otherwise and the price or prices at
which, the form of payment of such price or prices (which may be cash,  property
or rights,  including  securities  of the same or another  corporation  or other
entity)  for  which,  the  period  or  periods  within  which  and the terms and
conditions  upon which the shares of such series shall be redeemed or purchased,
in whole or in part, pursuant to such obligation;

     (g) the amount payable out of the Assets of the  Corporation to the holders
of  shares  of  the  series  in  the  event  of  any  voluntary  or  involuntary
liquidation, dissolution or winding up of the affairs of the Corporation;

     (h)  provisions,  if any, for the  conversion  or exchange of the shares of
such series, at any time or times at the option of the holder or holders thereof
or at the option of the  Corporation or upon the happening of a specified  event
or events,  into shares of any other class or classes or any other series of the
same or any other  class or  classes  of stock,  or any other  security,  of the
Corporation,  or any other corporation or other entity,  and the price or prices
or rate or  rates of  conversion  or  exchange  and any  adjustments  applicable
thereto,  and all other  terms and  conditions  upon  which such  conversion  or
exchange may be made;

     (i)  restrictions  on the  issuance  of shares of the same series or of any
other class or series, if any; and

     (j) the voting rights, if any, of the holders of shares of the series.

SECTION 3.

     The Common  Stock  shall be subject to the express  terms of the  Preferred
Stock and any series  thereof.  The  holders of shares of Common  Stock shall be
entitled  to one vote for each such share upon all  proposals  presented  to the
stockholders  on which the holders of Common Stock are entitled to vote.  Except
as otherwise provided by law or by the resolution or resolutions  adopted by the
Board of Directors  designating the rights, powers and preferences of any series
of Preferred  Stock, the Common Stock shall have the exclusive right to vote for
the election of directors and for all other  purposes,  and holders of Preferred
Stock shall uot be entitled to receive notice of any meeting of  stockholders at
which  they are not  entitled  to vote.  The  number  of  authorized  shares  of
Preferred  Stock may be  increased  or  decreased  (but not below the  number of
shares thereof then  outstanding)  by the  affirmative  vote of the holders of a
majority of the outstanding  Common Stock,  without a vote of the holders of the
Preferred Stock, or of any series thereof;  unless a vote of any such holders is
required pursuant to any Preferred Stock Designation.


<PAGE>

The Corporation shall be entitled to treat the person in whose name any share of
its stock is  registered  as the owner thereof for all purposes and shall not be
bound to recognize  any  equitable or other claim to, or interest in, such share
on the part of any other  person,  whether  or not the  Corporation  shall  have
notice thereof, except as expressly provided by applicable law.

ARTICLE V

     In  furtherance  and not in limitation of the powers  conferred by law, the
Board of Directors is expressly authorized and empowered:

     (a)to  adopt,  amend or repeal the  By-Laws of the  Corporation,  provided,
however,  that the  By-Laws  may also be  altered,  amended or  repealed  by the
affirmative  vote of the holders of at least 5O% percent of the voting  power of
the then  outstanding  Voting  Stock (as defined  below),  voting  together as a
single class; and

     (b) from time to time to determine whether and to what extent,  and at what
times and places,  and under what  conditions  and  regulation  the accounts and
books  of the  Corporation,  or any of  them,  shall  be open to  inspection  of
stockholders;  and, except, as so determined,  or as expressly  provided in this
Certificate  of  Incorporation  or  in  any  Preferred  Stock  Designation,   no
stockholder shall have any right to inspect any account, book or document of the
Corporation other than such rights as may be conferred by applicable law.

SECTION 1

     Other  considerations  which the Board of Directors  may lawfully take into
account,  in  determining  whether to take or to refrain  from taking  corporate
action on any matter,  including proposing any matter to the stockholders of the
corporation,  the Board of Directors may take into account the long-term as well
as short-term  interests the  Corporation  and its  stockholders  (including the
possibility   that  these   interests  way  be  best  served  by  the  continued
independence  of the  Corporation),  and the interests of creditors,  customers,
employees and other  constituencies  of the  Corporation  and its  subsidiaries,
including  the  effect  upon  communities  in  which  the  Corporation  and  its
subsidiaries do business.

     STOCKHOLDER ACTION

     Effective as of the time at which Voyager  Internet Group.  Corn., a Nevada
corporatiou,  and its affiliates  shall cease to be the  beneficial  owner of an
aggregate of at least a majority of the then outstanding  shares of Common Stock
(the"Trigger  Date"),  any  action  required  or  permitted  to he  taken by the
stockholders  of the  Corporation  must be effected  at a duly called  annual or
special meeting of such


<PAGE>

holders  and may not be  effected  by any  consent in  writing by such  holders.
Effective  as of the  Trigger  Date,  except as  otherwise  required  by law and
subject  to the  Tights of the  holders  of any class or series of stock  having
preference  over the Common Stock as to dividends or upon  liquidation,  special
meetings of  stockholders  of the Corporation for any purpose or purposes may be
called  only by the Board of  Directors  pursuant  to a  resolution  staling the
purpose  or  purposes  thereof  approved  by  majority  of the  total  number of
Directors  which the  Corporation  would  have if there were no  vacancies  (the
"Whole  Board") or by the Chairman of the Board of Directors of the  Corporation
and,  effective  as of the Trigger  Date,  any power of  stockholders  to call a
special  meeting is specifically  denied.  No business other than that stated in
the notice shall be transacted at any special meeting.  Notwithstanding anything
contained in this Certificate of Incorporation to the contrary,  the affirmative
vote of the  holders  of at least 80% of the  voting  power of all shares of the
Corporation entitled to vote generally in the election of directors (the "Voting
Stock") then outstanding,  voting together as a single class,  shall be required
to alter, amend, adopt any provision inconsistent with or repeal this Article V.

SECTION 2

     The  Corporation  may in its  By-Laws  confer  powers  upon  the  Board  of
Directors  in  addition  to the  foregoing  and in  addition  to the  powers and
authorities expressly conferred upon the Board of Directors by law.

SECTION 3

     The Corporation  reserves the right at any time from time to time to amend,
alter,  change  or  repeal  any  provision  contained  in  this  Certificate  of
Incorporation,  and any other provisions  authorized by the laws of the State of
Delaware  at the time in force may be added or  inserted,  in the  manner now or
hereafter  prescribed by law; and, exceptas set forth in Article IV, all rights,
preferences  and privileges of whatsoever  nature  conferred upon  stockholders,
directors or any other persons whomsoever by and pursuant to this Certificate of
Incorporation in its present form or as hereafter amended are granted subject to
the right reserved in this Article.  Notwithstanding  anything contained in this
Certificate  of  Incorporation  to the  contrary,  the  affirmative  vote of the
holders of at least 80 % of the "Voting Stock" then outstanding, voting together
as a single  class,  shall be  required  to alter,  amend,  adopt any  provision
inconsistent with or represents


ARTICLE X

     The Corporation is to have perpetual existence.


<PAGE>
ARTICLE XI

     ELECTION OF DIRECTORS

     Unless and except to the extent that the By-Laws of the  Corporation  shall
so require,  the election of directors of the Corporation need net be by written
ballot.

     BOARD OP DIRECTORS

SECTION 1

     NUMBER, ELECTION AND TERMS.

     Except as  otherwise  fixed by or  pursuant  to the  provisions  of Article
Whereof  relating  to the rights of the  holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon liquidation to
elect  additional  directors  under specified  circumstances,  the number of the
Directors  of the  Corporation  shallbe  flied  from  time to  time  exclusively
pursuant to a resolution adopted by a majority of the Whole Board (but shall not
be less than three).  The Directors,  other than those who may be elected by the
holders  of any class or series of stock  having a  preference  over the  Common
Stock as to dividends or upon liquidation,  shall be classified, with respect to
the time for which they  severally hold office,  into three  classes,  as nearly
equal in  number as  possible,  one class to be  originally  elected  for a term
expiring at the annual meeting of stockholders to be held in 2000, another class
to be  originally  elected  for  a  term  expiring  at  the  annual  meeting  of
stockholders to be held in 2001, and another class to be originally  elected for
a term expiring at the annual meeting of  stockholders  to be held in 2000, with
each class to hold ollice until its successor is duly elected and qualified.  At
each succeeding  annual meeting of  stockholders,  directors  elected to succeed
those directors whose terms then expire shall be elected for a term of office to
expire at the third  succeeding  annual  meeting  of  stockholders  after  their
election,  with each director to hold office until such person's successor shall
have been duly elected and qualified.

SECTION 2

                 STOCKHOLDER NOMINATION OF DIRECTOR CANDIDATES;
                        STOCKHOLDER PROPOSAL OF BUSINESS.

     Advance notice of stockholder nominations foR the election of Directors and
of the  proposal  of  business  by  stockholders  shall be  given in the  manner
provided in the By-Laws of the  Corporation,  as amended and in effect from time
to time.


<PAGE>

SECTION 3

     NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

     Except as otherwise  provided for or fixed by or pursuant to the provisions
of Article IV hereof stating to the rights of the holders of any class or series
of stock  having a  preference  over the Common  Stock as to  dividends  or upon
liquidation to elect  directors  under  specified  circumstances,  newly created
directorships  resulting  from any increase in the number of  Directors  and any
vacancies  on  the  Board  of  Directors  resulting  from  death,   resignation,
disqualification, removal or other cause shall be filled by the affinnative vote
of a majority of the remaining Directors then in office, even though tess than a
quorum of the Board of  Directors,  and not by the  stockholders.  Any  Director
elected in  accordance  with the  preceding  sentence  shall hold office  forthe
remainder  of the  full  term  of the  class  of  Directors  in  which  the  new
directorship  was  created or the  vacancy  occurred  and until such  Director's
successor shall have been duly elected and qualified.  No decrease in the number
of Directors  constituting  the Board of Directors shall shorten the term of any
incumbent director

SECTION 4

     REMOVAL

     Subject to the rights of any class or series of stock  having a  preference
over the Common  Stock as to dividends or upon  liquidation  to elect  Directors
under specified circumstances,  any Director may be removed from office only for
cause by the  affirmative  vote of the  holders  of at least a  majority  of the
voting power of all Voting Stock then  outstanding,  voting together as a single
class;  provided,  however,  that prior to the  Trigger  Date,  any  Director or
Directors may be removed from office by the  affirmative  vote of the holders of
at least 80% of the voting  power of all Voting Stock then  outstanding,  voting
together as a single class.

SECTlON 5

     AMENDMENT,   REPEAL,  ETC.

     Notwithstanding  anything contained in this Certificate of Incorporation to
the contrary,  the affirmative vote of the holders of at least 80% of the voting
power of all Voting Stock then  outstanding,  voting together as a single class,
shall be required to alter,  amend,  adopt any provision  inconsistent  with, or
repeal this Article VI.


<PAGE>

ARTICLE XII

     LIMITED LIABILITY; INDEMNIfICATION

SECTION 1

     LIMITED LIABILITY OF DIRECTORS.

     A  director  of the  Corporation  shall  not be  personally  liable  to the
Corporation  or its  stockholders  for monetary  damages for breath of fiduciary
duty as a director,  except,  if required by the DCCL,  as amended  from lime to
time, for liability (i) for any breach of the director's  duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section 174 of the DCCL,  or (iv) for any  transaction  from which the  director
derived an  improper  personal  benefit.  Neither  the  amendment  nor repeal of
Section 1 of this Article X shall eliminate or reduce the effect of Section 1 of
this Article X in respect of any matter occurring,  or any cause of action, suit
or claim that, but for Section 1 of this Article X would accrue or arise,  prior
to such amendment or repeal.

SECTION 2

     INDEMNIFICATION AND INSURANCE.

     (a) Right to Indemnification.

     Each person.  who was, is made a party, or is threatened to be made a party
to or is involved in any action,  suit or proceeding,  whether civil,  criminal,
administrative or investigative  (hereinafter a "proceeding"),  by reason of the
fact  that  such  person,  or  a  person  of  whom  such  person  is  the  legal
representative,  is or was a director or officer of the Corporation or is or was
serving at the request of the  Corporation as a director,  officer,  employee or
agent of another corporation or of a partnership,  joint venture, trust or other
enterprise,  including  service with respect to employee benefit plans,  whether
the basis of such  proceeding  is alleged  action in an  official  capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director,  officer, employee or agent, shall be indemnified and beld harmless by
the Corporation to the fullest extent authorized by the DCCL, as the same exists
or may hereafter be amended (but, in the case of any such amendment, only to the
extent  that  such  amendment   permits  the   Corporation  to  provide  broader
indemnification  rights than said law permitted the Corporation to provide prior
to  such  amendment),   against  all  expense,  liability  and  loss  (including
attorneys' fees, judgments, fines, amounts paid or to be paid in settlement, and
excise taxes or penalties arising under the Employee  Retirement Income Security
Act of 1974, as in effect from time to time) reasonably incurred or



<PAGE>

suffered by such person in connection therewith and such  indemnification  shall
continue  as to a person who has ceased to be a director,  officer,  employee or
agent and shall  inure to the  benefit of such  person's  heirs,  executors  and
administrators;  provided,  however,  that,  except as provided in paragraph (b)
hereof, the Corporation shall indemnify' any such person seeking indemnification
in connection with a proceeding (or part thereof)  initiated by such person only
if such  proceeding (or part thereof) was authorized by the Board.  The right to
indemnification  conferred in this Section  shall be a contract  right and shall
include the right to have the Corporation pay the expenses incurred in defending
any such proceeding in advance of its final disposition; any advance payments to
be paid by the  Corporation  within 20  calendar  days after the  receipt by the
Corporation  of a statement  or  statements  from the claimant  requesting  such
advance or advances  from time to time;  provided,  however,  that,  Wand to the
extent the DCCL requires, the payment of such expenses incurred by a director or
officer in such person's capacity as a director or officer (and not in any other
capacity in which  service was or is rendered by such person while a director or
officer, including, without limitation,  service to an employee benefit plan) in
advance  of the  final  disposition  of a  proceeding,  shall be made  only upon
delivery to the Corporation of an undertaking,  by or on behalf of such director
or  officer,  to  repay  all  amounts  so  advanced  if it shall  ultimately  be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise.  The Corporation  may, to the extent  authorized from
time to time by the Board of  Directors,  grant rights to  indemnification,  and
rights to be have the  Corporation  pay the expenses  incurred in defending  any
proceeding in advance of its final disposition,  to any employee or agent of the
Corporation to the fullest extent of the provisions of this Article with respect
to the  indemnification and advancement of expenses of directors and officers of
the Corporation.

     (a) Right of Claimant to Bring Suit.

     If a claim under  paragraph  (a) of this Section is not paid in full by the
Corporation  within 30 calendar  days after a written claim has been received by
the Corporation,  the claimant may at any time thereafter bring suit against the
Corporation  to recover  the unpaid  amount of the claim and, if  successful  in
whole or in part,  the claimant shall be entitled to be paid also the expense of
prosecuting  such claim. It shall be a defense to any such action (other than an
action  brought  to  enforce a claim for  expenses  incurred  in  defending  any
proceeding in advance of its final disposition  where the required  undertaking,
if any is required,  has been tendered to the Corporation) that the claimant has
not met the standard of conduct which make it permissible under the DCCL for the
Corporation to indemnify the claimant for the amount claimed,  but the burden of
proving such  defense  shall be on the  Corporation.  Neither the failure of the
Corporation (including its Board of


<PAGE>

Directors,  independent  legal  counsel,  or its  stockholders)  to have  made a
determination  prior to the commencement of such action that  indemnification of
the  claimant is proper in the  circumstances  because the  claimant has met the
applicable   standard  of  conduct  set  forth  in  the  DGCL,   nor  an  actual
determination by the Corporation (Including its Board of Directors,  independent
legal  counsel,  or its  stockholders)  that  the  clalinaut  has not  met  such
applicable  standard  of  conduct,  shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.

     (b) Non-Exclusivity of Rights.

     The right to  indemnification  and the  payment  of  expenses  incurred  in
defending a  proceeding  in advance of its final  disposition  conferred in this
Section  shall not be  exclusive of any other right which any person may have or
hereafter   acquire  under  any  statute,   provision  of  the   Certificate  of
Incorporation,   By-Law,   agreement,  vote  of  stockholders  or  disinterested
directors or otherwise.  No repeal or  modification of this Article shall in any
way diminish or adversely affect the rights of any director,  officer,  employee
or agent of the  Corporation  hereunder in respect of any  occurrence  or matter
arising prior to any such repeal or modification.

     (c) Insurance, Indemnification agreements.

     The Corporation may maintain insurance and Indemnification  agreements,  at
its expense, to protect itself and any director,  officer,  employee or agent of
the Corporation or another  corporation,  partnership,  joint venture,  trust or
other enterprise against any such expense, liability or loss, whether or not the
Corporation  would have the power to indemnifr such person against such expense,
liability or loss under the. DGCL.

     (d) Severability.

     If any  provision  or  provisions  of this  Article  X shall  be held to be
invalid,  illegal or unenforceable  for any reason  whatsoever (1) the validity,
legality  and  enforceability  of the  remaining  provisions  of this  Article X
(including,  without limitation, each portion of any paragraph of this Article X
containing any such provision held to be invalid, illegal or unenforceable, that
is not itself held to be invalid, illegal or unenforceable) shall not in any way
be affected or impaired  thereby;  and (2) to the fullest extent  possible,  the
provisions of this Article X (including,  without limitation,  each such portion
of any  paragraph  of this Article X containing  any such  provision  held to be
invalid,  illegal or  unenforceable)  shall be construed so as to give effect to
the intent manifested by the provision held Invalid, illegal or unenforceable.



<PAGE>


IN WITNESS WHEREOF, said majority shareholder The Voyager Group, Inc. has caused
this Restated  Certificate of  Incorporation  to be signed by The Voyager Group,
Inc. Vice president and Director Michael Johnson this 18th day of April 2000.


                                                     /s/ Michael Johnson
                                                     The Voyager Group, Inc.
                                                     Director & Vice President