The Voyager Group, LTD.
6354 Corte Del Abeto
Suite F
Carlsbad, Ca 92009

File number # 15403-1996.

Designation  of  Rights,  Privileges,   Preferences,   Powers,   Qualifications,
Limitations &  Restrictions  of  Convertible  Preferred  Stock Series J - 1999 &
Royalty Certificates.

Pursuant  to the  provisions  of  Sections  78-195,199.5  & 87-196 of the Nevada
General Corporate laws, the undersigned  corporation hereby adopts the following
Designation  of  Rights,  Privileges,   Preferences,   Powers,   Qualifications,
Limitatiions  &  Restriction  of the  Convertible  Preferred  Series"J"-1999,  &
Royalty Certificates

           {The Designations}

FIRST:

             The name of the corporation Is

               Voyager Group Ltd.

SECOND:

            The following resolution  established a Convertible  Preferred Stock
Series J - 1999  (hereinafter  referred  to as "J")  consisting  of One  Hundred
Shares, Par Value $0.001, & Royalty  Certificates  consisting of four percent of
the total gross sales  recorded by the company and duly  adopted by the Board of
Directors  and  majority  shareholders  of the  corporation  on June 13, 1999 in
accordance with the Nevada General Corporate Law:

         RESOLVED,

                            The Board of Directors and majority shareholders has
                  hereby   created  a  Convertible   stock   designated  as  the
                  "Convertible  Preferred  Stock Series J - 1999"  consisting of
                  one   hundred   shares,   par  value-   $0.001,   and  royalty
                  certificates with the following Powers,  Preferences,  Rights,
                  Qualifications, Limitations, & Restrictions so listed:




                                  {DESIGNATION}







1. LIQUIDATION

1.01     In the event of any voluntary or involuntary or liquidation's (whether
  complete  of  partial),  dissolution,  or winding up of the  corporation,  the
  holders of series "J" shares shall be entitled to be paid out of the assets of
  the corporation  available for distribution to its shareholders,  whether from
  Capital, Surplus or Earnings, an amount in cash equal to the net book value of
  the corporation on the date of liquidation, plus all unpaid dividends, whether
  or not previously declared, accrued thereon to the date of final distribution.
  Know  distribution  shall be made of any common stock,  convertible  preferred
  stock AA 1996 or any other series of  preferred  stock of the  corporation  by
  reason of any  voluntary  or  involuntary  liquidation  (whether  complete  or
  partial),  dissolution or winding up of the corporation  unless each holder of
  series "J" shall have  received  all  amounts to which such series "J" holders
  shall be entitled under this subsection 1.01.

1.02     If on any liquidation (whether complete or partial), dissolution or
  winding up of the assets of the  corporation  available  for  distribution  to
  holders of series "J" shall be  insufficient to pay the holders of outstanding
  series "J" the full amount to which they  otherwise  would be  entitled  under
  section 1.01,  the assets of the  corporation  available for  distribution  to
  holders of series "J" shall be  distributed to them on the basis of the number
  of shares of series "J" stock held by each such holder

1.03     Certain Acquisitions.

A.       Demand Liquidation. For the purposes of this
Section 1.03 a liquidation,  dissolution or winding up of the corporation  shall
be  deemed to occur if the  corporation  shall  (i)  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  corporation  own less than  fifty
percent 50% of the voting  power of the  surviving  entity  after such merger or
consolidation  or (ii)  effect  any  other  transaction  or  series  of  related
transaction  in which more than  fifty  percent  50% of the voting  power of the
corporation  is disposed of provided  that this  Section 1.03 shall not apply to
merger effected solely for the purpose of changing domicile of the corporation.

B.       Valuation of Consideration. In the event of
a demand  liquidation as described in Section 1.03(i) above if the consideration
received by the corporation is other than cash its value will be deemed its fair
market value.

        Any securities shall be valued as follows:

          1.Securities not subject to investment letter
            or other similar restriction on free
            marketability:





           a.If traded on a securities  exchange or the NASSDAQ stock market the
             value shall be the average of the closing  prices of the securities
             on such  exchange  over the thirty day period ending three (3) days
             prior to the closing;

           b.If actively traded over the counter, the value
             shall be deemed to be the average of the
             closing bid or sale prices which ever is
             applicable over the thirty  day period ending
             thirty days prior to he closing; and

           c.If there is no active  public  market,  the value shall be the fair
             market value there of, as mutually  determined  by the  corporation
             and the  holders of at least a  majority  of the voting of all then
             outstanding series "J" preferred stock.

           d.The method of valuation of securities  subject to investment letter
             or other restrictions on free marketability  (other than restricted
             arising solely by virtue of a stockholder's  status as an affiliate
             or former  affiliate  shall make an  appropriate  discount from the
             market value determined as above is Section
              1.03(B)(1) to reflect the  approximate  fair market value thereof,
              as mutually  determined by the corporation and the corporation and
              the holders of at least a majority of the voting power of all then
              outstanding shares of series "J" preferred stock.

C. Notice of transaction.  The corporation  shall give each holders of record of
series "J" Preferred  stock written  notice of such  impending  transaction  not
later than (10) days  prior to the  closing of such  transaction,  whichever  is
earlier,  and shall also notify such holders in writing of the final approval of
such  transaction.  The first of such notices shall  describe the material terms
and conditions of the impending  transaction  and the provisions of this Section
1.03 and the corporation  shall  hereinafter  give such holders prompt notice of
any material  changes.  The transaction shall in no event take place sooner than
then (10) days after the  corporation  has given the first  notice  provided for
herein or sooner than five (5) days after the  corporation  has given  notice of
any material changes provided for herein.






D.       Effect of Noncompliance. In the event the
requirements  of Section 1.03 1 are not complied  with,  the  corporation  shall
forthwith either cause the closing of the transaction to be postponed until such
requirement have been complied with or cancel such  transaction,  in which event
the Rights, Preferences and Privileges of the holders of the "J" preferred stock
shall  revert  to and be the same as such  rights,  preferences  and  privileges
existing  immediately  prior  to the date of the  first  notice  referred  to in
Section 1 (103)(1) hereof.


2.VOTING RIGHTS

201 The holder of Series J" preferred stock shall have the right to vote 220,000
share of common stock for one share of Series "J" preferred  stock,  which could
be converted to common  stock and with respect to such vote such  preferred  "J"
holder shall have full voting  rights and powers equal to the voting  rights and
powers of the  holders  of  common  stock and be  entitled  notwithstanding  any
provisions  thereof  to of any  stockholders'  meeting  in  accordance  with the
by-laws of the corporation and shall be entitled to vote,  together with holders
of common stock, with respect to any question upon which holders of common stock
have the right to vote.

2.02   The holders of series "J' preferred stock shall have the
right to vote as a separate class of stock.


3.DIVIDENED PROVISIONS

3.01 J" series  holders as a class is entitled  to  establish  dividends,  which
shall be  entitled to receive  dividends,  out of any assets  legally  available
hereof,  prior and in  preference  to any  decoration of payment of any dividend
(payable other than in Common stock or other  securities and rights  convertible
into or  entitling  the  holder  thereof  to  receive,  directly  or  indirectly
additional  shares of common  stock of the  corporation).  Series "J"  preferred
stock is adjusted for any stock dividends combinations splits, re-capitalization
and the like if  declared by the Board of  Directors.  Such  dividends  shall be
cumulative.  In addition, in the event dividends are paid on any share of common
stock,  an  additional  dividend  shall be paid with respect to all  outstanding
shares of "J" preferred stock in an amount equal per share if and when issued as




converted basis to the amount paid or set aside
for each share of common stock of the corporation
whenever funds are legally available thereof when
as and if declared by the Board of Directors.

4.REDEMTION.

4.01    The "J" series Preferred Stock is not
Redeemable.

5.CONVERSION OF "J" SERIES PREFERRED STOCK.

5.01 Holders of record of any series "J" shares shall have the rights,  at there
option,  any time after  issuance of said  series,  to convert each share of "J"
series  surrendering,  their  certificates'  "J" series for converted  corporate
common stock,  for which there is know charge into such number of fully paid and
non-accessible common stock.

5.02  Series "J" "Conversion Rights" are as follows:

      1.Series J" conversion ratio to common stock
          of the corporation is one "J" series for
          two hundred twenty thousand common shares.

     2.Automatic  Conversion.  "J" Series  preferred shall convert  Converted to
      shares of common stock at the so stated  conversion ration of common stock
      except as  provided  below in  Section  6, the  corporation's  sale of its
      common stock in an underwritten public offering pursuant to a registration
      statement  under the securities  act of 1933, as amended (the  "Securities
      Act "), the  public  offering  price of which is not less than  $10.00 per
      share (appropriately adjusted for any stock split, dividends,  combination
      or other  re-capitalization)  and which  results in gross cash proceeds in
      excess of $15,000,000  and (ii) the date  specified by written  consent or
      agreement of the holders of at least two thirds (2/3) of then  outstanding
      shares of "J" series preferred stock voting as a class.

     3.Mechanics  of  Conversion.  Before  any  holder  of  series  "J" shall be
      entitled  to  convert  the same  into  shares of  common  stock,  he shall
      surrender the certificate or certificates  therefore,  duly endorse at the
      office of the corporation or of any transfer agent for such series and






      shall give written notice to the  corporation  at its principal  corporate
      office of the  election to convert  the same and shall  state  therein the
      name of names in which  the  certificate  or  certificates  for  shares of
      common stock are to be issued.  If the conversion is in connection with an
      underwritten  offering or securities registered pursuant to the Securities
      Act the  conversion  may at the  option of any holder  tendering  such "J'
      series  stock for  conversion,  be  conditioned  upon the closing with the
      underwriter of the sale of securities pursuant to such offering,  in which
      event the person(s)  entitled to receive  common stock upon  conversion of
      such "J"  series  shall not be deemed to have  converted  such  series "J"
      until immediately prior to the closing of such sale of securities.  If the
      conversion is on connection  with an  underwritten  offering of securities
      registered pursuant to the Securities Act the conversion may at the option
      of any holder  tendering such Series "J" preferred stock for conversion be
      conditioned  upon  the  closing  with  the  underwriters  of the  sale  of
      securities  pursuant  to such  offering  in  which  event  the  persons(s)
      entitled to receive common stock upon  conversion of such Series "J" shall
      not be deemed to have  converted  such  series "J"  preferred  stork until
      immediately prior to the closing of such sale of securities.

6.Conversion adjustments for splits and combination and
     other distribution of series "J" preferred.

6.01     Common stock splits:

    1.Reverse common stock splits:
      If number of shares of common stock outstanding at any time after purchase
      date of  series  "J" is  decreased  by a  combination  of the  series  "J"
      preferred  stock, the conversion ratio for each series "J" preferred shall
      remain the same so that the number of shares of common  stock  issued upon
      conversion  of each share of series "J" shall  increase in  proportion  to
      such decrease in outstanding common shares.

   2.Forward stock splits:
     If the  number  of shares of common  stock  outstanding  at any time  after
     purchase date of series "J" is increased by a combination conversion ration
     for each  series  "J"  preferred  shall be  increased  the same so that the
     number of shares of common stock issued on conversion of each share of such
     series "J" shall  increase in proportion  to such  increase in  outstanding
     common shares.




6.02     Common Stock Equivalents
Means  outstanding  common stock or the determination of holders of common stock
entitled  to  receive a dividend  or other  distribution  payable in  additional
shares of common stock or other  securities or rights  convertible in additional
shares of  common  stock or other  securities  or rights  convertible  into,  or
entitling the holder thereof to receive directly or indirectly additional shares
of common stock. Series "J" Preferred stock shall be entitled to a proportionate
share of any such distribution.

6.03     Other distributions.
In the event the corporation shall declare a distribution  payable in securities
of other persons,  evidences of indebtedness  issued by the corporation or other
persons assets  excluding cash dividends or options or rights not referred to in
this  document  the  holders  of series "J"  preferred  shall be  entitled  to a
proportionate share of any such distribution.


7.KNOW IMPAIRMENT.

7.01  Corporation  will not, by amendment of its certificate of Incorporation or
through   any   reorganization,    re-capitalization,    transfer   of   assets,
consolidation,  merger  dissolution  issue or sale of  securities  or any  other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the corporation,  but will at
all times in good faith assist in the carrying out of all the provisions of this
document and in the taking of all such action as may be necessary or appropriate
in order  to  protect  the  rights  or  Series  "J"  preferred  sharers  against
impairment.

8.KNOW FRACTION SHARES AND CERTIFICATE AS TO ADJUSTMENTS.

8.01     Know fractional shares shall be issued upon the
conversion of any share or shares of series "J" the number of
shares of common stock to be issued shall be rounded to the
nearest whole share.

8.02    The corporation shall upon the written request at any time of any holder
of Series J" Preferred  stock furnished or cause to be furnished to such holders
a like certificate  setting forth (a) such  adjustments or  readjustments,(b)the
conversion ration for series "J" at the time in effect and the additional shares
of common stock and the amount if any of other  property which at the time would
be received upon conversation of a share of series "J" preferred stock







9.RESERVATION OF STOCK ISSUSBLE UPON CONVERSION.

9.01 The  corporation  shall at all times reserve and keep  available out of its
authorized  but  un-issued  shares of common  stock,  solely for the  propose of
effecting the  conversion  of the shares of the series "J" preferred  stock such
number of its shares of common stock as shall from time to time be sufficient to
effect the  conversion  of all  outstanding  shares of such series "J" preferred
stock and if at any time the number of authorized but unissued  shares of common
stock  shall be  sufficient  to effect the  conversion  of all then  outstanding
shares of such series "J" preferred  stock in addition to such other remedies as
shall be available to the holders of such preferred stock the  corporation  will
take such  corporate  action as may in the option of its counsel be necessary to
increase its authorized  but unisssued  shares of common stock to such number of
shares as shall be sufficient for purposes of this document.

10.NOTICES.

10.01 Any notice  required by the provisions of the Section 5 to be given to the
holders of series "J"  preferred  stock shall be deemed  given:  (I)upon  person
delivery  to the party to be  notified;  (ii) when  sent by  confirmed  telex or
facsimile as sent during normal business hours of the recipient;  if not then on
the next  business  day;  (iii)  one (1) day  after  deposit  with a  nationally
recognized  overnight  courier,   specifying  next  day  delivery  with  written
verification  of receipt;  or (iv) five (5) days after having been  deposited in
the United States mail postage  prepaid.  All notices shall be addressed to each
holder of record at his address appearing on the books of the corporation.

11.PROTECTIVE PROVISIONS

11.01 So long as at least  one (1)  shares  of  series  "J"  preferred  stock is
outstanding  (as adjusted for stock  splits,  stock  dividends  combinations  or
re-capitalization's  and the  like),  the  corporation  shall not  without  fist
obtaining the approval (by vote or written  consent,  as provided by law) of the
holders of at least two thirds  (2/3) of then  outstanding  shares of Series "J"
preferred stock, voting together as a class:

a.        authorize or issue, or obligate itself to issue any other
             equity security,  including any other security  convertible into or
             exercisable of or any equity security having a preferences, over or
             being party with,  the Series "J" with respect to voting  dividends
             conversions or upon liquidation;
b.        effect a liquidation dissolution or winding up of the
             corporation or a transaction described in sections above;
             declare or pay any dividends to the holders of shares of common
             stock or other preferred stock;






c.       amend, alter or appeal the corporation's certificate
             of  Incorporation  or bylaws or take any other  action,  whether by
             merger  consolidation  or  otherwise  in manner that would alter or
             change the rights preferences or privileges of the shares of Series
             "J"  preferred  stock so as to affect  adversely the shares of such
             class.

12.STATUS OF CONVERTED SERIES "J" PREFERRED STOCK.

12.01 In the event any shares of series "J" preferred  stock pursuant to Section
(5) Hereof,  the shares so converted shall be retired and canceled and shall not
be reissued by the corporation. The certificate incorporation or the corporation
shall be  appropriately  amended to effect the  corresponding  reduction  in the
corporation's  authorized capital stock. No shares of Series "J" preferred stock
acquired  by the  corporation  by reason or  redemption,  purchase or other wise
shall be reissued.

13.SERIES "J" PREFFERED STOCK

13.01 The corporation shall be entitled to treat the person whose name any share
of its  series"J"is  registered  as the owner thereof for all purposes and shall
not be bound to  recognizes  any equity or other claim to or  interest  in, such
series "J" the part of any other person,  whether or not the  corporation  shall
have thereof, except as expressly provided by applicable law.


14.PURSCHASERS OF SERIES "J" PREFERRED STOCK;
      "INVESTORS RIGHTS AGREEMENT"

14.01    July 13, 1999-52% majority of the special meeting of shareholders
adopted by a unanimously vote. Resolved: the company, purchaser
and the parties thereto shall have executed and delivered the
"Investor's Right's Agreement" to the secretary of the
corporation attached as Exhibit A.

15.ROYALITY CERTIFICATES

15.01    Royalty Certificates are issued at the time of closing
of Series "J" preferred stock to purchases. Only "Major
Investors" meaning investors owning over 10 Series
"J" preferred stock(or common stock issued upon conversion
there of).

15.02  Royalty  Certificate  carry a "Right of Fist  Offer"  subject to the term
conditions  specified herein. 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
document and








section 2.3 of the "Investors  Right  Agreement" a major investor shall mean any
person who holds a least 10 shares of the  preferred  stock (or the common stock
issued upon conversion thereof).  For purpose of the document and section 2.3 of
the above mentioned  "Investor  Rights  Agreement" major investor who chooses to
exercises 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.


A.       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 Investors" in
      accordance with the following provisions:

      1.The company shall deliver a notice by certified mail or
      overnight courier (notice) to the major investors stating (i) its
      bona file intention to offer such shares, (ii) the number of
      shares to be offered and (iii) the price and terms, if any upon
      which it proposes to offer such shares.

      2.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 Series "J"  preferred  stock
      then held by such "Major Investors" bears to the total number of shares of
      common stock  outstanding  (assuming  full  conversion and exercise of all
      convertible or exercisable securities.

      3.The company may,  during the 60 day period  following the  expiration of
      the period provided in subsection  2.3(b) of "Investor Rights  Agreement",
      offer the  remaining  unsubscribe  portion  of the shares to any person or
      persons at a price not less than,  and upon the terms no more favorable to
      the offeree than those  specified  in the Notice.  If the company dose not
      enter into a 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 rights provided  hereunder shall be deemed to be revived and
      such shares  shall not be offered  unless first  re-offered  to the "Major
      Investors" in accordance herewith.

         4.The  "Right  of  First  Offer"  shall  not be  applicable  (i) to the
         issuance or sale of capital  stock (or option  thereof)  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 acquitions  mergers
         or  similar  transactions  (iii)  to  the  issuance  of  securities  to
         financial   institutions   or  leseors  in   connection   with   credit
         arrangements, equipment financing or similar transactions, (iv) sale of
         series "J" preferred  stock and the common stock issued upon conversion
         of the Series "J" 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 to the  conversion  or exercise of options  warrants  notes or
         other  rights to  acquire  securities  of the  company or (viii) to the
         issuance of  securities  pursuant to stock splits,  stock  dividends or
         like transactions.

   B.Termination of "Rights to First Offer".
     1.The  convents  set forth herein and section 2.3 of the  "Investor  Rights
    Agreement"  shall terminate as to each "Major 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 merger 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 of the surviving entity after such merger is consolidation or (b)
    effect any other transaction or series of related  transaction 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  affected
    exclusively for the purpose of changing the domicile of the company.
     2.The convents set forth herein document and section 2.3 of
    "Investor Right Agreement" shall terminate as to each holder and be
    of no further force of effect when the company first becomes subject
    to the periodic reporting requirement of Section 13 or 15 (d) of the
    Exchange Act.

16       ROYALITY CERTICATE -PERPETUAL EXISTENCE-

16.01    Royalty Certificates represent a perpetual royalty payment of
four percent 4% on or before the 15th of each month
following the starting month when gross sales of the company
exceeds one hundred twenty thousand per month.
      1.Payment from the company to the royalty certificate holder hall begin on
       the 15th each month upon the  company's  total  Company  sales exceed one
       hundred  twenty  thousand per month.  Gross sales for this purpose  shall
       mean the entire selling price  computed on a cash basis,  of all products
       sold by the company.
      2.Monthly payments received by royalty certificate holders shall
       remain binding for the corporate life of company and subsidiaries
       including but not limited to the reorganizations combinations,
       mergers herein.









17.ROYALITY CERTICATE PAYMENT NON-TERMINATION.

17.01    The Board of Director of neither the company nor a majority of
shareholders shall terminate this four (4%) royalty payment of
the total gross sales recorded by the company.

17.02  The  Royalty  Certificate  holders  only  may  unilaterally,  at any time
terminates royalty payment or any singular section herein.

18.DEFAULT OF ROYALITY PAYMENT MONTHLY.

18.01 In any month that the company  shall be in default of its Monthly  payment
to Royalty  Certificate  holders  the  company  understands  and agrees that the
Royalty  Certificate  holders  shall  charge a penalty  of 18% of the  amount in
default.  Holders of  Royalty  Certificates  can  jointly  take legal  action if
default is over 60 days past due.

19.ROYALITY CERTIFACTE HOLDER-LAW SUITE.

19.01 In the event the company  should decide to bring lawsuit  against  royalty
certificate   holders.  The  Board  of  Director  of  the  company  or  majority
shareholders  nor the officers of the company shall not stop the monthly payment
from the company to the Royalty  Certificate Holders herein during the course of
the law suite. The Company's Royalty Payment monthly to Certificate holders must
continue  until the sooner of the time when judgment is determed in favor of the
company or the parties settle the matter.





          In witness whereof, the following  Designation of Rights,  Privileges,
Preferences, Qualifications, Limitations & Restrictions of Convertible Preferred
series "J" 1999 & Royalty  Certificates  the company has been  executed this day
Aug 24, 1999.



THE VOYAGER GROUP LTD
Michael Johnson

-------------------------
Vice President & Secretary
Director