Exhibit 10.5

                 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

      THIS AMENDMENT TO LOAN AND SECURITY AGREEMENT and REVOLVING PROMISSORY
NOTE (the "Second Amendment") is entered into this 25th day of April, 2003, by
and between VOYAGER ENTERTAINMENT INTERNATIONAL, INC., a North Dakota
corporation ("Borrower"), VOYAGER VENTURES, INC., a Nevada corporation and
wholly owned subsidiary of Borrower ("VVI") and DAN FUGAL, an individual
("Lender"), sometimes hereinafter referred to individually as a "Party" or
collectively as the "Parties."

      1. The Parties agree to modify the recitals of that certain Loan and
Security Agreement dated November 15, 2002 (the "Agreement"), as amended by
agreement on February 15, 2003 as follows:

      WHEREAS, Borrower has entered into various financing arrangements with
      Residential Resources Financial Services, Inc. ("RRI") to provide $100
      million in bond/security financing (the "Development Financing") for
      development of a mixed-use entertainment complex located in Las Vegas,
      Nevada (the "Project");

      WHEREAS, as part of the Development Financing with RRI, Borrower has
      committed to pay for certain itemized costs to enable RRI to have the
      bond/security offering credit enhanced to a "AAA" credit rating (the
      "Credit Enhancement");

      WHEREAS, Borrower has requested an extension of credit from Lender for the
      use and benefit of Borrower for the Credit Enhancement and other
      components of the Project, to be secured by certain personal property and
      other assets of VVI; and

      WHEREAS, Lender is willing to make available to Borrower a credit facility
      in the form of a line of credit, subject and pursuant to all of the
      covenants, conditions and provisions of this Agreement.

      WHEREAS, Borrower has been unable to secure the Credit Enhancement through
      the efforts of RRI and therefore has been required to continue its best
      efforts to secure the needed financing for the Project;

      WHEREAS, Lender understands that Borrower is in need of sufficient funds
      to maintain its business operations as it pursues the needed financing for
      the Project and is therefore willing to extend an additional TWO HUNDRED
      THOUSAND DOLLARS AND NO CENTS ($200,000.00) extension of credit to
      Borrower, above the FIVE HUNDRED THOUSAND DOLLARS AND NO CENTS
      ($500,000.00) that it has already extended to Borrower prior to this
      Second Amendment; and

      WHEREAS, Borrower has agree that prior to the disbursement of any funds as
      provided herein it will obtain all requisite board or other approval that
      may be required pursuant to Borrower's bylaws.

      NOW, THEREFORE, in consideration of the foregoing recitals and the
      extension of credit by Lender to Borrower and other consideration, the
      parties agree as follows:

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      2. The Parties agree to modify paragraph 1 of that certain Loan and
Security Agreement dated November 15, 2002 (the "Agreement"), as amended by
agreement on February 15, 2003 as follows:

                  1. Line of Credit.

                  1.1. Lender will make loans to Borrower hereunder from time to
            time (the "Line of Credit"). The aggregate unpaid principal of the
            Line of Credit outstanding at any one time will not exceed SEVEN
            HUNDRED THOUSAND DOLLARS AND NO CENTS (U.S. $700,000.00).

                  1.2. The Line of Credit will be evidenced a REVOLVING
            PROMISSORY NOTE (the "Note"), a copy of which is attached hereto as
            Exhibit A and incorporated herein by this reference, containing the
            following material terms:

                  1.2.1. The aggregate unpaid principal not to exceed SEVEN
            HUNDRED THOUSAND DOLLARS AND NO CENTS (U.S. $700,000.00) shall be
            paid in full to Lender when sufficient funding of Development
            Financing has been secured so the escrow funds can be released, or
            on or before July 31, 2003, whichever is sooner; and

                  1.2.2. A lump-sum interest payment of SEVEN HUNDRED THOUSAND
            DOLLARS AND NO CENTS (U.S. $700,000.00) shall be paid in full to
            Lender when sufficient funding of Development Financing has been
            secured so the escrow funds can be released, or on or before July
            31, 2003, whichever is sooner.

      3. The Parties agree to modify paragraph 6 of that certain Loan and
Security Agreement dated November 15, 2002 (the "Agreement"), as amended by
agreement on February 15, 2003 as follows:

            6. Disbursement of Funds. The following procedures for the
      disbursement of funds shall be used by the parties:

                  6.1. Unchanged.

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                  6.2. All disbursements above the first FIVE HUNDRED THOUSAND
            DOLLARS (U.S. $500,000.00) from the Line of Credit shall be
            available on the following terms:

                  6.2.1. Deleted;

                  6.2.2. Unchanged; and

                  6.2.3. Unchanged.

                  6.3. Unchanged.

      4. The Parties agree to modify paragraph 9 of that certain Loan and
Security Agreement dated November 15, 2002 (the "Agreement"), as amended by
agreement on February 15, 2003 as follows:

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      9. Unchanged.

      9.1. ONE MILLION FIVE HUNDRED THOUSAND (1,500,000) shares of common stock
of Voyager Entertainment International, Inc., to which Rule 144 of the
securities laws apply shall be delivered to Lender as follows:

            9.1.1. Upon the disbursement of the first FIVE HUNDRED THOUSAND
      DOLLARS (U.S. $500,000.00), as delineated in paragraph 6.1, above,
      Borrower shall deliver to Lender THREE HUNDRED THOUSAND (300,000) shares
      of common stock of Voyager Entertainment International, Inc., to which
      Rule 144 of the securities laws apply; and

            9.1.2. Upon the availability of the disbursement above the first
      FIVE HUNDRED THOUSAND DOLLARS (U.S. $500,000.00), as delineated in
      paragraph 6.2, above, Borrower shall deliver to Lender ONE MILLION TWO
      HUNDRED THOUSAND (1,200,000) shares of common stock of Voyager
      Entertainment International, Inc., restricted pursuant to the provisions
      of SEC Rule 144.

      9.2. Unchanged.

      9.3. Unchanged.

      9.4. If the shares of common stock of Borrower are subdivided or combined
into a greater or smaller number of shares of common stock, or if a dividend is
paid on the common stock in shares of common stock, the shares of common stock
issued to Lender shall not be proportionately reduced in case of subdivision of
shares or stock dividend; however, they will be proportionately increased in the
case of combination of shares by the ratio which the total number of shares of
common stock outstanding immediately after such event bears to the total number
of shares of common stock outstanding immediately prior to such event. This
provision shall be retroactive to the commencement of the Agreement.

      5. The Parties agree to modify the first paragraph of that certain
Revolving Promissory Note dated November 15, 2002 (the "Note"), as amended by
agreement on February 15, 2003 as follows:

      FOR VALUE RECEIVED, the undersigned, VOYAGER ENTERTAINMENT INTERNATIONAL,
      INC., a North Dakota corporation ("Maker"), hereby promises to pay to the
      order of DAN FUGAL, an individual (together with his successors and
      assigns, ("Holder"), the principal sum not to exceed SEVEN HUNDRED
      THOUSAND DOLLARS (U.S. $700,000.00) or the aggregate unpaid principal
      amount of all advances or re-advances by the Maker pursuant to that
      certain loan agreement entitled "Loan and Security Agreement," (the "Loan
      Agreement") executed on even date, and to repay the outstanding aggregate
      unpaid principal amount, plus a lump-sum interest payment of SEVEN HUNDRED
      THOUSAND DOLLARS AND NO CENTS (U.S. $700,000.00) when sufficient funding
      of Development Financing has been secured so the escrow funds can be
      released, as defined in the Loan Agreement, or on or before July 31, 2003,
      whichever is sooner. All payments of principal and interest shall be made
      at Holders offices located at 1005 South Main Street, Pleasant Grove, UT
      84062, or at such other places as the Holder may designate to Maker in
      writing

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      6. Except for the modifications as expressly noted herein, all other
provisions of the Agreement and Note shall remain unchanged and enforced.

      IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and delivered as of the date and year first above written.

         LENDER:

                             /s/
                             ---------------------------------------------------
                             DAN FUGAL


         BORROWER:

                             VOYAGER ENTERTAINMENT INTERNATIONAL, INC., a North
                             Dakota corporation

                             By: /s/ Richard Hannigan, Sr.
                                 -----------------------------------------------
                             Its: President

         VVI:

                             VOYAGER VENTURES, INC., a Nevada corporation

                             By: /s/ Richard Hannigan, Sr.
                                 -----------------------------------------------
                             Its: President