Investors' Rights Agreement


     This Investors'  Rights Agreement (the  "Agreement") is made as of the 24th
day of August, 1999 by and among VOYAGER GROUP LTD, ., a Nevada corporation (the
"Company") and the Investors listed on Exhibit A hereto (the "Investors").

                                   RECITALS

     A. The Company and certain of the Investors  have entered into a Series "J"
Convertible  Preferred  Stock  1999  (the  "Purchase  Agreement")  of even  date
herewith  pursuant to which the  Company  will sell to such  Investors  and such
Investors  will  purchase from the Company  shares of the  Company's  Series "J"
Convertable Preferred Stock 1999. In connection with entering into the (Purchase
Agreement),  the Company and the Investors  wish to enter into this Agreement in
order to provide the Investors with (i) certain rights to register shares of the
Company's  Common Stock issuable upon  conversion of the Series "J"  Convertible
Preferred  Stock held by the  Investors,  (ii)  certain  rights to  receive  and
inspect  information  pertaining  to the Company,  (iii) a Right of First Offer"
with  respect to certain  issuances by the Company of its  securities,  and (iv)
certain  other  covenants  by the  Company.  The  Company  desire to induce  the
Investors to purchase shares of Series J Convertiable preferred 1999 pursuant to
the  (Purchase  Agreement)  by  agreeing to the terms and  conditions  set forth
herein.

B. Pursuant to a Shareholders  meeting Section 78.320 of Navada Corporate law Of
the company,  this Agreement is being executed by the Company and the holders of
at least two-thirds (52%) of the shares Registrable Securities then outstanding,
here by agree to the entirety of this Agreement.


                                   AGREEMENT

     The parties hereby agree as follows:

     1.   Registration Rights.  The Company and the Investors covenant and agree
as follows:

          1.1 Definitions. For purposes of this Section 1:

               (a) The terms "register,"  "registered," and "registration" refer
to a registration  effected by preparing and filing a registration  statement or
similar  document in compliance with the Securities Act of 1933, as amended (the
"Securities  Act"),  and the  declaration or ordering of  effectiveness  of such
registration statement or document;


               (b) The term  "Registrable  Securities"  means (i) the  shares of
Common Stock  issuable or issued upon  conversion of the Series "J"  Convertible
Preferred  Stock,  1999, (iv) shares of Series "J"  Convertible  Preferred Stock
1999  issued or if nad wheb  issued upon  conversion  pursuant  to the  Purchase
Agreement,  and (ii) any other shares of Common  Stock of the Company  issued as
(or if and when issued upon the conversion or exercise of any warrant,  right or
other security which is issued as) a dividend or other distribution with respect
to, or in exchange for or in  replacement  of, the shares  listed in (i),  (ii);
provided,  however, that the foregoing definition shall exclude in all cases any
Registrable  Securities  sold by a person in a  transaction  in which his or her
rights under this  Agreement are not assigned.  Notwithstanding  the  foregoing,
Common Stock or other securities shall only be treated as Registrable Securities
if and so long as they  have not been (A) sold to or  through a broker or dealer
or underwriter




in a public  distribution or a public securities  transaction,  or (B) sold in a
transaction exempt from the registration and prospectus delivery requirements of
the Securities Act under Section 4(1) thereof so that all transfer restrictions,
and  restrictive  legends  with  respect  thereto,  if any, are removed upon the
consummation of such sale;

               (c)  The  number  of  shares  of  "Registrable   Securities  then
outstanding"  shall be  determined  by the  number of  shares  of  Common  Stock
outstanding  which  are,  and the  number of shares  of  Common  Stock  issuable
pursuant to then exercisable or convertible  securities  which are,  Registrable
Securities;

               (d) The term "Holder" means any person owning or having the right
to acquire  Registrable  Securities or any assignee  thereof in accordance  with
Section 1.12 of this Agreement;

               (e) The term "Form S-3" means such form under the  Securities Act
as in effect on the date hereof or any successor form under the Securities Act;

               (f) The term "SEC" means the Securities and Exchange  Commission;
and

               (g)  The  term  "Qualified  IPO"  means  an  underwritten  public
offering by the Company of shares of its Common Stock pursuant to a registration
statement under the Securities Act, which results in gross proceeds in excess of
$15,000,000  and the public offering price of which is at least $10.00 per share
(appropriately  adjusted for any stock  split,  dividend,  combination  or other
re-capitalization ).

          1.2  Request for Registration.

               (a) If the Company shall receive at any time after the earlier of
(i) January 01,  2003,  or (ii) six (6) months after the  effective  date of the
first registration  statement for a public offering of securities of the Company
(other than a registration statement on Form S-4, S-8 or any successor thereto),
a written request from the Holders of at least thirty-three percent (33%) of the
Registrable  Securities  then  outstanding  that the Company file a registration
statement  under the  Securities  Act covering the  registration  of Registrable
Securities,  then the Company  shall,  within  fifteen  (15) days of the receipt
thereof,  give written notice of such request to all Holders and shall,  subject
to the limitations of subsection  1.2(b), use its best efforts to effect as soon
as practicable,  and in any event within 90 days of the receipt of such request,
the  registration  under the Securities Act of all Registrable  Securities which
the Holders request to be registered within ten (10) days of the mailing of such
notice by the Company in accordance with Section 5.3.

               (b) If the Holders initiating the registration  request hereunder
("Initiating  Holders") intend to distribute the Registrable  Securities covered
by their request by means of an  underwriting,  they shall so advise the Company
as a part of their  request  made  pursuant to this  Section 1.2 and the Company
shall include such  information in the written notice  referred to in subsection
1.2(a).  The  underwriter  will be  selected  by a majority  in  interest of the
Initiating  Holders and shall be reasonably  acceptable to the Company.  In such
event,  the right of any Holder to include his  Registrable  Securities  in such
registration  shall be  conditioned  upon such  Holder's  participation  in such
underwriting  and the inclusion of such Holder's  Registrable  Securities in the
underwriting  (unless otherwise mutually agreed by a majority in interest of the
Initiating  Holders and such Holder) to the extent provided herein.  All Holders
proposing  to  distribute  their  securities  through  such  underwriting  shall
(together  with the  Company as  provided in  subsection  1.5(e))  enter into an
underwriting  agreement in customary form with the  underwriter or  underwriters
selected  for such  underwriting.  Notwithstanding  any other  provision of this
Section 1.2, if the underwriter  advises the Initiating  Holders in writing that
marketing factors require a limitation of the number of shares to be






underwritten,  then the  Initiating  Holders  shall so  advise  all  Holders  of
Registrable  Securities  which would otherwise be underwritten  pursuant hereto,
and the number of shares of Registrable  Securities  that may be included in the
underwriting  shall be  allocated  among  all  Holders  thereof,  including  the
Initiating  Holders,  in proportion (as nearly as  practicable) to the amount of
Registrable Securities of the Company owned by each Holder;  provided,  however,
that the  number of shares of  Registrable  Securities  to be  included  in such
underwriting shall not be reduced unless all other securities are first entirely
excluded from the underwriting.

               (c) Notwithstanding  the foregoing,  if the Company shall furnish
to Holders  requesting a registration  statement pursuant to this Section 1.2, a
certificate  signed by the  President  of the Company  stating  that in the good
faith  judgment of the Board of Directors of the Company,  it would be seriously
detrimental to the Company and its stockholders for such registration  statement
to be  filed  and  it is  therefore  essential  to  defer  the  filing  of  such
registration  statement,  the Company  shall have the right to defer such filing
for a period of not more  than 120 days  after  receipt  of the  request  of the
Initiating  Holders;  provided,  however,  that the Company may not utilize this
right more than once in any twelve-month period.

               (d) In addition, the Company shall not be obligated to effect, or
to take any action to effect, any registration pursuant to this Section 1.2:

                    (i) After the Company  has  effected  two (2)  registrations
pursuant  to this  Section  1.2 and such  registrations  have been  declared  or
ordered effective;

                    (ii)  During  the period  starting  with the date sixty (60)
days prior to the  Company's  good faith  estimate of the date of filing of, and
ending on a date one hundred  eighty (180) days after the  effective  date of, a
registration  subject  to  Section  1.3  hereof;  provided  that the  Company is
actively   employing  in  good  faith  all  reasonable  efforts  to  cause  such
registration statement to become effective;

                    (iii) If the  anticipated  aggregate  offering  price to the
public would not be in excess of $5,000,000;  or (iv) If the Initiating  Holders
propose to dispose of shares of Registrable  Securities  that may be immediately
registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below.

          1.3 Company Registration. If (but without any obligation to do so) the
Company proposes to register (including for this purpose a registration effected
by the Company for  stockholders  other than the Holders) any of its stock under
the Securities  Act in connection  with the public  offering of such  securities
solely  for  cash  (other  than a  registration  on Form  S-4,  Form  S-8 or any
successors  thereto,  a registration in which the only stock being registered is
Common Stock issuable upon  conversion of debt  securities  which are also being
registered, or any registration on any form which does not include substantially
the same  information  as would be required  to be  included  in a  registration
statement covering the sale of the Registrable  Securities),  the Company shall,
at such time,  promptly give each Holder  written  notice of such  registration.
Upon the written  request of each Holder  given  within  fifteen (15) days after
mailing of such  notice by the  Company in  accordance  with  Section  5.3,  the
Company shall,  subject to the provisions of Section 1.8, cause to be registered
under the Securities Act all of the Registrable Securities that each such Holder
has requested to be registered.

          1.4 Form S-3 Registration. In case the Company shall receive a written
request or requests  (i) from any Holder or Holders of at least  twenty  percent
(20%)  of  the  Registrable   Securities  then  outstanding   holds  Registrable
Securities with an aggregate offering price of at least $5,000,000 (five








Million),  that, in each case, the Company effect a registration on Form S-3 and
any related  qualification  or  compliance  with respect to all or a part of the
Registrable Securities owned by such Holder or Holders, the Company will:

               (a) promptly  give written  notice of the proposed  registration,
and any related qualification or compliance, to all other Holders; and

               (b) as soon as practicable, effect such registration and all such
qualifications  and  compliances  as may be so requested  and as would permit or
facilitate the sale and  distribution of all or such portion of such Holder's or
Holders' Registrable Securities as are specified in such request,  together with
all or such portion of the Registrable Securities of any other Holder or Holders
joining in such  request as are  specified  in a written  request  given  within
fifteen  (15) days  after  receipt  of such  written  notice  from the  Company;
provided,  however,  that the Company  shall not be obligated to effect any such
registration,  qualification or compliance, pursuant to this Section 1.4: (i) if
Form S-3 is not available for such offering by the Holders;  (ii) if the Holders
propose to sell  Registrable  Securities at an aggregate  price to the public of
less  than  $500,000;  (iii) if the  Company  shall  furnish  to the  Holders  a
certificate  signed by the  President  of the Company  stating  that in the good
faith  judgment of the Board of Directors of the Company,  it would be seriously
detrimental to the Company and its  stockholders  for such Form S-3 Registration
to be effected at such time,  in which event the Company shall have the right to
defer the filing of the Form S-3 registration statement for a period of not more
than 120 days after  receipt of the request of the Holder or Holders  under this
Section 1.4;  provided,  however,  that the Company shall not utilize this right
more than once in any twelve month period;  (iv) if the Company has,  within the
twelve (12) month period  preceding the date of such request,  already  effected
two  registrations on Form S-3 for the Holders pursuant to this Section 1.4; (v)
in any particular jurisdiction in which the Company would be required to qualify
to do  business  or to  execute a general  consent  to  service  of  process  in
effecting such  registration,  qualification  or compliance;  or (vi) during the
period  ending one  hundred  eighty  (180) days  after the  effective  date of a
registration statement subject to Section 1.3.

(c) Subject to the foregoing,  the Company shall file a  registration  statement
covering the  Registrable  Securities  and other  securities  so requested to be
registered  as soon as  practicable  after receipt of the request or requests of
the Holders.  Registrations  effected  pursuant to this Section 1.4 shall not be
counted as demands  for  registration  or  registrations  effected  pursuant  to
Sections 1.2 or 1.3, respectively.

          1.5 Obligations of the Company. Whenever required under this Section 1
to effect the registration of any Registrable Securities,  the Company shall, as
expeditiously as reasonably possible:

               (a) Prepare and file with the SEC a  registration  statement with
respect to such Registrable  Securities and use all reasonable  efforts to cause
such registration  statement to become  effective,  and, upon the request of the
Holders of a majority of the Registrable Securities registered thereunder,  keep
such registration  statement  effective for up to one hundred twenty (120) days.
The Company shall not be required to file, cause to become effective or maintain
the  effectiveness  of any  registration  statement  (other than a  registration
statement on Form S-3 pursuant to Section 1.4) that  contemplates a distribution
of securities on a delayed or  continuous  basis  pursuant to Rule 415 under the
Securities Act.











               (b) Prepare and file with the SEC such amendments and supplements
to such  registration  statement and the prospectus used in connection with such
registration  statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement for up to one hundred twenty (120) days.

               (c)  Furnish  to  the  Holders   such  numbers  of  copies  of  a
prospectus,   including  a  preliminary  prospectus,   in  conformity  with  the
requirements  of the  Securities  Act,  and  such  other  documents  as they may
reasonably  request  in order  to  facilitate  the  disposition  of  Registrable
Securities owned by them.

               (d) Use its best efforts to register  and qualify the  securities
covered by such  registration  statement under such other securities or Blue Sky
laws of such  jurisdictions  as shall be  reasonably  requested  by the Holders,
provided that the Company shall not be required in connection  therewith or as a
condition  thereto  to qualify to do  business  or to file a general  consent to
service of process in any such states or jurisdictions.

               (e) In the event of any underwritten public offering,  enter into
and  perform  its  obligations  under an  underwriting  agreement,  in usual and
customary  form,  with the managing  underwriter of such  offering.  Each Holder
participating  in such  underwriting  shall  also  enter  into and  perform  its
obligations under such an agreement.

               (f) Notify each Holder of Registrable  Securities covered by such
registration  statement  at any  time  when a  prospectus  relating  thereto  is
required to be delivered  under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration  statement, as
then in effect,  includes  an untrue  statement  of a material  fact or omits to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein  not  misleading  in the  light  of the  circumstances  then
existing, such obligation to continue for one hundred twenty (120) days.

               (g) Cause all such  Registrable  Securities  registered  pursuant
hereunder to be listed on each  securities  exchange or market on which  similar
securities issued by the Company are then listed.

(h)  Provide a  transfer  agent and  registrar  for all  Registrable  Securities
registered  pursuant  hereunder  and a CUSIP  number  for all  such  Registrable
Securities, in each case not later than the effective date of such registration.

               (i) Use its best efforts to furnish, at the request of any Holder
requesting registration of Registrable Securities pursuant to this Section 1, on
the date that such Registrable  Securities are delivered to the underwriters for
sale in  connection  with a  registration  pursuant  to this  Section 1, if such
securities are being sold through  underwriters,  or, if such securities are not
being sold through  underwriters,  on the date that the  registration  statement
with respect to such securities  becomes effective,  (i) an opinion,  dated such
date,  of the  counsel  representing  the  Company  for  the  purposes  of  such
registration,  in form and substance as is customarily  given to underwriters in
an underwritten public offering,  addressed to the underwriters,  if any, and to
the Holders requesting  registration of Registrable Securities and (ii) a letter
dated  such date,  from the  independent  certified  public  accountants  of the
Company, in form and substance as is customarily given by independent  certified
public accountants to underwriters in an underwritten public offering, addressed
to the  underwriters,  if any,  and to the Holders  requesting  registration  of
Registrable Securities.










          1.6  Furnish  Information.  It shall be a condition  precedent  to the
obligations  of the Company to take any action  pursuant to this  Section 1 with
respect to the  Registrable  Securities  of any selling  Holder that such Holder
shall furnish to the Company such information  regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be required to effect the  registration  of such  Holder's  Registrable
Securities.   The  Company  shall  have  no  obligation   with  respect  to  any
registration  requested pursuant to Section 1.2 or Section 1.4 of this Agreement
if, as a result of the  application  of the  preceding  sentence,  the number of
shares or the anticipated aggregate offering price of the Registrable Securities
to be included in the registration does not equal or exceed the number of shares
or the anticipated  aggregate  offering price required to originally trigger the
Company's  obligation to initiate such  registration  as specified in subsection
1.2(a) or subsection 1.4(b)(2), whichever is applicable.

          1.7  Expenses of Registration.

               (a) Demand  Registration.  All expenses (other than  underwriting
discounts  and  commissions,  stock  transfer  taxes and fees of  counsel to the
selling  Holders in addition to that provided below) incurred in connection with
registrations,  filings or  qualifications  pursuant to Section  1.2,  including
(without limitation) all registration,  filing and qualification fees, printers'
and accounting fees, fees and disbursements of counsel for the Company,  and the
reasonable  fees  and  disbursements  of one  counsel  for the  selling  Holders
selected by them with the approval of the Company,  which  approval shall not be
unreasonably withheld,  shall be borne by the Company;  provided,  however, that
the Company  shall not be required to pay for any  expenses of any  registration
proceeding  begun  pursuant  to  Section  1.2 if  the  registration  request  is
subsequently  withdrawn  at the  request of the  Holders  of a  majority  of the
Registrable Securities to be registered (in which case all participating Holders
shall bear such  expenses),  unless the Holders of a majority of the Registrable
Securities agree to forfeit their right to one demand  registration  pursuant to
Section 1.2; provided further,  however, that if at the time of such withdrawal,
the  Holders  have  learned  of a  material  adverse  change  in the  condition,
business, or prospects of the Company from that known or reasonably  foreseeable
to the Holders at the time of their request and have  withdrawn the request with
reasonable  promptness  following  disclosure  by the  Company of such  material
adverse  change,  then the  Holders  shall  not be  required  to pay any of such
expenses and shall retain their rights pursuant to Section 1.2.

               (b) Company  Registration.  All expenses (other than underwriting
discounts  and  commissions,  stock  transfer  taxes and fees of  counsel to the
selling  Holders in addition to that provided below) incurred in connection with
registrations,  filings or qualifications of Registrable  Securities pursuant to
Section 1.3 for each Holder,  including  (without  limitation) all registration,
filing,  and  qualification  fees,  printers'  and  accounting  fees,  fees  and
disbursements  of  counsel  for  the  Company,   and  the  reasonable  fees  and
disbursements  of one counsel for the selling Holders  selected by them with the
approval of the Company,  which  approval  shall not be  unreasonably  withheld,
shall be borne by the Company.

               (c)   Registration   on  Form  S-3.  All  expenses   (other  than
underwriting discounts and commissions, stock transfer taxes and fees of counsel
to the  selling  Holders  in  addition  to  that  provided  below)  incurred  in
connection  with a  registration  requested  pursuant to Section 1.4,  including
(without  limitation) all  registration,  filing,  qualification,  printers' and
accounting fees and the reasonable fees and disbursements of one counsel for the
selling  Holder or Holders  selected by them with the  approval of the  Company,
which approval shall not be unreasonably  withheld,  and counsel for the Company
shall be borne by the Company.










               (d)  Underwriting  Discounts and  Commissions.  All  underwriting
discounts  and  commissions   incurred  in  connection  with   registrations  in
connection  with each  registration  statement under Section 1 shall be borne by
the  participating  sellers  (and the  Company,  if the  Company is a seller) in
proportion to the number of shares sold by each, or as they otherwise may agree.

          1.8  Underwriting  Requirements.   In  connection  with  any  offering
involving an underwriting of shares of the Company's  capital stock, the Company
shall  not be  required  under  Section  1.3  to  include  any  of the  Holders'
securities in such underwriting unless they accept the terms of the underwriting
as agreed upon  between the Company and the  underwriters  selected by it (or by
other  persons  entitled  to  select  the  underwriters),  and then only in such
quantity  as the  underwriters  determine  in  their  sole  discretion  will not
jeopardize  the success of the offering by the  Company.  If the total amount of
securities,  including  Registrable  Securities,  requested  by  Holders  to  be
included in such offering  exceeds the amount of  securities  sold other than by
the  Company  that the  underwriters  determine  in  their  sole  discretion  is
compatible with the success of the offering,  then the Company shall be required
to  include  in the  offering  only that  number of such  securities,  including
Registrable   Securities,   which  the  underwriters  determine  in  their  sole
discretion  will not jeopardize  the success of the offering (the  securities so
included to be apportioned pro rata among the selling stockholders  according to
the total amount of  securities  entitled to be included  therein  owned by each
selling  stockholder or in such other proportions as shall mutually be agreed to
by such selling  stockholders) but in no event shall the amount of securities of
the selling  Holders  included in the offering be reduced  below thirty  percent
(30%) of the total amount of securities  included in such offering,  unless such
offering is the initial public  offering of the Company's  securities,  in which
case,  the selling  stockholders  may be excluded if the  underwriters  make the
determination  described  above  and  no  other  stockholder's   securities  are
included. For purposes of the preceding parenthetical concerning  apportionment,
for any selling  stockholder  which is a holder of  Registrable  Securities  and
which is a  partnership  or  corporation,  the  partners,  retired  partners and
stockholders  of such  holder,  or the  estates  and family  members of any such
partners  and  retired  partners  and any trusts  for the  benefit of any of the
foregoing persons shall be deemed to be a single "selling  stockholder," and any
pro-rata  reduction  with respect to such "selling  stockholder"  shall be based
upon the aggregate  amount of shares carrying  registration  rights owned by all
entities and individuals  included in such "selling  stockholder," as defined in
this sentence.

          1.9 Delay of Registration. No Holder shall have any right to obtain or
seek an injunction  restraining or otherwise  delaying any such  registration as
the  result  of  any   controversy   that  might  arise  with   respect  to  the
interpretation or implementation of this Section 1.

          1.10  Indemnification.  In the event any  Registrable  Securities  are
included in a registration statement under this Section 1:

               (a) To the extent  permitted by law,  the Company will  indemnify
and hold harmless each Holder,  any  underwriter  (as defined in the  Securities
Act)  for  such  Holder  each  person,  if any,  who  controls  such  Holder  or
underwriter within the meaning of the Securities Act or the Securities  Exchange
Act of 1934,  as amended (the  "Exchange  Act") and the  partners,  officers and
directors  of  any  such  Holder,  against  any  losses,  claims,   damages,  or
liabilities  (joint or  several)  to which  they may  become  subject  under the
Securities Act, the Exchange Act or other federal or state law,  insofar as such
losses,  claims,  damages,  or liabilities (or actions in respect thereof) arise
out  of or  are  based  upon  any  of the  following  statements,  omissions  or
violations (collectively a "Violation"): (i) any untrue statement or alleged








untrue  statement of a material fact contained in such  registration  statement,
including any preliminary  prospectus or final prospectus  contained  therein or
any amendments or supplements thereto,  (ii) the omission or alleged omission to
state  therein a material fact  required to be stated  therein,  or necessary to
make the statements  therein not  misleading,  or (iii) any violation or alleged
violation by the Company of the  Securities  Act,  the  Exchange  Act, any state
securities law or any rule or regulation  promulgated  under the Securities Act,
the Exchange Act or any state  securities  law; and the Company will pay to each
such Holder,  underwriter or controlling person, as incurred, any legal or other
expenses  reasonably  incurred  by  them in  connection  with  investigating  or
defending any such loss, claim, damage, liability, or action; provided, however,
that the  indemnity  agreement  contained in this  subsection  1.10(a) shall not
apply to amounts paid in settlement of any such loss, claim, damage,  liability,
or action if such  settlement  is  effected  without  the consent of the Company
(which  consent shall not be  unreasonably  withheld),  nor shall the Company be
liable to any  Holder,  underwriter  or  controlling  person  for any such loss,
claim,  damage,  liability,  or action to the extent that it arises out of or is
based upon a Violation  which  occurs in reliance  upon and in  conformity  with
written  information  furnished  expressly  for  use  in  connection  with  such
registration by any such Holder, underwriter or controlling person.

               (b) To the extent  permitted  by law,  each  selling  Holder will
indemnify  and hold  harmless the Company,  each of its  directors,  each of its
officers who has signed the  registration  statement,  each person,  if any, who
controls the Company within the meaning of the Securities Act, any  underwriter,
any other Holder  selling  securities  in such  registration  statement  and any
controlling person of any such underwriter or other Holder,  against any losses,
claims, damages, or liabilities (joint or several) to which any of the foregoing
persons may become subject,  under the Securities Act, the Exchange Act or other
federal or state law, insofar as such losses,  claims,  damages,  or liabilities
(or actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such  Violation  occurs in
reliance  upon and in  conformity  with  written  information  furnished by such
Holder  expressly for use in connection  with such  registration;  and each such
Holder will pay, as incurred, any legal or other expenses reasonably incurred by
any person intended to be indemnified  pursuant to this subsection  1.10(b),  in
connection  with  investigating  or  defending  any such  loss,  claim,  damage,
liability, or action; provided,  however, that the indemnity agreement contained
in this subsection  1.10(b) shall not apply to amounts paid in settlement of any
such loss,  claim,  damage,  liability or action if such  settlement is effected
without the  consent of the  Holder,  which  consent  shall not be  unreasonably
withheld;  provided,  that in no event shall any indemnity under this subsection
1.10(b)  exceed the net  proceeds  from the  offering  received by such  Holder,
except in the case of willful fraud by such Holder.

               (c) Promptly  after  receipt by an  indemnified  party under this
Section  1.10  of  notice  of the  commencement  of any  action  (including  any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 1.10, deliver to
the  indemnifying  party a written  notice of the  commencement  thereof and the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  noticed,   to  assume  the  defense  thereof  with  counsel  mutually
satisfactory  to the  parties;  provided,  however,  that an  indemnified  party
(together with all other  indemnified  parties which may be represented  without
conflict by one counsel)  shall have the right to retain one  separate  counsel,
with the reasonable fees and expenses to be paid by the  indemnifying  party, if
representation of such indemnified party by the counsel retained by the












indemnifying  party would be inappropriate due to actual or potential  differing
interests between such indemnified party and any other party represented by such
counsel  in such  proceeding.  The  failure  to  deliver  written  notice to the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action, if prejudicial to its ability to defend such action,  shall relieve such
indemnifying  party of any liability to the indemnified party under this Section
1.10, but the omission so to deliver  written notice to the  indemnifying  party
will not relieve it of any liability that it may have to any  indemnified  party
otherwise than under this Section 1.10.

               (d) If the  indemnification  provided for in this Section 1.10 is
held by a court of competent  jurisdiction  to be  unavailable to an indemnified
party with respect to any loss, liability,  claim, damage or expense referred to
therein,  then the indemnifying  party, in lieu of indemnifying such indemnified
party  hereunder,  shall  contribute  to the  amount  paid  or  payable  by such
indemnified party as a result of such loss, liability, claim, damage, or expense
in such  proportion  as is  appropriate  to reflect  the  relative  fault of the
indemnifying  party on the one hand and of the indemnified party on the other in
connection  with  the  statements  or  omissions  that  resulted  in such  loss,
liability,  claim,  damage or  expense as well as any other  relevant  equitable
considerations;  provided,  that in no event shall any  contribution by a Holder
under this Subsection 1.10(d) exceed the net proceeds from the offering received
by such Holder, except in the case of willful fraud by such Holder. The relative
fault of the indemnifying party and of the indemnified party shall be determined
by  reference  to,  among other  things,  whether  the untrue or alleged  untrue
statement of a material fact or the omission to state a material fact relates to
information  supplied by the indemnifying  party or by the indemnified party and
the parties' relative intent, knowledge, access to information,  and opportunity
to correct or prevent such statement or omission.

               (e)  Notwithstanding  the  foregoing,  to  the  extent  that  the
provisions on  indemnification  and  contribution  contained in the underwriting
agreement  entered into in connection with the underwritten  public offering are
in conflict with the foregoing  provisions,  the provisions in the  underwriting
agreement shall control.

               (f) The obligations of the Company and Holders under this Section
1.10 shall survive the completion of any offering of Registrable Securities in a
registration statement under this Section 1, and otherwise.

          1.11 Reports  Under  Securities  Exchange Act of 1934.  With a view to
making  available to the Holders the benefits of Rule 144 promulgated  under the
Securities  Act and any other rule or regulation of the SEC that may at any time
permit  a  Holder  to sell  securities  of the  Company  to the  public  without
registration or pursuant to a registration on Form S-3, the Company agrees to:

               (a) make and keep public  information  available,  as those terms
are  understood and defined in SEC Rule 144, at all times after ninety (90) days
after  the  effective  date of the  first  registration  statement  filed by the
Company for the offering of its  securities to the general public so long as the
Company remains subject to the periodic reporting requirements under Sections 13
or 15(d) of the Exchange Act;

               (b) take such action, including the voluntary registration of its
Common Stock under Section 12 of the Exchange Act, as is necessary to enable the
Holders to utilize Form S-3 for the sale of their Registrable  Securities,  such
action to be taken as soon as  practicable  after the end of the fiscal  year in
which the first registration  statement filed by the Company for the offering of
its securities to the general public is declared effective;










               (c) file with the SEC in a timely  manner all  reports  and other
documents required of the Company under the Securities Act and the Exchange Act;
and

               (d)  furnish  to any  Holder,  so long  as the  Holder  owns  any
Registrable  Securities,  forthwith upon request (i) a written  statement by the
Company that it has complied with the reporting requirements of SEC Rule 144 (at
any  time  after  ninety  (90)  days  after  the  effective  date  of the  first
registration  statement  filed  by the  Company),  the  Securities  Act  and the
Exchange  Act (at  any  time  after  it has  become  subject  to such  reporting
requirements),  or that it  qualifies as a registrant  whose  securities  may be
resold pursuant to Form S-3 (at any time after it so qualifies),  (ii) a copy of
the most recent annual or quarterly report of the Company and such other reports
and documents so filed by the Company,  and (iii) such other  information as may
be reasonably  requested in availing any Holder of any rule or regulation of the
SEC which permits the selling of any such  securities  without  registration  or
pursuant to such form.

          1.12  Assignment  of  Registration  Rights.  The  rights  to cause the
Company to register  Registrable  Securities  pursuant to this  Section 1 may be
assigned (but only with all related  obligations) by a Holder to a transferee or
assignee of at least 1,000,000 shares of such securities (appropriately adjusted
for any stock split, stock dividend, or other  recapitalization) or to a partner
or  affiliate  (within  the  meaning of Rule 12b-2 of the  Exchange  Act) of the
Holder,provided that (i) the Company is, promptly after such transfer, furnished
with written  notice of the name and address of such  transferee or assignee and
the  securities  with  respect  to which  such  registration  rights  are  being
assigned;  (ii) the  transferee or assignee  agrees to be bound by the terms and
conditions of this Agreement;  and (iii) such assignment shall be effective only
if  immediately   following  such  transfer  the  further  disposition  of  such
securities by the transferee or assignee is restricted under the Securities Act.
Notwithstanding  the limitations set forth in the foregoing  sentence  regarding
the  minimum  number of shares  that must be  transferred,  any Holder that is a
corporation may transfer such Holder's  registration  rights to its wholly-owned
subsidiaries without restriction as to the number of shares transferred.

          1.13 Limitations on Subsequent Registration Rights. Except as provided
in Section  1.1(b) and Section 5.9,  from and after the date of this  Agreement,
the Company  shall not,  without the prior  written  consent of the Holders of a
majority of the  outstanding  Registrable  Securities,  enter into any agreement
with any holder or  prospective  holder of any  securities  of the Company which
would allow such holder or prospective  holder (a) to include such securities in
any registration filed under Section 1.2 hereof,  unless under the terms of such
agreement,  such holder or prospective holder may include such securities in any
such  registration  only to the extent that the inclusion of his securities will
not reduce the amount of the  Registrable  Securities  of the  Holders  which is
included  or (b) to  make a  demand  registration  which  could  result  in such
registration  statement being declared  effective prior to the earlier of either
of the dates set forth in subsection  1.2(a) or within one hundred  twenty (120)
days of the effective date of any registration effected pursuant to Section 1.2.

          1.14 "Market  Stand-Off"  Agreement.  Each Holder  hereby agrees that,
during the period of duration (up to, but not exceeding,  180 days) specified by
the  Company  and an  underwriter  of Common  Stock or other  securities  of the
Company, following the effective date of a registration statement of the Company
filed under the  Securities  Act, it shall not, to the extent  requested  by the
Company  and such  underwriter,  directly  or  indirectly  sell,  offer to sell,
contract to sell  (including,  without  limitation,  any short sale),  grant any
option to purchase or otherwise transfer or dispose of (other than to donees who










agree to be  similarly  bound) any  securities  of the Company held by it at any
time during such  period  except  Common  Stock  included in such  registration;
provided, however, that:

               (a)  such  agreement  shall  be  applicable  to  the  first  such
registration  statement  of the  Company  which  covers  Common  Stock (or other
securities) to be sold on its behalf to the public in an underwritten  offering;
and

               (b) all officers and directors of the Company, and all holders of
one percent or more of the Company's  outstanding Common Stock (including shares
issuable upon conversion of Preferred Stock) enter into similar agreements.

          In order to enforce  the  foregoing  covenant,  the Company may impose
stop-transfer  instructions  with respect to the Registrable  Securities of each
Holder  (and the  shares or  securities  of every  other  person  subject to the
foregoing  restriction)  until the end of such  period,  and each Holder  agrees
that,  if so  requested,  such  Holder  will  execute an  agreement  in the form
provided by the underwriter  containing  terms which are essentially  consistent
with the provisions of this Section 1.14.

          Notwithstanding  the  foregoing,  the  obligations  described  in this
Section  1.14  shall not apply to a  registration  relating  solely to  employee
benefit plans on Form S-1 or Form S-8 or similar forms which may be  promulgated
in the future, or a registration relating solely to a transaction on Form S-4 or
similar forms which may be promulgated in the future.

          1.15 Termination of Registration  Rights.  No Holder shall be entitled
to exercise  any right  provided  for in this Section 1 after the earlier of (i)
one (1) years  following the  consummation of a Qualified IPO, or (ii) such time
as Rule 144 or another  similar  exemption under the Securities Act is available
for the sale of all of such Holder's shares during a three-month  period without
registration.

     2. Covenants of the Company.

          2.1 Delivery of Financial  Statements.  The Company  shall  deliver to
each Holder of at least 1,000,000 shares of Registrable Securities:

               (a) as soon as  practicable,  but in any event within one hundred
twenty  (120) days after the end of each fiscal year of the  Company,  an income
statement  for such fiscal year, a balance sheet of the Company and statement of
stockholder's  equity as of the end of such year,  and a statement of cash flows
for such year,  such  year-end  financial  reports to be in  reasonable  detail,
prepared in accordance with generally accepted accounting  principles  ("GAAP"),
and audited and certified by an independent public accounting firm of nationally
recognized standing selected by the Company or otherwise  reasonably  acceptable
to Holders of a majority of the Registrable Securities then outstanding;

               (b) within  forty-five  (45) days of the end of each quarter,  an
unaudited  income  statement and a statement of cash flows and balance sheet for
and as of the end of such quarter, in reasonable detail; and

               (c) as soon as  practicable,  but in any  event at least  fifteen
(15) days prior to the end of each fiscal year, an operating budget and business
plan for the next fiscal year.













          2.2  Inspection.  The  Company  shall  permit  each Holder of at least
1,000,000 shares of Registrable  Securities,  at such Holder's expense, to visit
and  inspect  the  Company's  properties,  to examine  its books of account  and
records and to discuss the  Company's  affairs,  finances and accounts  with its
officers,  all at such  reasonable  times as may be requested  by the  Investor;
provided,  however,  that the Company  shall not be  obligated  pursuant to this
Section 2.2 to provide  access to any  information  which the Board of Directors
reasonably determines in good faith to be a trade secret or similar confidential
information.

          2.3  Right  of  First  Offer.  Subject  to the  terms  and  conditions
specified in this Section 2.3, the Company  hereby grants to each Major Investor
(as hereinafter  defined) a right of first offer with respect to future sales by
the Company of its Shares (as hereinafter defined). For purposes of this Section
2.3, a "Major  Investor"  shall  mean any  person  who holds at least  1,000,000
shares of the  Preferred  Stock (or the  Common  Stock  issued  upon  conversion
thereof).  For purposes of this Section 2.3, Major Investor includes any general
partners and  affiliates of a Major  Investor.  A Major  Investor who chooses to
exercise the right of first offer may designate as  purchasers  under such right
itself  or  its  partners  or  affiliates  in  such   proportions  as  it  deems
appropriate.

          Each time the Company  proposes to offer any shares of, or  securities
convertible  into or  exercisable  for any shares  of, any class of its  capital
stock  ("Shares"),  the  Company  shall first make an offering of such Shares to
each Major Investor in accordance with the following provisions:

               (a) The  Company  shall  deliver  a notice by  certified  mail or
overnight  courier  ("Notice") to the Major Investors  stating (i) its bona fide
intention  to offer such  Shares,  (ii) the number of such Shares to be offered,
and (iii) the price and  terms,  if any,  upon which it  proposes  to offer such
Shares.

               (b) Within 15 calendar  days after  delivery of the Notice,  each
Major  Investor  may elect to purchase or obtain,  at the price and on the terms
specified  in the Notice,  up to that  portion of such Shares  which  equals the
proportion  that the  number  of  shares of Common  Stock  issued  and held,  or
issuable  upon  conversion  and  exercise  of  all  convertible  or  exercisable
securities then held, by such Major Investor bears to the total number of shares
of Common Stock then  outstanding  (assuming full conversion and exercise of all
convertible or exercisable securities).

               (c) The  Company  may,  during the 60-day  period  following  the
expiration  of the  period  provided  in  subsection  2.3(b)  hereof,  offer the
remaining unsubscribed portion of the Shares to any person or persons at a price
not less  than,  and upon  terms no more  favorable  to the  offeree  than those
specified in the Notice. If the Company does not enter into an agreement for the
sale of the Shares within such period,  or if such agreement is not  consummated
within 60 days of the execution  thereof,  the right provided hereunder shall be
deemed to be revived and such Shares shall not be offered unless first reoffered
to the Major Investors in accordance herewith.

               (d) The right of first offer in this  paragraph  2.3 shall not be
applicable (i) to the issuance or sale of capital stock (or options therefor) to
employees,  consultants,  officers or directors of the Company pursuant to stock
purchase or stock option plans or agreements  approved by the Board of Directors
of the Company (including options granted prior to the date hereof), (ii) to the
issuance of securities in connection with bona fide acquisitions, mergers or











similar  transactions,   (iii)  to  the  issuance  of  securities  to  financial
institutions  or lessors in  connection  with  commercial  credit  arrangements,
equipment financings or similar  transactions,  (iv) to the issuance and sale of
the Series D Preferred  Stock under the Purchase  Agreement and the Common Stock
issued upon conversion of the Series A, Series B, Series C or Series D Preferred
Stock,  (v) to the issuance of  securities  in a public  offering of  securities
pursuant to a registration statement filed under the Securities Act, (vi) to the
issuance  of  securities  pursuant  tothe  conversion  or  exercise  of options,
warrants,  notes, or other rights to acquire securities of the Company, or (vii)
to the issuance of securities pursuant to stock splits,  stock dividends or like
transactions.

          2.4  Employee   Confidential   Information  and  Invention  Assignment
Agreements. The Company will require that all future employees,  consultants and
officers  having  access  to  proprietary   information   execute   Confidential
Information  and  Invention  Assignment  Agreements  substantially  in the  form
currently  used by the Company and that such form may not be altered in a manner
adverse to the Company without the approval of the Company's President.

          2.5  Termination of Covenants.

               (a) The covenants  set forth in Sections 2.1 through  Section 2.3
shall  terminate as to each  Investor  and be of no further  force or effect (i)
upon the  consummation  of a Qualified  IPO, or (ii) when the Company  shall (A)
sell,  convey,  or otherwise dispose of all or substantially all of its property
or business or merge or  consolidate  with any other  corporation  (other than a
wholly-owned  subsidiary  corporation) where the stockholders of the Company own
less than fifty percent (50%) of the voting power of the surviving  entity after
such merger or  consolidation  or (B) effect any other  transaction or series of
related  transactions in which more than fifty percent (50%) of the voting power
of the Company is disposed  of,  provided  that this  subsection  (ii) shall not
apply to a merger effected  exclusively for the purpose of changing the domicile
of the Company.

               (b) The  covenants  set  forth  in  Sections  2.1  and 2.2  shall
terminate  as to each  Holder  and be of no  further  force or  effect  when the
Company first becomes subject to the periodic reporting requirements of Sections
13 or 15(d)  of the  Exchange  Act,  if this  occurs  earlier  than  the  events
described in Section 2.5(a) above.

     3.   Standstill Agreement.

          3.1 No Increase of Ownership Interest.  At any time following the date
of this  Agreement,  except with the prior written  consent of a majority of the
Company's Board of Directors (excluding the vote of any director(s) appointed by
the respective  Investor or otherwise  affiliated with such Investor),  no Major
Investor,  together  with any  persons or  entities  affiliated  with such Major
Investor  (collectively,  the "Standstill  Investor"),  shall acquire beneficial
ownership  (as defined in Rule 13d-3 of the Exchange  Act) of any  securities of
the Company  entitled to vote with respect to the  election of any  directors of
the Company ("Voting Securities"),  any security convertible into,  exchangeable
for, or exercisable  for, or that may become any Voting  Securities or any other
right to acquire Voting Securities (such Voting Securities and rights to acquire
Voting Securities are collectively referred to herein as "Securities"), if after
such  acquisition,   the  Voting  Securities  then  beneficially  owned  by  the
Standstill  Investor  represent  more than the Standstill  Investor's  Threshold
Percentage  (defined below) of the Company's then outstanding  Voting Securities
(assuming  the  conversion,   exchange  and/or  exercise  of  all   convertible,
exchangeable and exercisable  securities,  including all securities reserved for
issuance under the Company's stock plans); provided









however,  that if at any  time the  Voting  Securities  beneficially  owned by a
Standstill  Investor  shall  represent  less than or the same as the  Standstill
Investor's Threshold Percentage, and, subsequently and solely as a result of the
Company's  repurchases  of Voting  Securities or a  recapitalization  of all the
Company's  capital  stock,  the  Voting  Securities   beneficially  owned  by  a
Standstill  Investor shall then  represent  more than the Standstill  Investor's
Threshold  Percentage,  then  such  Standstill  Investor  shall not be deemed in
violation of this Section 3.1 for so long as such  Standstill  Investor does not
purchase  or  acquire  additional  Voting  Securities.   For  purposes  of  this
Agreement,  the "Standstill  Investor's Threshold  Percentage" shall be equal to
40.0% for each Standstill Investor.  Notwithstanding the foregoing, for purposes
of this  Section 3.1 and for  purposes of Sections  3.2,  3.3, 3.4 and 3.5 only,
John  Southerland and marlen Johnson shall not be considered a "Major  Investor"
and shall not be deemed a "Standstill Investor".

          3.2 Notice of Voting Securities  Purchases.  Each Standstill  Investor
shall notify the Company as to any future acquisition of beneficial ownership of
Voting Securities,  or rights thereto,  within ten (10) business days after such
action in order for the  Company  to monitor  compliance  with the terms of this
Agreement.

          3.3 Acts in Concert with Others.  The  Standstill  Investor  shall not
join a partnership, limited partnership,  syndicate or other group, or otherwise
act in  concert  with  any  third  person,  for the  purpose  of  acquiring  any
Securities that would exceed such Standstill Investor's Threshold Percentage.

          3.4  Termination of Standstill  Agreement.  The covenants set forth in
this Section 3 shall terminate as to each Standstill  Investor on the earlier of
(i)  August  10,  2000 or (ii)  when the  Company  shall (A)  sell,  convey,  or
otherwise  dispose of all or  substantially  all of its  property or business or
merge or  consolidate  with any other  corporation  (other  than a  wholly-owned
subsidiary  corporation)  where the  stockholders  of the  Company own less than
fifty  percent  (50%) of the voting  power of the  surviving  entity  after such
merger or consolidation or (B) effect any other transaction or series of related
transactions  in which more than fifty  percent (50%) of the voting power of the
Company is disposed of, except in each case a merger  effected  exclusively  for
the purpose of changing the domicile of the Company.

          3.5  Permitted  Transaction.  Notwithstanding  the  provisions of this
Section 3, on and after the eleventh  business day after the  commencement  of a
proxy contest, tender offer or exchange offer which could result in a "Change of
Control  Transaction"  (as defined  below) for  outstanding  Securities or on or
after the public  announcement  that the Company has entered  into an  agreement
with a third party not affiliated with the Company that would result in a Change
of Control  Transaction,  the  Standstill  Investor shall be permitted to make a
proposal to the  Company's  Board of Directors or  shareholders  or to tender or
exchange any Securities  beneficially  owned by it pursuant to such transaction.
As used  herein,  "Change of Control  Transaction"  shall mean (A) any tender or
exchange  offer,  merger,  consolidation,  re-capitalization  or other  business
combination  or  transaction  pursuant  to which  either (i) the  holders of the
outstanding  voting power  immediately  prior to the transaction would hold less
than 50% of the  outstanding  voting  power  outstanding  immediately  after the
transaction  or (ii)50% of the assets of the Company would be  transferred to or
controlled by a third party not affiliated with the Company, except in each case
a merger  effected  exclusively  for the purpose of changing the domicile of the
Company,  or (B) any action by the  shareholders  of the Company that results in
the directors,  who as of the date of Closing  constitute the Company's Board of
Directors (the "Incumbent Board"), ceasing to constitute











at least a majority of the Company's Board of Directors; provided, however, that
any  individual  becoming a  director  subsequent  to the date of Closing  whose
nomination for election by the  shareholders  of the Company was approved by the
vote of the Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board.

     4.   Sales Mr. John Southerland or Mr. Marlen Johnson

          4.1 Right of First Refusal. Before any shares of the Company's capital
stock  ("Stock")  held by John  Southerland  or Marlen  Johnson  (including  its
affiliated funds) each a "ROFR Investor") may be sold or otherwise  transferred,
the Company or its  permitted  assignee  under Section 4.2 shall have a right of
first  refusal to purchase such Stock on the terms and  conditions  set forth in
this Section 4 (the "Right of First Refusal").

               (a)  Exercise  of  Right  of First  Refusal.  At any time  within
fifteen (15) business days after  receipt of the Seller  Notice,  the Company or
its assignee may, by giving written notice to the Seller,  elect to purchase all
of the  Stock  proposed  to be  transferred  to any one or more of the  Proposed
Transferees,  at the purchase price determined in accordance with subsection (c)
below.

               (b) Purchase. The purchase price ("Purchase Price") for the Stock
purchased  by the  Company or its  assignee  under  this  Section 4 shall be the
Offered Price. If the Offered Price includes  consideration other than cash, the
cash equivalent value of the non-cash  consideration  shall be determined by the
Board of Directors of the Company in good faith.  Payment of the Purchase  Price
shall be made,  at the  option of the  Company or its  assignee(s),  in cash (by
check),  by cancellation of all or a portion of any outstanding  indebtedness of
the Seller to the Company  (or, in the case of purchase by an  assignee,  to the
assignee), or by any combination thereof within 30 days after the Company or its
assignee provides the written notice to the Seller as provided in subsection (b)
above.

               (d)  Seller's  Right to  Transfer.  If the Stock  proposed in the
Seller Notice to be  transferred is not purchased by the Company or its assignee
as provided in this  Section 4, then the Seller may sell or  otherwise  transfer
such  Stock to that  Proposed  Transferee  at the  Offered  Price or at a higher
price,  provided that such sale or other transfer is consummated  within 90 days
after the date of the Seller  Notice and provided  further that any such sale or
other transfer is effected in accordance with any applicable securities laws. If
any Stock  described  in the Seller  Notice is not  transferred  to the Proposed
Transferee  within such period, or if the Seller proposes to change the price or
other terms to make them more favorable to the Proposed Transferee, a new Seller
Notice  shall be given to the  Company and the other  Investor,  and the Company
and/or its assignee shall again be offered the Right of First Refusal before any
Stock held by the Seller may be sold or otherwise transferred.

               (e) Reissuance of Repurchased  Shares. Any Stock purchased by the
Company under this Section 4 from Investor may be retired by the Company or held
by the  Company as  treasury  stock,  but such Stock may not be  reissued by the
Company  without the prior  written  consent of the  non-selling  Investor  (the
"Non-Selling Investor").

          4.2  Assignment  of Right of First  Refusal.  In the case of  proposed
sales or transfers of Stock by a Investor,  the Company agrees that in the event
that the Company  declines to exercise the Right of First  Refusal,  the Company
will provide the Non-Selling Investor with notice of such determination at least
five (5)  business  days  prior to the end of the  period  in which the Right of
First Refusal expires under Section 4.1(b). The Non-Selling  Investor shall then
have the right, exercisable by notice prior to the end of such










period, to exercise such Right of First Refusal as the Company's  assignee.  Any
Stock  purchased by a Investor under this Section 4.2 shall not be deemed Voting
Securities  under  Section  3.1  for  purposes  of  calculating  the  Standstill
Investor's  Threshold  Percentage.  The Right of First  Refusal is not otherwise
assignable by the Company.

          4.3  Permitted Transactions.  The provisions of this Section 4 shall
not pertain or apply to:

               (i)    Stock sold pursuant to a registration statement filed
under the Securities Act;

(ii)     Distributions of Stock by john southerland or marlen
Johnson to its businesspartners and
subsequent resales of such Stock;

          4.5 Legended  Certificates.  Each certificate  representing  shares of
Stock of the Company now or  hereafter  owned by the  Investors or issued to any
Permitted  Transferee  pursuant to Section  4.3(iii)  shall be endorsed with the
following legend:

          "THE  SALE,  PLEDGE,  HYPOTHECATION  OR  TRANSFER  OF  THE  SECURITIES
          REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS
          OF A CERTAIN  RIGHT OF FIRST  REFUSAL BY AND BETWEEN THE  STOCKHOLDER,
          THE  CORPORATION  AND  CERTAIN  HOLDERS  OF  PREFERRED  STOCK  OF  THE
          CORPORATION.  COPIES OF SUCH  AGREEMENT  MAY BE OBTAINED  UPON WRITTEN
          REQUEST TO THE SECRETARY OF THE CORPORATION."

          The foregoing legend shall be removed upon termination of the Right of
First Refusal in accordance with the provisions of Section 4.6.

          4.6 Termination of Right of First Refusal.  The Right of First Refusal
under this Section 4 shall  terminate at such time as the covenants set forth in
Section 3 shall have terminated pursuant to Section 3.4 above.

     5.   Miscellaneous.

          5.1  Successors  and  Assigns.  Except as  otherwise  provided in this
Agreement, the terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the  respective  permitted  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. A Holder that is
a corporation may assign or transfer such Holder's rights and obligations to its
wholly-owned  subsidiaries  without  restriction  as to  the  number  of  shares
acquired.

          5.2 Amendments and Waivers.  Any term of this Agreement may be amended
or waived  only with the  written  consent of the  Company and the holders of at
least  two-thirds  (2/3) of the  Registrable  Securities then  outstanding.  Any
amendment or waiver  effected in accordance with this paragraph shall be binding
upon each holder of any  Registrable  Securities then  outstanding,  each future
holder of all such Registrable Securities, and the Company.













          5.3  Notices.  Unless  otherwise  provided,  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,  and addressed to
the party to be  notified  at such  party's  address  or fax number as set forth
below or on Exhibit A hereto or as subsequently modified by written notice.

          5.4 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.

          5.5  Governing  Law.  This  Agreement  and all acts  and  transactions
pursuant hereto shall be governed,  construed and interpreted in accordance with
the laws of the  State  of  Navada,  without  giving  effect  to  principles  of
conflicts of laws.

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

          5.7  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.




     The parties have executed this Investors'  Rights  Agreement as of the date
first above written.

COMPANY:                               INVESTORS:

VOYAGER GROUP LTD                      Johnson Southerland





By: Michael Johnson                By: John Southerland

   ---------------------              ------------------
   Vice president




                               By: Marlen Johnson


                                  -------------------




      INVESTORS RIGHTS AGREEMENT

          EXHIBIT A
         INVESTORS


          Name and Address
---------------------------------------

John Southerland
 ADDRESS





Marlen Johnson
ADDRESS