STATEMENT OF INCORPORATOR

                            IN LIEU OF ORGANIZATIONAL

                                   MEETING OF

                             THE VOYAGER GROUP, INC.



     The Certificate of Incorporation of this corporation,  having been filed in
the  Office  of  the  Secretary  of  State,  the  undersigned,  being  the  sole
incorporator  named in said  certificate,  does hereby state that the  following
actions were taken on this day, for the purpose of organizing this corporation.


     1. A copy of the  Certificate of  Incorporation  filed in the Office of the
Secretary  of State on January 5, 1995 and recorded in the Office of Recorder of
Deeds of the County of New Castle, was appended to this statement.


     2. The  principal  office of the  corporation  in the State of Delaware was
fixed at Three  Christina  Centre,  Suite  1414,  201 N.  Walnut  St.,  City of
Wilmington.  The  Incorporators  Ltd. at that address is retained as  registered
agent.


     3.  By-Laws  for the  regulation  of the  affairs of the  corporation  were
adopted by the undersigned  incorporator and were ordered inserted in the minute
book immediately before this instrument.


     4. The Board of Directors is authorized,  in its  discretion,  to issue the
shares of the capital stock of this  corporation to the full amount or number of
shares authorized by the Certificate of  Incorporation,  in such amounts and for
such  consideration  as from time to time  shall be  determined  by the Board of
Directors and as may be permitted by law.


     5. The  corporation  is  authorized  and  empowered  to conduct any and all
business of the  corporation  without a seal of the  corporation as permitted by
Section 2 of the By-Laws and 2 Delaware Code Section 122 (3).


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     6. The following  persons are elected as directors to hold office until the
first  annual  meeting of the  stockholders  or until a qualified  successor  is
elected and qualified.


Thaisa Branco







I hereby resign as incorporator after executing the foregoing statement.

Dated: January 5, 1995
                                       /s/ Patricia L. Ryan
                                       Incorporator


The following are appended to this statement:


Copy of Stamp Filed Certificate of Incorporation

By-Laws


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                          CERTIFICATE OF INCORPORATION
                                       OF
                            THE VOYAGER GROUP, INC.

FIRST: The name of the corporation is THE VOYAGER GROUP, INC.

SECOND:  The address of its registered  office in the State of Delaware is Three
Christina Centre,  Suite 1414, 201 N, Walnut St., City of Wilmington,  County of
New Castle, 19801-3978 its registered agent at such address is The Incorporators
Ltd.

THIRD: The purpose of the corporation is to engage in any lawful act or activity
for which  corporations  may be organized  under the General  Corporation Law of
Delaware.

FOURTH: The corporation shall have the authority to issue one thousand shares of
common stock without par value.

FIFTH: The Board of Directors is expressly authorized to adopt, amend, or repeal
the By-Laws of the corporation.

SIXTH: The stockholders and directors may hold their meetings and keep the books
and documents of the corporation  outside the State of Delaware,  at such places
from time to time desipated by the By-Laws,  except as otherwise required by the
Laws of Delaware.

SEVENTH: The corporation is to have perpetual existence.

EIGHTH:  The name and mailing  address of the  incorporator is Patricia L. Ryan,
Three  Christina  Centre,  Suite  1414,  201  N.  Walnut  St.,  Wilmington,   DE
19201-3978.

NINTH:  The number of directors of the  corporation  shall be flxed from time to
time by its ByLaws and may be increased or decreased.

TENTH:  The Board of'  Directors  is  expressly  authorized  and shall have such
authority  as set forth in the  By-Laws to the extent  such  authority  would be
valid under Delaware Law.

ELEVENTH:  No director of the corporation  shall have personal  liability to the
corporation  or its  shareholders  for monetary  damages for breach of fiduciary
duty as a director,  provided that this  provision  shall not eliminate or limit
the liability of a director (a) for any breach of the director's duty or loyalty
to the  corporation  or its  stockholders,  (b)  for  acts or  omissions  not in
goodfaith or which involve intentional misconduct or a knowing violation of law,
(c) under Section 174 of the Delaware Corportion Law, or (d) for any transaction
from which the director derived an improper personal benefit.

THE UNDERSIGNED  Incorporator for the purpose of forming a corporation  pursuant
to the  laws of the  State of  Delaware,  does  make  this  Certificate,  hereby
declaring and certifying that the facts herein stated are true.

January 5, 1995

                          BY: /s/ Patricia L. Ryan
                              --------------------

<PAGE>


                                  CERTIFICATION



     I, PATRICIA L. RYAN,  Notary Public for the State of Delaware and County of
New Castle, do hereby certify that the above and foregoing is a true and correct
copy of the original  Certificate of Incorporation of THE VOYAGER GROUP, INC. as
received  and filed in the  Office  of the  Secretary  of State,  the 5th day of
January in the year of our Lord, one thousand nine hundred ninety-five,  at 9:00
A.M.



     IN WITNESS  WHEREOF,  I have  hereunto  set my hand and seal of office this
12th  day of  January  in the  year  of our  Lord,  one  thousand  nine  hundred
ninety-five.



                                /s/ Patricia L. Ryan
                                    ___________________