Voyager Group, Ltd.

                    CONVERTIBLE PREFERRED STOCK SERIES "J" 1999
                            & ROYALITY CERTIFICATES

                             "PURCHASE AGREEMENT"

     This Convertible  Preferred Stock Series "J" 1999 & Royalty  Certificate(s)
"Purchase  Agreement"  (the  "Agreement")  is made as of August 30,  1999 by and
between  Voyager  Group Ltd.,  a Nevada  corporation  (the  "Company"),  and the
investors  listed on Exhibit A attached  hereto (each a "Purchaser" and together
the "Purchasers").

     The parties hereby agree as follows:

1.       Purchase and Sale of  Convertible Series "J" 1999 Preferred Stock
and Royalty Certificate(s).

1.1      Sale and Issuance of Convertible Series "J" Preferred Stock
and Royalty Certificate(s).

          (a) The Company  shall adopt and file with the  Secretary  of State of
the State of Nevada on or before the Closing (as defined below) the Designations
of  Rights,  Privileges,   Preference,  Powers,  Qualification,   Limitations  &
Restrictions & Investor's  Rights  Agreement with  Certificate of  Incorporation
Pursuant to the Provisions of Section 78.195,199.5 & 196 of Nevada Corporate Law
in the  form  attached  hereto  as  Exhibit  B (the  "Designations  &  Investors
rights").

          (b) Subject to the terms and  conditions  of this  Agreement  (defined
below),  each  Purchaser  severally  and not jointly  agrees to purchase and the
Company agrees to sell and issue to each such Purchaser that number of shares of
Convertible Series "J" Preferred Stock & Royalty  Certificate(s) listed opposite
such  Purchaser's  name on Exhibit A attached hereto at a purchase price of five
hundred   dollars   $500.00  per   convertible   preferred  share  with  Royalty
certificate(s).  The shares of Convertible  Series "J" Preferred Stock issued to
each such Purchaser  pursuant to this Agreement are  hereinafter  referred to as
the "Stock" * and Royalty  Certificate(s)issued  to each  purchaser  pursuant to
this agreement are hereinafter Referred to as the "Royal" *.

          (c) The  Royal  and  Stock  shall  have the  Rights,  Privileges,  and
Preferences  and   Restrictions  and  Investors  Rights  as  set  forth  in  the
Designation  & Invertors  Rights  filed with  secretary of state of the state of
Nevada with the Company's certificate of Incorporation.

1.2      Sale and Issuances of the Convertible Series "J" Preferred
 Stock and Royalty Certificate(s).

          (a)  Subject  to the  terms and  conditions  of this  Agreement,  each
Purchaser  severally  and not jointly  agrees to purchase at the Closing and the
Company  agrees  to sell and issue to each  Purchaser  a  Convertible  Preferred
Series "J" and the Royalty  Certificate(s) such Purchaser's on Exhibit A to this
Agreement.  The purchase price of Stock and Royal together is $500.00 per share.
The Company's Agreement with each Purchaser's is a separate  Agreement,  and the
sales of the Stock and Royal  certificate(s)  to the  Purchaser's  are  separate
sales.

          (b) The Stock, when and if issued upon conversion to common shares and
Royal are hereinafter referred to as the "Securities."**


    * Stock-Convertible Preferred Series "J" 1999
    * Royal- Royality Certificate(s)

   ** Securities-Stock and Royal





1.3 Closing;  Delivery.  Singing of  Agreement,  shall take place at the offices
Voyager Group, ltd., 6354 Corte del Abeto Suite F Carlsbad, California 92009, at
10:00 a.m.,  on August 30, 1999 or at such other time and place as the  Company,
the Purchasers purchasing total majority of all the Convertible Series preferred
Stock and Royalty certificates  offered,  have mutually agree upon, orally or in
writing (which time and place are designated as the "Closing").  Purchasers have
caused a total of fifty  thousand to be deposited in the Company's  general Bank
account with Union Bank of California account  #2300417283 by check payable,  or
wire transfer on 6/15/99 $11,487.12,  6/29/99 $11,500.00, and 7/14/99 $11,900.00
7/15-16/99  $14,000.00,  7/28/99  $1,112.88.  An Additional Loans to the Company
amount to $32,387.12 deposited on 7/28/99 and 8/24/99.

          (b) At the Closing,  the Company shall  deliver to each  Purchaser the
Stock and Royal certificate(s) purchased.

           2.  Representations and Warranties of the Company. The Company hereby
represents  and warrants to each  Purchaser's  that,  except as set forth on the
Schedule of Exceptions  delivered on the date hereof,  which exceptions shall be
deemed to be Representations and Warranties as if made hereunder:

          2.1 Organization,  Good Standing and  Qualification.  The Company is a
corporation duly  incorporated,  validly existing and in good standing under the
laws of the State of Nevada and has all requisite  corporate power and authority
to carry on its business as now conducted.  The Company is qualified to transact
business in the State of California  and is in good  standing  under the laws of
the State of  California.  The  Company is not  required  to qualify to transact
business in any other jurisdiction, except where the failure so to qualify would
not have a material adverse effect on its business or properties.

2.2  Capitalization.  Upon filing of the  Designations  and Investors Rights the
authorized  capital  of the  Company  will  consist,  immediately  prior  to the
Closing, of:

(a) One Hundred  (100) shares which have been  designated  Series "J"  Preferred
Stock none of which are issued and outstanding immediately prior to the Closing.
All of the  outstanding  shares of  Preferred  Stock have been duly  authorized,
fully  paid and are no  assessable,  issued in  compliance  with all  applicable
federal and state  securities  laws, and are convertible  into Common Stock on a
one (1) preferred share for two hundred twenty thousand (220,000) basis.

(b) Four(4) Royality  Certificate(s)  consisting of four (4%) Of the Total Gross
Sales recorded by the Company and additional  grants to Major Investors  defined
herein as purchaser's  owning over Ten Convertible Series "J" Preferred Stock or
common stock issued upon conversion there of) "Rights of First Offer" defined by
Designations  and  Investors  Rights  attached  hereto as Exhibit B. The company
shall first make an offering of such securities to Major Investors first. All of
the outstanding shares of Common Stock have been duly authorized, fully paid and
are non  assessable  and issued in compliance  with all  applicable  federal and
state securities laws.

(c)      Conversion privileges of the Convertible
Preferred  Stock  and  Royalty  Certificate(s)  payments  as  set  forth  in the
Designations  and  Investors'  Rights (as defined  below),  the Company has Know
outstanding options, warrants, rights (including conversion or preemptive rights
and  rights of first  refusal or similar  rights)  or  agreements,  orally or in
writing,  for the purchase or acquisition  from the Company of any shares of its
capital stock.






     2.3  Authorization.  All corporate  action on the part of the Company,  its
officers, directors and stockholders necessary for the authorization,  execution
and delivery of this Agreement,  the Designations and Investor Rights Investors'
Rights  in the form  attached  hereto  as  Exhibit  B ( the  "Investors'  Rights
Agreement")  and ( Designations  )and  collectively  with the Investors'  Rights
Agreement and this  Agreement,  the (  "Agreements"),***  the performance of all
obligations  of the Company  hereunder  and  thereunder  and the  authorization,
issuance and delivery of the Securities has been taken or will be taken prior to
the Closing,  and the  Agreements,  when  executed and delivered by the Company,
will  constitute   valid  and  legally  binding   obligations  of  the  Company,
enforceable  against the Company in  accordance  with their terms  except (i) as
limited  by  applicable  bankruptcy,  insolvency,  reorganization,   moratorium,
fraudulent   conveyance,   and  other  laws  of  general  application  affecting
enforcement of creditors' rights  generally,  as limited by laws relating to the
availability  of specific  performance,  injunctive  relief,  or other equitable
remedies, or (ii) to the extent the indemnification  provisions contained in the
Investors'  Rights  Agreement  may be  limited  by  applicable  federal or state
securities laws.

           2.4 Valid Issuance of Securities.  The Securities are being issued to
the Purchasers hereunder, when issued, sold and delivered in accordance with the
terms hereof for the consideration  expressed  herein,  will be duly and validly
issued and free of restrictions on transfer other than  restrictions on transfer
under  this  Agreement,   the  Investors'  Rights  and  Designations  Agreements
applicable  state and federal  securities  laws. The Stock that may be issued to
the Purchasers upon  conversion of the  Convertible  Preferred Stock en duly and
validly  reserved for issuance and, when issued and delivered in accordance with
the terms thereof,  will be duly and validly issued and free of  restrictions on
transfer  other  than  restrictions  on  transfer  under  this  Agreement,   the
Investors'  Rights and applicable  state and federal  securities  laws. Based in
part upon the representations of the Purchasers in this Agreement and subject to
the provisions of Section 2.6 below, the Securities will be issued in compliance
with all applicable  federal and state securities laws.  Neither the Company nor
any agent on its behalf has  solicited or will solicit any offers to sell or has
offered  to sell or will  offer to sell all or any part of the Stock or Royal to
any person or persons so as to bring the sale of such Stock or Royal the Company
within the registration provisions of the Securities Act or any state securities
laws. Except as set forth in Section 2.6, no governmental  orders,  permissions,
consents,  approvals  or  authorizations  are  required  to be  obtained  and no
registrations  or  declarations  are required to be filed in connection with the
execution  and delivery of this  Agreement  and the  issuance of the Stock,  the
Royal or Securities, except such as has been duly and validly obtained or filed,
or with respect to any filings  that must be made after the Closing,  as will be
filed in a timely manner. The Common Stock when and if issued upon conversion of
the Stock has been duly and validly reserved for issuance,  and upon issuance in
accordance with the terms of the  designations and Investors Rights will be duly
and validly  issued,  fully paid and non assessable and free of  restrictions on
transfer  other  than  restrictions  on  transfer  under  this  Agreement,   the
Investors'  Rights and Designations and applicable  federal and state securities
laws and will be issued in  compliance  with all  applicable  federal  and state
securities laws.

           2.5   Governmental   Consents.   No  consent,   approval,   order  or
authorization of, or registration,  qualification,  designation,  declaration or
filing with, any federal,  state or local governmental  authority on the part of
the Company is required in connection with the  consummation of the transactions
contemplated by this Agreement.

           2.6 Liabilities.  The Company has no material liabilities and, to the
best of its knowledge, knows of no material contingent liabilities not disclosed
in the Financial Statements, except current liabilities incurred in the ordinary
course of business subsequent to the Statement Date, which have not been, either
in any individual case or in the aggregate, materially adverse.

*** Agreements- Designations and Investors Rights.



           2.7 Litigation. There is no action, suit, proceeding or investigation
pending or, to the Company's knowledge, currently threatened against the Company
that  questions  the validity of the  Agreements  or the right of the Company to
enter  into them,  or to  consummate  the  transactions  contemplated  hereby or
thereby, or that might result,  either individually or in the aggregate,  in any
material  adverse  changes in the assets,  condition  or affairs of the Company,
financially  or otherwise,  nor is the Company aware that there is any basis for
the  foregoing.  The Company is not a party or subject to the  provisions of any
order, writ, injunction, judgment or decree of any court or government agency or
instrumentality.  There is no action,  suit,  proceeding or investigation by the
company currently pending or that the Company intends to initiate.

          2.8  Intellectual  Property.  To its  knowledge,  the Company  owns or
possesses  sufficient  legal rights to all patents,  trademarks,  service marks,
tradenames,  copyrights,  trade secrets,  licenses,  information and proprietary
rights necessary for its business as now conducted without any conflict with, or
infringement  of,  the  rights of  others.  The  Company  has not  received  any
communications  alleging  that the Company has  violated or, by  conducting  its
business,  would  violate  any  of  the  patents,  trademarks,   service  marks,
tradenames,  copyrights,  trade secrets or other proprietary rights of any other
person  or  entity.  The  Company  is not  aware  that any of its  employees  is
obligated  under any contract or other  agreement,  or subject to any  judgment,
decree or order of any court or administrative  agency that would interfere with
the use of such  employee's  best efforts to promote the interest of the Company
or that would  conflict  with the Company's  business.  Neither the execution or
delivery of this Agreement, nor the carrying on of the Company's business as now
conducted by the employees of the Company,  will,  to the  Company's  knowledge,
conflict with or result in a breach of the terms, conditions,  or provisions of,
or constitute a default under, any contract,  covenant or instrument under which
any such employee is now  obligated.  The Company does not believe it is or will
be  necessary  to use any  inventions  of any of its  employees  (or  persons it
currently intends to hire) made prior to their employment by the Company.

          2.9 Compliance with Other Instruments. The Company is not in violation
or default of any  provisions of its Articles of  incorporation  or Bylaws or in
violation  or  default  of any  instrument,  judgment,  order,  writ,  decree or
contract to which it is a party or by which it is bound or, to its knowledge, of
any provision of any federal or state statute,  rule or regulation applicable to
the  Company,  the effect of which would have a material  adverse  effect on the
Company.  The  execution,  delivery and  performance  of the  Agreements and the
consummation of the transactions  contemplated hereby or thereby will not result
in any such violation or be in conflict with or constitute,  with or without the
passage of time and giving of notice, either a default under any such provision,
instrument, judgment, order, writ, decree or contract or an event, which results
in the  creation  of any lien,  charge  or  encumbrance  upon any  assets of the
Company.

          2.10  Agreements; Action.

          (a) Except for agreements explicitly  contemplated hereby there are no
agreements,  understandings or proposed transactions between the Company and any
of its officers,  directors,  affiliates or any affiliate  thereof that would be
required to be  disclosed  pursuant to  Regulation  S-K, as  promulgated  by the
Securities and Exchange Commission.

          (b) Except for agreements  explicitly  contemplated by the Agreements,
there are no  agreements,  understandings,  instruments,  contracts  or proposed
transactions  to which  the  Company  is a party  or by  which it is bound  that
involve (i)  obligations  (contingent  or  otherwise)  of, or  payments  to, the
Company in excess of, $100,000, (ii) the license of any patent, copyright, trade
secret or other  proprietary  right to or from the Company  (other than standard
"off the shelf"







product  licenses),  or (iii)  the  grant of  rights  to  manufacture,  produce,
assemble,  license,  market,  or sell its products to any other person or affect
the Company's  exclusive right to develop,  manufacture,  assemble,  distribute,
market or sell its products.

          (c) The  Company  has not (i)  declared  or  paid  any  dividends,  or
authorized or made any distribution  upon or with respect to any class or series
of its capital  stock,  (ii)  incurred any  indebtedness  for money  borrowed or
incurred any other liabilities individually in excess of $10,000 or in excess of
$50,000 in the aggregate,  (iii) made any loans or advances to any person, other
than  ordinary  advances  for  business  expenses,  or (iv) sold,  exchanged  or
otherwise  disposed of any of its assets or rights,  other than in the  ordinary
course of business.

          (d)  For  the  purposes  of  subsections   (b)  and  (c)  above,   all
indebtedness,  liabilities, agreements,  understandings,  instruments, contracts
and proposed transactions involving the same person or entity (including persons
or entities the Company has reason to believe are affiliated therewith) shall be
aggregated for the purpose of meeting the  individual  minimum dollar amounts of
such subsections.

          2.11 No Conflict of Interest. The Company is not indebted, directly or
indirectly, to any of its officers or directors or to they're respective spouses
or children,  in any amount whatsoever other than in connection with expenses or
advances of expenses  incurred in the ordinary  course of business or relocation
expenses of  employees.  None of the  Company's  officers or  directors,  or any
members of their immediate  families,  are, directly or indirectly,  indebted to
the Company (other than in connection with purchases of the Company's stock) or,
to the Company's  knowledge,  have any direct or indirect  ownership interest in
any firm or  corporation  with which the Company is affiliated or with which the
Company has a business  relationship,  or any firm or corporation  that competes
with the Company except that officers, directors and/or existing stockholders of
the Company may own stock in (but not exceeding  two percent of the  outstanding
capital stock of) any publicly traded company that may compete with the Company.
To the Company's  knowledge,  none of the Company's officers or directors or any
members of their immediate  families are, directly or indirectly,  interested in
any  material  contract  with the  Company.  The Company is not a  guarantor  or
indemnitor of any indebtedness of any other person, firm or corporation.

          2.12 Rights of Registration and Voting Rights.  Except as contemplated
in the  Investors'  Rights  Agreement,  the Company has not granted or agreed to
grant any registration  rights,  including  piggyback  rights,  to any person or
entity.

          2.13 Title to Property  and Assets.  With  respect to the property and
assets it leases,  the  Company is in  compliance  with such  leases and, to its
knowledge,  holds a  valid  leasehold  interest  free of any  liens,  claims  or
encumbrances.

          2.14 Changes. Since the Company's inception, there has been:

          (g) payments made by the Company to the benefit of former  officers or
directors,  and members of their  immediate  families,  not made in the ordinary
course of its business;

          (h)  declaration,  setting aside  payments and other  distribution  in
respect  to any of the  Company's  capital  stock,  which  were set aside by the
Company;












(i) without Company's knowledge, other event and condition that might materially
and adversely affect the financial condition of the Company;

          (j) and  arrangements  by former officers and directors of the Company
to do things described in this Section 2.14.

          2.15 Tax Returns and  Payments.  The Company has filed all tax returns
and reports as required by law.  These  returns and reports are true and correct
in all material  respects.  The Company has paid all taxes and other assessments
due.

          2.16 Labor  Agreements  and  Actions.  The  Company is not bound by or
subject to (and none of its assets or  properties is bound by or subject to) any
written or oral,  express or implied,  contract,  commitment or arrangement with
any labor union,  and no labor union has  requested  or, to the knowledge of the
Company, has sought to represent any of the employees, representatives or agents
of the Company.  There is no strike or other labor dispute involving the Company
pending,  or to the  knowledge  of the  Company  threatened,  which could have a
material  adverse  effect  on  the  assets,  properties,   financial  condition,
operating results,  or business of the Company,  nor is the Company aware of any
labor  organization  activity  involving its  employees.  The employment of each
officer and employee of the Company is terminable at the will of the Company. To
its  knowledge,  the Company  has  complied in all  material  respects  with all
applicable  state and federal equal  employment  opportunity laws and with other
laws  related to  employment.  To the  Company's  knowledge,  no employee of the
Company,  nor any  consultant  with  whom  the  Company  has  contracted,  is in
violation  of any  term  of any  employment  contract,  proprietary  information
agreement or any other agreement relating to the right of any such individual to
be employed by, or to contract  with,  the Company  because of the nature of the
business  to be  conducted  by the  Company  that would have a material  adverse
effect on the Company;  and to the Company's knowledge the continued  employment
by the Company of its present  employees,  and the  performance of the Company's
contracts  with  its  independent  contractors,  will  not  result  in any  such
violation  that would  have a material  adverse  effect on the  Company.  To its
knowledge,  the  Company  has not  received  any notice  alleging  that any such
violation has occurred.

          2.17  Confidential  Information and Invention  Assignment  Agreements.
Each  employee,  consultant and officer of the Company has executed an agreement
with the Company regarding  confidentiality  and proprietary  information in the
form  provided  to the  Purchasers.  The  Company  is not aware  that any of its
employees or consultants is in violation  thereof,  and the Company will use its
best efforts to prevent any such violation.

          2.18 Compliance with Laws; Permits.  To its knowledge,  the Company is
not  in  violation  of  any  applicable  statute,  rule,  regulation,  order  or
restriction  of any domestic or foreign  government  or any  instrumentality  or
agency thereof in respect of the conduct of its business or the ownership of its
properties  which violation would  materially and adversely affect the business,
assets,  liabilities,  financial  condition,  operations  or  prospects  of  the
Company.  The  Company has all  franchises,  permits,  licenses  and any similar
authority  necessary  for the conduct of its  business,  the lack of which could
materially  and  adversely  affect  the  business,  properties,   prospects,  or
financial  condition  of the  Company.  The  Company  is not in  default  in any
material  respect  under  any of such  franchises,  permits,  licenses  or other
similar authority.

2.19  Corporate  Documents.  The documents and  Designations,  Investors  Rights
restating  Certificate of Company  articles and Bylaws of the Company are in the
form made available to counsel for the Purchaser's. The copy of the minute books
of the Company made available to the Purchaser's







contains  minutes of all meetings of directors and  stockholders and all actions
by written consent without a meeting by the directors and stockholders since the
date of incorporation and reflects all actions by the directors and stockholders
with respect to all transactions  referred to in such minutes  accurately in all
material respects.


          2.20  Full  Disclosure.  This  Agreement,  the  Exhibits  hereto,  the
Agreements  and all other  documents  delivered by the Company to  Purchasers or
their  attorneys  or agents in  connection  herewith  or  therewith  or with the
transactions contemplated hereby or thereby, do not contain any untrue statement
of a material  fact nor, to the  Company's  knowledge,  omit to state a material
fact necessary in order to make the statements  contained  herein or therein not
misleading  in light of the  circumstances  under  which they were made.  To the
Company's knowledge, there are no facts which (individually or in the aggregate)
materially  adversely  affect  the  business,  assets,  liabilities,   financial
condition,  prospects or  operations of the Company that have not been set forth
in the  Agreements,  the Exhibits  hereto,  or in other  documents  delivered to
Purchasers or their attorneys or agents in connection herewith.

           3. Representations and Warranties of the Purchaser's.  Each Purchaser
hereby represents and warrants to the Company that:

           3.1  Authorization.  Such  Purchaser  has full power and authority to
enter into this Agreement.  The  Agreements,  when executed and delivered by the
Purchaser,  will  constitute  valid  and  legally  binding  obligations  of  the
Purchaser,  enforceable in accordance with their terms, except (a) as limited by
applicable  bankruptcy,  insolvency,   reorganization,   moratorium,  fraudulent
conveyance,  and any other laws of general application  affecting enforcement of
creditors' rights generally, and as limited by laws relating to the availability
of a specific  performance,  injunctive relief, or other equitable remedies,  or
(b) to the extent the  indemnification  provisions  contained in the  Investors'
Rights may be limited by applicable federal or state securities laws.

           3.2 Purchase  Entirely for Own Account.  This  Agreement is made with
the Purchaser in reliance upon the  Purchaser's  representation  to the Company,
which by the  Purchaser's  execution of this  Agreement,  the  Purchaser  hereby
confirms,  that the  Securities to be acquired by the Purchaser will be acquired
for investment for the Purchaser's own account,  not as a nominee or agent,  and
not with a view to the resale or distribution of any part thereof,  and that the
Purchaser has no present intention of selling, granting any participation in, or
otherwise  distributing  the same. By executing  this  Agreement,  the Purchaser
further  represents  that the Purchaser  does not  presently  have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person or to any third person,  with respect to any of the
Securities.  The  Purchaser  has not been  formed  for the  specific  purpose of
acquiring the Securities.

3.3 Disclosure of Information. The Purchaser's has had an opportunity to discuss
the  Company's  business,  management,  financial  affairs  and  the  terms  and
conditions  of the offering of the Stock with the Company's  management  and has
had  an  opportunity  to  review  the  Company's  facilities.   The  Purchaser's
understands that such discussions,  as well as any written information delivered
by the Company to the Purchaser's,  were intended to describe the aspects of the
Company's business that it believes to be material.

           3.4  Restricted  Securities.   The  Purchaser  understands  that  the
Securities have not been, and will not be,  registered under the Securities Act,
by  reason of a  specific  exemption  from the  registration  provisions  of the
Securities Act, which depends upon, among other things,  the bona fide nature of
the investment  intent and the accuracy of the  Purchaser's  representations  as
expressed herein. The Purchaser understands that the Securities are






"restricted  securities" under applicable U.S. federal and state securities laws
and that,  pursuant  to these  laws,  the  Purchaser  must  hold the  Securities
indefinitely  unless  they are  registered  with  the  Securities  and  Exchange
Commission  and  qualified  by state  authorities,  or an  exemption  from  such
registration  and  qualification   requirements  are  available.  The  Purchaser
acknowledges  that the  Company  has no  obligation  to  register or qualify the
Securities  for  resale  except  as set  forth  in the  Investors'  Rights.  The
Purchaser  further  acknowledges  that  if an  exemption  from  registration  or
qualification  is  available,  it may be  conditioned  on  various  requirements
including,  but not limited to, the time and manner of sale,  the holding period
for the Securities, and on requirements relating to the Company that are outside
of the Purchaser's control, and which the Company is under no obligation and may
not be able to satisfy.

           3.5 No Public Market. The Purchaser understands that no public market
now exists for any of the Securities issued by the Company, and that the Company
has made no assurances that a public market will ever exist for the Securities.

3.6 Legends. The Purchaser's understands that the Securities, and any securities
issued in respect  thereof  or  exchange  therefore,  may bear one or all of the
following legends:

          (a) "THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AND  HAVE  BEEN  ACQUIRED  FOR
INVESTMENT  AND  NOT  WITH A  VIEW  TO,  OR IN  CONNECTION  WITH,  THE  SALE  OR
DISTRIBUTION  THEREOF.  NO SUCH SALE OR DISTRIBUTION  MAY BE EFFECTED WITHOUT AN
EFFECTIVE  REGISTRATION  STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A
FORM  SATISFACTORY  TO THE COMPANY THAT SUCH  REGISTRATION IS NOT REQUIRED UNDER
THE SECURITIES ACT OF 1933."

          (b) Any legend set forth in the other Agreements.

          (c) Any  legend  required  by the Blue  Sky  laws of any  state to the
extent such laws are applicable to the shares  represented by the certificate so
legended.

          3.7 Accredited  Investor.  The Purchaser is an accredited  investor as
defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

           4.  Conditions  of  the  Purchasers'   Obligations  at  Closing.  The
obligations of each Purchaser to the Company under this Agreement are subject to
the fulfillment,  on or before the Closing, of each of the following conditions,
unless otherwise waived:

          4.1 Representations and Warranties. The representations and warranties
of the Company  contained in Section 2 shall be true and correct in all material
respects  on  and as of  the  Closing  with  the  same  effect  as  though  such
representations  and  warranties  had  been  made  on and as of the  date of the
Closing.

          4.2  Performance.  The Company shall have  performed and complied with
all  covenants,  agreements,   obligations  and  conditions  contained  in  this
Agreement  that is required to be performed or complied  with by it on or before
the Closing  and,  except as set forth in Section  2.6,  the Company  shall have
obtained any and all consents,  permits and waivers necessary or appropriate for
consummation  of  the  transactions   contemplated  by  the  Agreement  and  the
Agreements.

          4.3  Reservation  of Conversion  Shares.  The Stock when and if issued
upon conversion of the  Convertible  Preferred stock and the Securities when and
if issued  upon  conversion  of the Stock  shall have been duly  authorized  and
reserved for issuance upon such conversions.









          4.4   Qualifications.   Except  as   described   in   Section  6,  all
authorizations,  approvals or permits, if any, of any governmental  authority or
regulatory  body of the  United  States or of any  state  that are  required  in
connection  with the  lawful  issuance  and sale of the Notes  pursuant  to this
Agreement shall be obtained and effective as of the Closing.

          4.5 Investors' Rights & Designations.  The Company, each Purchaser and
the parties  thereto shall have executed and  delivered  the  Investors'  Rights
Agreement in substantially the form attached as Exhibit B.

          4.6  Certifications.  The  Company  shall have  filed the  appropriate
documents  with the  Secretary  of State of Nevada  on or prior to the  Closing,
which shall continue to be in full force and effect as of the Closing.

           5.   Conditions  of  the  Company's   Obligations  at  Closing.   The
obligations of the Company to each Purchaser under this Agreement are subject to
the fulfillment,  on or before the Closing, of each of the following conditions,
unless otherwise waived:

          5.1 Representations and Warranties. The representations and warranties
of each  Purchaser  contained  in  Section  3 shall be true and  correct  in all
material  respects on and as of the Closing  with the same effect as though such
representations and warranties had been made on and as of the Closing.

          5.2 Performance. All covenants, agreements and conditions contained in
this  Agreement  to be performed  by the  Purchasers  on or prior to the Closing
shall have been performed or complied with in all material respects.

          5.3   Qualifications.   Except  as   described   in   Section  6,  all
authorizations,  approvals or permits, if any, of any governmental  authority or
regulatory  body of the  United  States or of any  state  that are  required  in
connection  with the  lawful  issuance  and sale of the Stock  pursuant  to this
Agreement shall be obtained and effective as of the Closing.

          5.4 Investors'  Rights & Designations.  The Company and each Purchaser
shall have  executed and  delivered  the  Investors'  Rights &  Designations  in
substantially the form attached as Exhibit B.

5.5  Nevada  Certificates.  The  Company  shall  have  filed all  documents  the
Restating  Certificate  with the Secretary of State of Nevada on or prior to the
Closing, which shall continue to be in full force and effect as of the Closing.

     6. Nevada Law. Holders of Series "J" Preferred Stock,
outstanding shall vote as a separate class.

     7.   Miscellaneous.

          7.1  Survival  of  Warranties.  The  warranties,  representations  and
covenants of the Company and the  Purchasers  contained  in or made  pursuant to
this  Agreement  shall survive any  investigation  made by any Purchaser and the
closing of the transactions contemplated hereby.

          7.2 Transfer; Successors and Assigns. The terms and conditions of this
Agreement  shall  inure to the  benefit  of and be binding  upon the  respective
successors  and assigns of the parties.  Nothing in this  Agreement,  express or
implied,  is intended to confer upon any party other than the parties  hereto or
their respective successors and assigns any rights,  remedies,  obligations,  or
liabilities under or by reason of this Agreement,  except as expressly  provided
in this Agreement.









          7.3  Governing  Law.  This  Agreement  and all acts  and  transactions
pursuant  hereto and the rights and  obligations  of the parties hereto shall be
governed,  construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of law.

          7.4  Counterparts.  This  Agreement  may be  executed  in two or  more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall constitute one instrument.

          7.5  Titles and  Subtitles.  The  titles  and  subtitles  used in this
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting this Agreement.

          7.6 Notices.  Any notice required or permitted by this Agreement shall
be in writing  and shall be deemed  sufficient  upon  delivery,  when  delivered
personally  or by overnight  courier or sent by telegram or fax, or  forty-eight
(48) hours after being  deposited in the U.S.  mail,  as certified or registered
mail,  with  postage  prepaid,  addressed  to the party to be  notified  at such
party's  address as set forth on the signature  page or Exhibit A hereto,  or as
subsequently modified by written notice, and if to the Company.

          7.7 Finder's Fee. Each party represents that it neither is nor will be
obligated  for  any  finder's  fee  or   commission  in  connection   with  this
transaction. Each Purchaser agrees to indemnify and to hold harmless the Company
from any  liability  for any  commission  or  compensation  in the  nature  of a
finder's fee (and the costs and expenses of defending  against such liability or
asserted liability) for which each Purchaser or any of its officers,  employees,
or  representatives  is  responsible.  The Company  agrees to indemnify and hold
harmless each Purchaser from any liability for any commission or compensation in
the nature of a finder's fee (and the costs and  expenses of  defending  against
such  liability  or  asserted  liability)  for which the  Company  or any of its
officers, employees or representatives is responsible.

          7.8 Fees and  Expenses.  If the  Closing is  consummated,  the Company
shall pay the  reasonable  fees and  expenses  of one  special  counsel  for the
Purchasers,  incurred with respect to this Agreement,  the documents referred to
herein and the transactions  contemplated hereby and thereby, provided such fees
and expenses do not exceed $15,000.  Except as provided  above,  the Company and
each  Purchaser  shall pay their  respective  filing  fees and other  expense in
connection with all filings they are required by law.

          7.9  Attorney's  Fees.  If any  action at law or in equity  (including
arbitration)  is  necessary  to  enforce  or  interpret  the terms of any of the
Agreements,  the  prevailing  party shall be entitled to  reasonable  attorney's
fees, costs and necessary disbursements in addition to any other relief to which
such party may be entitled.

          7.10 Amendments and Waivers. Any term of this Agreement may be amended
or waived only with the written  consent of the Company and the Purchasers of at
least a majority of the Convertilbe  Preferred Stock  purchased  hereunder.  Any
amendment  or waiver  effected in  accordance  with this  Section  7.10 shall be
binding upon the Purchasers and each transferee of the  Securities,  each future
holder of all such Securities, and the Company.

          7.11  Severability.  If one or more  provisions of this  Agreement are
held to be unenforceable  under applicable law, the parties agree to renegotiate
such  provision  in good  faith.  In the event that the parties  cannot  reach a
mutually agreeable and enforceable replacement for such provision, then (a) such
provision  shall  be  excluded  from  this  Agreement,  (b) the  balance  of the
Agreement shall be interpreted as if such provision were so excluded and (c) the
balance of the Agreement shall be enforceable in accordance with its terms.








          7.12 Delays or Omissions.  No delay or omission to exercise any right,
power or remedy accruing to any party under this  Agreement,  upon any breach or
default of any other party under this  Agreement,  shall  impair any such right,
power or remedy of such  non-breaching or  non-defaulting  party nor shall it be
construed to be a waiver of any such breach or default, or acquiescence therein,
or of or in any similar breach or default  thereafter  occurring;  nor shall any
waiver of any single breach or default be deemed a waiver of any other breach or
default  theretofore or thereafter  occurring.  Any waiver,  permit,  consent or
approval  of any kind or  character  on the part of any  party of any  breach or
default  under  this  Agreement,  or any  waiver on the part of any party of any
provisions  or  conditions  of this  Agreement,  must be in writing and shall be
effective  only to the  extent  specifically  set  forth  in such  writing.  All
remedies,  either under this  Agreement  or by law or otherwise  afforded to any
party, shall be cumulative and not alternative.

          7.13 Entire Agreement.  This Agreement,  and the documents referred to
herein  constitute the entire agreement between the parties hereto pertaining to
the subject  matter  hereof,  and any and all other  written or oral  agreements
relating to the subject  matter hereof  existing  between the parties hereto are
expressly canceled.

          7.14 Corporate  Securities Law. THE SALE OF THE SECURITIES,  WHICH ARE
THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED  WITH THE  COMMISSIONER  OF
CORPORATIONS  OF THE STATE OF CALIFORNIA  AND THE ISSUANCE OF THE  SECURITIES OR
THE PAYMENT OR RECEIPT OF ANY PART OF THE  CONSIDERATION  THEREFOR  PRIOR TO THE
QUALIFICATION  IS  UNLAWFUL,  UNLESS THE SALE OF  SECURITIES  IS EXEMPT FROM THE
QUALIFICATION  BY SECTION 25100,  25102 OR 25105 OF THE CALIFORNIA  CORPORATIONS
CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON
THE QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT.

     7.15  Confidentiality.  Except as provided below,  each party hereto agrees
that,  except with the prior written  permission of the other party, it shall at
all times keep  confidential  and not  divulge,  furnish or make  accessible  to
anyone any confidential information, knowledge or data concerning or relating to
the business or financial  affairs of the other  parties to which such party has
been or  shall  become  privy  by  reason  of  this  Agreement,  discussions  or
negotiations  relating to this  Agreement,  the  performance of its  obligations
hereunder or the ownership of Stock purchased hereunder.  The provisions of this
Section  7.15  shall  be in  addition  to,  and  not in  substitution  for,  the
provisions  of any  separate  nondisclosure  agreement  executed  by the parties
hereto with respect to the transactions contemplated hereby. Notwithstanding the
foregoing,  nothing  herein  shall  prevent any party from  disclosing  (i) such
information  which has been  publicly  disclosed,  (ii) such  information  which
becomes available to the party on a  non-confidential  basis from a source other
than a party hereto,  provided that such source is not bound by  confidentiality
with such party, (iii) information required to be disclosed pursuant to subpoena
or other court  process or otherwise  required by law and (iv) such  information
was  known to such  party  prior to its  first  receipt  from the  other  party.
Notwithstanding the foregoing provisions of this Section

          7.16 Exculpation Among Purchasers. Each Purchaser acknowledges that it
is not relying upon any person, firm or corporation,  other than the Company and
its officers and  directors,  in making its  investment or decision to invest in
the  Company.  Each  Purchaser  agrees  that no  Purchaser  nor  the  respective
controlling persons, officers, directors,  partners, agents, or employees of any
Purchaser  shall be liable to any other  Purchaser for any action  heretofore or
hereafter  taken or  omitted to be taken by any of them in  connection  with the
purchase of the Securities.












                   The parties have executed  this Series "J" Preferred  Stock &
            Royalty Certificate
                     Purchase Agreement as of the date first written above.


                            SIGNATURE PAGE.



                                       COMPANY:

                                       Voyager Group, Ltd

                                       By:
                                           -------------------------------------
                              Name: Michael Johnson
                             Title: Vice President, Secretary and Director


                                       PURCHASERS:

                                       John Southerland

                            By:______________________


                                      Marlen Johnson

                           BY:_______________________




             Signature Page to the Series "J" Preferred Stock and
                      Royalty Certificates Purchase Agreement


                                   EXHIBITS


     Exhibit A -  Schedule of Purchasers

     Exhibit B -  Designation of Rights, Privileges, Preferences,
                  Power, Qualifications, Limitations & restriction
                  of the Convertible Preferred Series "J" 1999
                  and  Royalty  certificates.  Pursuant  to Nevada Law  Sections
                  78-195,199.5,  And 196  filed  with  Secretary  of  State  and
                  Company's Certificate of Incorporation.

             B -  Investors' Rights Agreement filed with Designations
                  Rights, with Secretary of State of Nevada

     Exhibit C -  Form of Convertible Preferred Series "J" 1999
     Exhibit D -  Form of Royalty Certificate












                                   EXHIBIT A
                            SCHEDULE OF PURCHASERS


Purchaser Name   Total Purchase Price    Preferred Shares   Royalty Certificates

John Southland      $25,000.00             50                       2

Marlen Johnson      $25,000.00             50                       2


*  Pursuant  to Section  1.2 of this  Agreement,  such  Purchaser  is  acquiring
convertible preferred stock series "J" 1999.

* Pursuant to Section 1.2 of this Agreement,  such Purchaser's are acquiring two
Royalty Certificates.