UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                         SCHEDULE 14A - AMENDMENT 1
                   Information Required in Proxy Statement
                          SCHEDULE 14A INFORMATION

 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
                                    1934

Filed by the Registrant |X|

Filed by a Party other than the Registrant |_|

Check the appropriate box:

|  | Preliminary Proxy Statement

|  | Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))

|X|  Definitive Proxy Statement

|  | Definitive Additional Materials

|  | Soliciting Material Under Rule 14a-12.

                            DAKOTA IMAGING, INC.
              (Name of Registrant as Specified in Its Charter)





  (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
|X|  No fee required.

|   |     Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1)  Title of each class of securities to which transaction applies:
Common Stock, par value $.001 per share, of Dakota Imaging, Inc.

(2)  Aggregate number of securities to which transaction applies:



(3)   Per  unit  price  or  other underlying value  of  transaction  computed
pursuant to Exchange Act Rule 0-11: The filing fee was calculated pursuant to
Exchange Act Rule 0-11 (c)(1), and is the product of multiplying 1/50  of  1%
by  an amount equal to the sum of (x) the product of ______________ shares of
Common  Stock, par value $.001 per share, of Dakota Imaging, Inc.  multiplied
by  $_____________  per  share, and (y) $___________ payable  to  holders  of
outstanding  options to purchase shares of Common Stock in exchange  for  the
cancellation of such options.

(4)  Proposed maximum aggregate value of transaction:  -0-

(5)  Total fee paid:   -0-

|   |     Fee paid previously with preliminary materials.

|    |     Check box if any part of the fee is offset as provided by Exchange
Act  Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid  previously.  Identify  the previous filing  by  registration  statement
number, or the Form or Schedule and the date of its filing.

(1)  Amount Previously Paid:

_____________________________________________

(2)  Form, Schedule or Registration Statement No.:

_____________________________________________

(3)  Filing Party:

_____________________________________________

(4)  Date Filed:

_____________________________________________



                            DAKOTA IMAGING, INC.
                            4483 West Reno Avenue
                             Las Vegas, NV 89118
                               (702) 221-8070

Dear Dakota Imaging, Inc. Shareholder:

      You  are cordially invited to attend the Annual meeting of shareholders
of Dakota Imaging, Inc., a North Dakota corporation, ("Dakota") to be held on
April  4,2,  2002, at 10:00 a.m., local time, at The Conference  Room,  Suite
115111  -  1850  E.  Flamingo Road, Las Vegas, Nevada 89119.  At  the  Annual
meeting, you will be asked to consider and vote on the following proposals;

1.    To elect a new Board of Directors for Dakota to serve through the  next
year,  (current  nominations  are for Gregg  Giuffria,  Veldon  Simpson,  and
Richard Hannigan);

2.   To change the Company's fiscal year end to December 31;

3.    To  change  the  Company's name from Dakota Imaging,  Inc.  to  Voyager
Entertainment International, Inc.;

4.   To amend the Company's Certificate of Incorporation to:
*    reflect the name change referenced in proposal 3;
*    provide for holders of a majority of the Company's voting stock to take
corporate action by written consent, without having to submit the action to a
vote of all of the shareholders; and
*    specify the notice requirements to shareholders of an action to be taken
by majority stockholder consent.

5.   To amend and restate the Company's Bylaws to:
*     change the authorized number of directors that the Company may have  to
  no fewer than 1 nor more than 7;
*    reflect the change in fiscal year end referenced in proposal 2;
*     add  a  provision for the office of Chief Executive Officer to  be  the
  highest ranking office of the Company;
*     provide for holders of a majority of the Company's voting stock to take
  corporate action by written consent, without having to submit the action to a
  vote of all of the shareholders;
*    specify the notice requirements to shareholders of an action to be taken
by majority stockholder consent; and
*    update, expand and provide greater detail to the Bylaws to further
define the manner by which the Company will be governed.

6.   To Ratify the appointment of MERDINGER, FRUCHTER, ROSEN & CORSO, P.C. to
serve as the Company's auditor;



7.    To  adopt a stock option plan providing for options on up to 5  million
shares of common stock;

8.    stock;To adjourn or postpone the meeting for the purpose of  soliciting
additional proxies, and

9.    To  transact such other business as may properly come before the Annual
meeting or any adjournment or postponement.

The Board of Directors has specified March 1, 2002, at the close of business,
as  the  record date for the purpose of determining the shareholders who  are
entitled  to receive notice of and to vote at the Annual meeting. A  list  of
the shareholders entitled to vote at the Annual meeting will be available for
examination  by any shareholder at the Annual meeting. For 10 days  prior  to
the  Annual  meeting,  this  shareholder list  will  also  be  available  for
inspection by shareholders at our corporate offices at 4483 West Reno Avenue,
Las Vegas during ordinary business hours.

Please  read  the  proxy  statement  and other  materials  concerning  Dakota
Imaging,  Inc.,  which  are  mailed with this notice,  for  a  more  complete
statement regarding the Proposals to be acted upon at the Annual meeting.

      Whether  or not you plan to attend the Annual meeting, please take  the
time  to  vote  on  the  Proposals submitted by completing  and  mailing  the
enclosed  proxy  card  to  us. Please sign, date and  mail  your  proxy  card
indicating how you wish to vote. If you fail to return your proxy  card,  the
effect will be a vote against the Proposals.

                                   Sincerely,

                                   /s/ Richard hannigan
                                   Richard Hannigan
                                   PRESIDENT AND DIRECTOR

The  Proposals  voted  upon  have not been approved  or  disapproved  by  the
Securities  and  Exchange  Commission (the "SEC")  or  any  state  securities
regulators nor has the SEC or any state securities regulator passed upon  the
fairness or merits of the Proposals or upon the accuracy or adequacy  of  the
information  contained  in this proxy statement. Any  representation  to  the
contrary is unlawful.

      This proxy statement is dated March 20, 2002, and is first being mailed
to  Dakota  shareholders on or about March ____,22, 2002 to  shareholders  of
record as of March 1, 2002.



                            DAKOTA IMAGING, INC.
                            4483 West Reno Avenue
                             Las Vegas, NV 89118
                               (702) 221-8070

                  NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                        TO BE HELD ON APRIL 4,2, 2002

Dear Dakota Shareholder:

      We will hold the Annual meeting of Shareholders of Dakota Imaging, Inc.
on  April 4,2, 2002, at 10:00 a.m., local time, at the Conference Room, Suite
115,111,  1850  E. Flamingo Rd., Las Vegas, Nevada 89119, for  the  following
purposes:

1.    To elect a new Board of Directors for Dakota to serve through the  next
year,  (current  nominations  are for Gregg  Giuffria,  Veldon  Simpson,  and
Richard Hannigan);

2.   To change the Company's fiscal year end to December 31;

3.    To  change  the  Company's name from Dakota Imaging,  Inc.  to  Voyager
Entertainment International, Inc.;

4.   To amend the Company's Certificate of Incorporation to:
*    reflect the name change referenced in proposal 3;
*    provide for holders of a majority of the Company's voting stock to take
corporate action by written consent, without having to submit the action to a
vote of all of the shareholders; and
*    specify the notice requirements to shareholders of an action to be taken
by majority stockholder consent.

5.   To amend and restate the Company's Bylaws to:
*     change the authorized number of directors that the Company may have  to
  no fewer than 1 nor more than 7;
*    reflect the change in fiscal year end referenced in proposal 2;
*     add  a  provision for the office of Chief Executive Officer to  be  the
  highest ranking office of the Company;
*     provide for holders of a majority of the Company's voting stock to take
  corporate action by written consent, without having to submit the action to a
  vote of all of the shareholders;
*    specify the notice requirements to shareholders of an action to be taken
by majority stockholder consent; and
*    update, expand and provide greater detail to the Bylaws to further
define the manner by which the Company will be governed.

6.   To ratify the appointment of MERDINGER, FRUCHTER, ROSEN & CORSO, P.C. to
serve as the Company's auditor;



7.   To adopt a stock option plan providing for options on up to 5 million
shares of common stock;

8.    stock;To adjourn or postpone the meeting for the purpose of  soliciting
additional proxies, and

9.    To  transact such other business as may properly come before the Annual
meeting or any adjournment or postponement.

      The  Board of Directors has determined that the Proposals are fair  to,
and  in  the  best  interests  of, the Dakota  shareholders  and  unanimously
recommends that you vote "FOR" the Proposals.

      Only Dakota shareholders of record at the close of business on March 1,
2002  are  entitled  to notice of and to vote at the Annual  meeting  or  any
adjournment  or  postponement thereof. A complete list  of  the  shareholders
entitled  to  vote at the Annual meeting or any adjournments or postponements
of the Annual meeting will be available at and during the Annual meeting.

     The information contained in this letter is only a summary of the
actions to be voted on at the Annual Meeting and is not meant to be complete
and exhaustive. You are encouraged to read the attached proxy statement,
including its exhibits, in its entirety for further information regarding the
proposals.

YOUR  VOTE  IS IMPORTANT. TO ASSURE THAT YOUR SHARES ARE REPRESENTED  AT  THE
ANNUAL  MEETING, YOU ARE URGED TO COMPLETE, DATE AND SIGN THE ENCLOSED  PROXY
CARD  AND MAIL IT PROMPTLY TO THE COMPANY, WHETHER OR NOT YOU PLAN TO  ATTEND
THE  ANNUAL  MEETING  IN  PERSON. YOU MAY REVOKE YOUR  PROXY  IN  THE  MANNER
DESCRIBED  IN  THE ACCOMPANYING PROXY STATEMENT ANYTIME BEFORE  IT  HAS  BEEN
VOTED  AT  THE  ANNUAL  MEETING. IF YOU RETURN A PROXY WITHOUT  SPECIFYING  A
CHOICE  ON THE PROXY, THE PROXY WILL BE VOTED "FOR" THE PROPOSALS. IT MAY  BE
POSSIBLE  FOR YOU TO VOTE IN PERSON AT THE ANNUAL MEETING EVEN  IF  YOU  HAVE
RETURNED A PROXY. PLEASE REVIEW THE PROXY STATEMENT FOR MORE INFORMATION.

                         By Order of the Board of Directors

                         /s/ Richard Hannigan
                         Richard Hannigan
                         PRESIDENT AND DIRECTOR

4483 West Reno Avenue
Las Vegas, NV 89118
March 18, 2002



                              TABLE OF CONTENTS

                                                                         PAGE

SUMMARY OF PROPOSALS                                                       1
     Date, Time and Place                                                  1
     Purpose of the Meeting                                                1
     Shareholders Entitled to Vote                                         2
     Vote Required                                                         2
     Recommendation of Dakota's Board of Directors                         2

QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING                         3

WHO CAN HELP ANSWER YOUR QUESTIONS                                         4

CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS                 4

THE ANNUAL MEETING                                                         5
     Time, Place and Date                                                  5
     Purpose of the Meeting                                                5
          ITEM 1. Election of Directors                                    5
          ITEM 2. Change of fiscal year end                                6
          ITEM 3. Change of name                                           6
          ITEM 4. Amendment to Certificate of Incorporation                7
          ITEM 5. Amendment and restatement of Bylaws                      8
          ITEM 6. Ratify appointment of auditors                          16
          ITEM 7. Adopt Stock Option Plan                                 16
          ITEM 8. To adjourn or postpone the meeting for the purpose of
                  soliciting additional proxies                           16
          ITEM 9. Transaction of other business                           17
     Record Date and Voting at the Annual Meeting                         17
     Votes Required                                                       18
     Solicitation and Proxy Solicitor                                     18
     Revocation and Use of Proxies                                        18
     Adjournments or Postponements                                        18

INTEREST OF CERTAIN PERSONS IN OR
OPPOSITION TO MATTERS ACTED UPON                                          19

AUDIT COMMITTEE ( No Audit Committee Exists)                              19

INDEPENDENT AUDITORS                                                      19

CURRENT OFFICERS AND DIRECTORS                                            20
     Board of Directors Meetings                                          21
     Insider Participation in Compensation Decision                       21
     Board of Directors Report on Executive Compensation                  21



EXECUTIVE COMPENSATION                                                    22

VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS THEREOF                      23

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                   24

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS                      24

SHAREHOLDER PROPOSALS FOR THE 2003 ANNUAL MEETING                         24

OTHER MATTERS                                                             24

EXPENSES OF PROXY SOLICITATION                                            25

WHERE YOU CAN FIND MORE INFORMATION                                       25

EXHIBITS
     Exhibit A - Amended Certificate of Incorporation                    A-1
     Exhibit B - Amended and Restated Bylaws                             B-1
     Exhibit C - 2002 Stock Option Plan                                  C-1



                            SUMMARY OF PROPOSALS

      This  summary  highlights selected information included in  this  proxy
statement.  This  summary  may not contain all of  the  information  that  is
important to you. For a more complete understanding of the Proposals and  the
other  information contained in this proxy statement, you  should  read  this
entire  proxy  statement  carefully, as well as the additional  documents  to
which  it refers. For instructions on obtaining more information, see  "Where
You Can Find More Information."

Date, Time and Place of Annual Meeting April  4,  2002, at 10:00  a.m.,  Las
                                       Vegas  time, at the Conference  Room,
                                       Suite  115,  1850 East Flamingo  Rd.,
                                       Las   Vegas,  Nevada,  ("the   Annual
                                       Meeting"). (See "INTRODUCTION")
Date, Time and Place of Annual Meeting April  2,  2002, at 10:00  a.m.,  Las
                                       Vegas  time, at the Conference  Room,
                                       Suite  111,  1850 East Flamingo  Rd.,
                                       Las   Vegas,  Nevada,  ("the   Annual
                                       Meeting"). (See "INTRODUCTION")

Purpose of the Meeting                 1.     To   elect  a  new  Board   of
                                       Directors   for   Dakota   to   serve
                                       through   the  next  year,   (current
                                       nominations  are for Gregg  Giuffria,
                                       Veldon     Simpson,    and    Richard
                                       Hannigan);

                                       2.    To  change the Company's fiscal
                                       year end to December 31;

                                       3.    To  change  the Company's  name
                                       from  Dakota Imaging, Inc. to Voyager
                                       Entertainment International, Inc.;

                                       4.      To    amend   the   Company's
                                       Certificate of Incorporation;

                                       5.     To   amend  and  restate   the
                                       Company's Bylaws;

                                       6.    To  Ratify  the appointment  of
                                       MERDINGER, FRUCHTER, ROSEN  &  CORSO,
                                       P.C.   to   serve  as  the  Company's
                                       auditor;

                                       7.    To  adopt  a stock option  plan
                                       providing  for options  of  up  to  5
                                       million shares of common stock;

                                       8.     To  adjourn  or  postpone  the
                                       meeting    for   the    purpose    of
                                       soliciting additional proxies, and



                                       9.    To transact such other business
                                       as   may  properly  come  before  the
                                       Annual meeting or any adjournment  or
                                       postponement.

Shareholders Entitled to Vote          Only  Dakota shareholders  of  record
                                       at  5:00  p.m.,  Las  Vegas  time  on
                                       March  1, 2002 are entitled to notice
                                       of   and   to  vote  at  the   Annual
                                       Meeting.

Vote Required                          Under    North   Dakota   law,    the
                                       Proposals   at  the  Annual   meeting
                                       require the affirmative vote  of  the
                                       holders  of a majority of the  Dakota
                                       Common    Stock    outstanding    and
                                       entitled      to      vote.      (See
                                       "Introduction,"  and  "The  Proposal-
                                       Vote  Required.")  The  officers  and
                                       directors   of  Dakota   control   an
                                       aggregate  of  18,000,000  shares  of
                                       common stock and 1,500,000 shares  of
                                       preferred stock. The preferred  stock
                                       has  10:1  voting rights.  Therefore,
                                       in  the  aggregate, the officers  and
                                       directors  of  Dakota  control,   and
                                       intend to vote, 33,000,000 votes,  of
                                       the  total potential aggregate  votes
                                       of   49,015,000,  (34,015,000  common
                                       share     votes,    and    15,000,000
                                       preferred  votes),  or  approximately
                                       67%, consequently the passage of  the
                                       proposals is assured.

Recommendation   of   the   Board   of
Directors of Dakota                    Our    Board    of   Directors    has
                                       determined  that  the  Proposals  are
                                       advisable  and in the best  interests
                                       of  Dakota  and our shareholders  and
                                       that  the Proposals are fair  to  our
                                       shareholders  Our Board of  Directors
                                       recommends   that  you   vote   "FOR"
                                       adoption of the Proposals.




             QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING

WHAT DOES OUR BOARD OF DIRECTORS RECOMMEND?

Our  Board  of  Directors  recommends that you vote  "FOR"  adoption  of  the
Proposals.  Our  Board  of Directors has determined that  the  Proposals  are
advisable and in the best interests of Dakota and our shareholders  and  that
the Proposals are fair to our shareholders.

Our  Board  of  Directors  has  approved  and  recommended  adoption  of  the
Proposals.

IF  MY  SHARES OF DAKOTA COMMON STOCK ARE HELD IN "STREET NAME" BY MY BROKER,
WILL MY BROKER VOTE MY SHARES FOR ME?

      No.  The  law does not allow your broker to vote your shares of  Dakota
common  stock on the Proposals at the Annual meeting without your  direction.
You  should  follow the instructions from your broker on  how  to  vote  your
shares. Shares that are not voted because you do not instruct your broker are
called  "broker non-votes," and will have the effect of a vote "AGAINST"  the
Proposals.

IF I SEND IN MY PROXY CARD BUT DO NOT INDICATE MY VOTE, HOW WILL MY SHARES BE
VOTED?

      If  you sign and return your proxy card but do not indicate how to vote
your  shares at the Annual meeting, the shares represented by your proxy will
be voted "FOR" the Proposals.

WHAT IF I DON'T RETURN MY PROXY CARD?

      Since  it  takes a majority of the shares outstanding  to  approve  the
Proposals,  not returning your proxy card is the same as voting  against  the
Proposals.

WHAT SHOULD I DO NOW TO VOTE AT THE ANNUAL MEETING?

      Sign,  mark  and  mail  your proxy card indicating  your  vote  on  the
Proposals  in the enclosed return envelope as soon as possible, so that  your
shares of Dakota common stock can be voted at the Annual meeting.

MAY I CHANGE MY VOTE AFTER I MAIL MY PROXY CARD?

      Yes. You may change your vote at any time before your proxy is voted at
the Annual meeting. You can do this in one of three ways:

*     You  can  send Dakota a written statement that you revoke  your  proxy,
which  to  be  effective must be received prior to the  vote  at  the  Annual
meeting;



*     You  can  send Dakota a new proxy card prior to the vote at the  Annual
meeting,  which to be effective must be received by Dakota prior to the  vote
at the Annual meeting; or

*     You  can  attend the Annual meeting and vote in person. Your attendance
alone will not revoke your proxy. You must attend the Annual meeting and cast
your vote at the Annual meeting.

     Send any revocation of a proxy or new proxy card to the attention of the
Corporate Secretary at Dakota, 4483 West Reno Avenue, Las Vegas, Nevada (702)
221-8070.  If  your  shares  are held in street name,  you  must  follow  the
directions  provided by your broker to vote your shares  or  to  change  your
instructions.

                     WHO CAN HELP ANSWER YOUR QUESTIONS

      If you have more questions about the Proposals or would like additional
copies of the proxy statement, you should contact:

                            Dakota Imaging, Inc.
                            4483 West Reno Avenue
                             Las Vegas, NV 89118
                         Attention: Richard Hannigan
                           President and Director
                      Telephone Number: (702) 221-8070

                       CAUTIONARY STATEMENT CONCERNING
                         FORWARD-LOOKING STATEMENTS

      This proxy statement and the documents to which we refer you to in this
proxy  statement  may contain forward-looking statements. In  addition,  from
time  to  time, we or our representatives may make forward-looking statements
orally  or  in  writing.  We  base these forward-looking  statements  on  our
expectations  and projections about future events, which we derive  from  the
information currently available to us. Such forward-looking statements relate
to future events or our future performance, including:

*    our financial performance and projections;

*    our growth in revenue and earnings; and

*    our business prospects and opportunities.

      You  can  identify  forward-looking statements by those  that  are  not
historical in nature, particularly those that use terminology such as  "may,"
"will,"  "should,"  "expects,"  "anticipates,"  "contemplates,"  "estimates,"
"believes",  "plans," "projected," "predicts," "potential" or  "continue"  or
the  negative  of these or similar terms. In evaluating these forward-looking
statements, you should consider various factors, including



*    our ability to retain the business of our significant customers;

*    our ability to keep pace with new technology and changing market needs;

*    our ability, upon completion of the merger, to obtain capital; and

*    the competitive environment of our business.

      These  and  other  factors  may  cause our  actual  results  to  differ
materially from any forward-looking statement.

      Forward-looking  statements are only predictions.  The  forward-looking
events discussed in this proxy statement, the documents to which we refer you
and other statements made from time to time by us or our representatives, may
not  occur,  and  actual  events and results may differ  materially  and  are
subject  to  risks,  uncertainties  and assumptions  about  us.  We  are  not
obligated to publicly update or revise any forward-looking statement, whether
as  a  result  of  uncertainties and assumptions, the forward-looking  events
discussed  in this proxy statement, the documents to which we refer  you  and
other  statements made from time to time by us or our representatives,  might
not occur.

                             THE ANNUAL MEETING

TIME, PLACE AND DATE

      We  are  furnishing  this  proxy statement to  Dakota  shareholders  in
connection with the solicitation of proxies by the Dakota Board of  Directors
for  use at the Annual meeting of shareholders of Dakota to be held on  April
4,2,  2002, at 10:00 a.m., local time, at the Conference Room, Suite 115,111,
1850 East Flamingo Rd., Las Vegas, Nevada, or any adjournment or postponement
thereof, pursuant to the enclosed Notice of Annual Meeting of Shareholders.

PURPOSE OF THE MEETING

      At  the Annual meeting, holders of Dakota common stock of record as  of
the close of business on March 1, 2002 will be eligible to vote upon:

ITEM 1.   Election of Directors:

Our  shareholders  elect  the  members of the Board  of  Directors  annually.
Current  nominations  are  for Gregg Giuffria, Veldon  Simpson,  and  Richard
Hannigan.  The nominees have consented to their nomination to  the  Board  of
Directors,  and will serve if elected. However, if any nominee should  become
unable  or unwilling for good cause to serve for any reason, proxies  may  be
voted for another person nominated as a substitute by the Board of Directors,
or the Board of Directors may reduce the number of Directors.

THE  BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF GREGG GIUFFRIA,
VELDON SIMPSON AND RICHARD HANNIGAN.



ITEM 2.        Change of fiscal year from October 31 to December 31:

The  Company  is proposing to change its year-end from 10/31  to  12/31.  The
basis  for  the year-end change is to harmonize the release of the  Company's
quarterly  and  annual financial statements and operating  results  with  the
release  of  similar  information by the majority of  the  companies  in  its
industry. This will facilitate the comparison of the Company's financial  and
operating performance to other companies in its peer group.

THE  BOARD  OF  DIRECTORS RECOMMENDS A VOTE FOR CHANGE OF  FISCAL  YEAR  FROM
OCTOBER 31 TO DECEMBER 31.

ITEM 3.   Change  of  name from Dakota Imaging, Inc. to Voyager Entertainment
          International, Inc.:

On  February  8,  2002,  pursuant  to a reverse  triangular  merger,  Voyager
Ventures,  Inc.  became our wholly-owned subsidiary.  As  a  result  of  this
merger,  our  business focus and plan were changed to become an Entertainment
and  Themed  Attraction  company primarily focusing on  the  construction  of
unique new attractions throughout the World.

The  Company's  first major project will be to design, finance,  develop  and
manage a unique new attraction to be located on the Las Vegas Strip.   It  is
the  intention of the Company to build the world's largest Ferris wheel  with
33  vehicles  called  Sky  Cruiser's.  The vertical revolving  vehicles  will
overlook  the Las Vegas Strip as it revolves higher than a 50-story  building
at  518  feet.  One slow rotation in a vehicle will last 24 minutes and  each
vehicle will travel at 0.652 MPH.

In connection with the merger our Board of Directors believes it is important
that  our  corporate  name be reflective of our future  business  enterprise.
Accordingly,  our  Board  of  Directors  has  unanimously  approved  "Voyager
Entertainment International, Inc." as our corporate name.  If the name change
is approved by the shareholders our Certificate of Incorporation will have to
be  amended  and filed with the North Dakota Secretary of State in  order  to
make the name change effective. A copy of the Amendment to the Certificate of
Incorporation is attached hereto as Exhibit A.

The proposed amendment reads as follows:

A.   Paragraph 1 shall be deleted in its entirety and the following inserted
in lieu thereof:

Article 1.      The name of the corporation as reflected in the Articles of
Incorporation on file with the Secretary of State.

          VOYAGER ENTERTAINMENT INTERNATIONAL, INC.

      If  the shareholders vote in favor of the name change, certificates for
shares of the Company's common stock issued under Dakota Imaging, Inc.'s name
will  continue  to represent the same interest in the Company under  the  new



name.  IT  WILL  NOT BE NECESSARY FOR SHAREHOLDERS TO EXCHANGE THEIR  COMPANY
STOCK CERTIFICATES, ALTHOUGH SHAREHOLDERS MAY EXCHANGE THEIR CERTIFICATES  IF
THEY WISH, AT THEIR SOLE EXPENSE.

THE  BOARD  OF  DIRECTORS RECOMMENDS A VOTE FOR THE NAME  CHANGE  TO  VOYAGER
ENTERTAINMENT INTERNATIONAL, INC.

ITEM 4.   Amend the Company's Certificate of Incorporation:

      The  Company is proposing to amend its Certificate of Incorporation  to
provide  for  holders  of a majority of the Company's voting  stock  to  take
corporate action by written consent, without having to submit the action to a
vote of all of the shareholders.

      Pursuant to current North Dakota law (section 10-19.1-75 (1))  "If  the
articles so provide, any action may be taken by written action signed by  the
shareholders  who own voting power equal to the voting power  that  would  be
required  to take the same action at a meeting of the shareholders  at  which
all shareholders were present."

     Additionally, Section 14(c) and Schedule 14C of the Securities Exchange
Act of 1934 requires that if action is being taken by written consent when a
special or annual meeting to solicit shareholders would otherwise by
required, we must deliver an information statement, pursuant to the above
mentioned rule, 20 calendar days prior to the taking of such corporate
action. This coincides with the changes made to the Amended and Restated
Bylaws.

     This proposal has the effect of eliminating the need for a shareholders
vote in situations where a majority of the shareholders are willing to
approve of a matter in writing without a meeting. This saves the expense of a
shareholders meeting, in addition to saving on the cost of expensive proxy
solicitation material. However, as a result of proxy rule 14(c ) the
shareholders would receive information on the action to be taken, 20 days in
advance of the action, providing time for the shareholders to take action
against the majority consent. The negative impact of this amendment is that
minority shareholders will not have the ability to share their opinions at a
meeting of the shareholders.

The proposed amendment reads as follows:

The following shall be added as Article 6.

Pursuant to Section 10-19.1-75 of the North Dakota Business Corporation  Act,
any  action  which  may  be  taken  at  any  annual  or  special  meeting  of
shareholders  may be taken without a meeting and without prior notice,  if  a
consent  in  writing, setting forth the action so taken,  is  signed  by  the
holders  of  outstanding shares having not less than the  minimum  number  of
votes  that would be necessary to authorize or take such action at a  meeting
at  which  all shares entitled to vote thereon were present and  voted.   All
such  consents shall be filed with the secretary of the corporation and shall
be  maintained  in the corporate records.  Any shareholder giving  a  written
consent, or the shareholder's proxy holders, or a transferee of the shares of
a  personal  representative  of the shareholder  of  their  respective  proxy
holders, may revoke the consent by a writing received by the secretary of the
corporation prior to the time that written consents of the number  of  shares
required to authorize the proposed action have been filed with the secretary.



A  notice of action to be taken by majority stockholder consent shall be sent
or  otherwise given in a manner in accordance with Section 5 of Article II of
the  Bylaws,  not less than twenty (20) calendar days prior to  the  earliest
date  on  which the corporate action may be taken. The notice shall  specify:
(i)  the general nature of the corporate action(s) to be taken;(ii) the  date
on which the majority stockholder consent was given; (iii) the effects of the
action(s)  on the corporation and/or its stockholders; and (iv) any conflicts
of  interest  that  are  present with regards to the action(s)  to  be  taken
between  the  corporation's officers, directors and/or  their  affiliates.  A
shareholder  who  does  not  sign or consent to the  written  action  has  no
liability for the action or actions taken by the written actions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT TO THE CERTIFICATE
OF INCORPORATION.

ITEM 5.   Amend and restate the Company's Bylaws:

The original Bylaws of Dakota were initially created for a closely held
corporation. The Amended Bylaws are better suited to the corporate governance
necessary to effectively operate as a public company.  The following
represent the material changes which are being proposed for the Company:

1.   Current Bylaws set the annual shareholder's meeting on February 15th of
each year.

Proposed  Bylaws - Article II, Section 2. sets the annual meeting at  a  date
and time to be designated by the board of directors.

EXPLANATION:   This amendment allows the Company flexibility in  setting  its
annual  shareholder meeting to coincide with the 10-KSB filing and  submittal
of annual reports to the shareholders.

2.   Current Bylaws provide for special meetings to be called by all of the
directors, provided there are no more than three.  If there are more than
three, by any three directors.

Proposed Bylaws - Article II, Section 3 provides for special meetings  to  be
called at the request in writing of a majority of the board of directors,  or
at  the  request in writing of shareholders holding shares in  the  aggregate
entitled to cast not less than a majority of the votes at any such meeting.

EXPLANATION:    This amendment prevents one director from delaying  corporate
action  while  at  the  same  time providing the  majority  shareholders  the
opportunity to call a special meeting.



3.   Current Bylaws provide for notice of shareholders' meetings to be given
at least 10 days prior to the meeting.  There is no provision requiring
notice to contain the nature of business to be transacted.

Proposed Bylaws - Article II, Section 4 requires notice to be given not  less
than  ten  (10) nor more than sixty (60) days before the date of the meeting.
The  proposed bylaw also requires the notice to state the general  nature  of
the  business  to  be  transacted and also adds language providing  that,  if
action  is  proposed to be taken at any meeting for approval of (i) contracts
or  transactions  in  which  a director has a direct  or  indirect  financial
interest  (ii)  an  amendment  to  the articles  of  incorporation,  (iii)  a
reorganization  of the corporation, (iv) dissolution of the  corporation,  or
(v) a distribution to preferred shareholders, the notice shall also state the
general nature of such proposal.

EXPLANATION:   This amendment, by causing the management to state the nature
of business being transacted in the shareholders' meeting, provides a
shareholder with advance notice of what is to be discussed and voted on,
which provides a further opportunity to determine the shareholder's position
on the issue. Further, the requirement coincides with 14(a) proxy rules under
the Securities Exchange Act of 1934.

4.   Current Bylaws provide for (1) notice to be given either personally or
by mail (2) makes no discussion for future notices in the event notice is
returned to the corporation marked to indicate that the United States Postal
Service is unable to deliver and (3) does not require affidavit of mailing of
notice.

Proposed  Bylaws  - Article II, Section 5 would allow for (1)  notice  to  be
given   either   personally,  by  mail,  telegraphic  or  by  other   written
communication,  (2) in the event notice is returned from  the  United  States
Postal  Service  marked to indicate that they are unable to deliver  at  such
address,  all  future  notices or reports shall be deemed to have  been  duly
given  without  further  mailing  if the  same  shall  be  available  to  the
shareholder upon written demand of the shareholder and (3) provides  that  an
affidavit  of  mailing or other means of giving notice of  any  shareholders'
meeting shall be executed by the person giving such notice and shall be filed
and maintained in the minute book of the corporation.

EXPLANATION:   This amendment places a burden on the shareholder to provide a
change  of  address to the Company in the event a change of address  for  the
shareholder actually occurred. The amendment saves potential additional costs
to  the  corporation in tracking down shareholders or continuous  mailing  to
improper addresses.

5.   Current bylaws provide that, in the event of adjournment due to a quorum
not  being present, the shareholders present may adjourn the meeting to  some
other  date  and  new notice shall be mailed at least 10 days  prior  to  the
meeting date.

Proposed  Bylaws - Article II, Section 7, allows adjournment by the  vote  of
the  majority of the shares represented at such meeting, either in person  or
by proxy, but in the absence of a quorum, no other business may be transacted



at such meeting.  When any meeting of shareholders, either annual or special,
is  adjourned  to  another time or place, notice need not  be  given  of  the
adjourned meeting if the time and place thereof are announced at a meeting at
which the adjournment is taken.

EXPLANATION:    This  eliminates duplicative notice resulting  in  additional
expenses to the Company.

6.   Current Bylaws do not discuss voting.

Proposed Bylaws - Article II, Section 8, describes in detail who may vote and
the procedure for voting.

EXPLANATION:    This amendment clarifies the details of the  voting  process,
which is one of the most important aspects of corporate governance.

7.   Current Bylaws require action by written consent without a meeting to be
signed by all shareholders.

Proposed Bylaws - Article II, Section 10 allows for action by written consent
without a meeting if a consent in writing, setting forth the action so  taken
is  signed  by  the holders of outstanding shares having not  less  than  the
minimum  number of votes that would be necessary to authorize  to  take  such
action  at  a  meeting  at which all shares entitled  to  vote  thereon  were
present.

Proposed Bylaws - Article II, Section 11, provides that, in the event  action
is  taken by majority consent, notice shall be given to each shareholder  not
less  than twenty (20) calendar days prior to the earliest date on which  the
corporate action may be taken.

EXPLANATION:   This amendment allows the majority shareholders to take action
without  the expense of a shareholder's meeting. Additionally, the  amendment
provides  for  notice 20 days in advance of the action taken,  providing  the
shareholders  with  ample  opportunity to  attempt  to  disrupt  the  action.
Further,  the  20 day notice period falls in line with 14(c )  of  the  proxy
rules under the Securities Exchange Act of 1934.

8.    Current  Bylaws  do  not describe proxies and  proxy  procedure.   They
basically state that shareholders may vote by proxy, but do not describe  the
proxy procedure.

Proposed  Bylaws - Article II, Section 12, describes proxies  and  the  proxy
procedure in detail.

EXPLANATION:   This amendment enhances the ability of the Company to  operate
under  the  corporate governance which is requisite in  the  operation  of  a
public company.



9.   Current Bylaws do not provide for an Inspector of Election.

Proposed  Bylaws  -  Article  II, Section 13 provides  for  an  Inspector  of
Election and the duties of the inspector.

EXPLANATION:   This amendment provides for verification of the votes required
to  take  corporate  action.  It  further creates  a  responsibility  in  the
inspector.

10.  Current Bylaws do not list powers of the directors.

Proposed  Bylaws  -  Article  III, Section 1  describes  the  powers  of  the
directors in detail.

EXPLANATION:    The  purpose of this amendment is to  provide  the  corporate
governance  constraints on the board of directors, and further,  provide  the
shareholders  with  an  understanding as  to  what  authority  the  board  of
directors has over the management of the company.

11.  Current Bylaws requirement is "at least two directors".  This Bylaw does
set a maximum number of directors.

Proposed Bylaws - Article III, Section 2 authorize the number of directors to
be  no  fewer  than  one (1) nor more than seven (7).  The  exact  number  of
authorized  directors shall be set by resolution of the board  of  directors,
within the limits specified above.

EXPLANATION:   Although this provision has the effect of potentially reducing
the  number  of  directors  from the previous two directors,  it  allows  one
director,  if  necessary  to operate the Company until  another  director  is
nominated.  Additionally,  by providing for seven  (7)  directors,  there  is
sufficient  provision  for two outside directors as required  by  some  stock
exchanges.

12.   Current Bylaws discuss briefly the resignation and removal of directors
and  the  filling of vacancies.  The basic requirements are  similar  to  the
proposed bylaws.

Proposed  Bylaws - Article III, Sections 4 and 5 discuss in more  detail  the
resignation  and removal of directors process and the procedure  for  filling
vacancies.

EXPLANATION:    This amendment clarifies the resignation and removal  process
of directors.

13.  Current Bylaws do not provide for set annual meetings of directors.

Proposed  Bylaws - Article III, Section 7 provides for an annual  meeting  of
directors   to  be  held  immediately  following  each  annual   meeting   of
shareholders.

EXPLANATION:   This amendment mandates at least one directors meeting,  which
will assist the Company in its management oversight.



14.  Current Bylaws give basic procedures for regular or special meetings  of
directors.

Proposed  Bylaws - Article III, Sections 8, 9, 10 and 11 describe  in  detail
the procedure for "Other Regular Meetings", "Special Meetings" , "Quorum" and
Waiver of Notice.

EXPLANATION:    The  existing  Bylaws were  insufficient  in  describing  the
procedures  for  meetings of directors. The proposed Bylaws  conform  to  the
detail required to operate a Company with greater corporate governance.

15.  Current Bylaws do not provide for adjournment of directors meeting.

Proposed Bylaws - Article III, Sections 12 and 13 provide that a majority  of
the  directors present, whether or not constituting a quorum, may adjourn any
meeting  to another time and place.  Notice of the time and place of  holding
an  adjourned meeting need not be given, unless the meeting is adjourned  for
more than twenty-four (24) hours.

EXPLANATION:    This  amendment allows the directors  who  showed  up  for  a
properly called meeting to continue the meeting without the requirement of  a
future notice, which notice may delay action required by the Board.

16.  Current Bylaws do not provide for fees and compensation of directors.

Proposed Bylaws - Article III, Section 15 provides that directors and members
of  committees may receive such compensation, if any, for their services, and
such  reimbursement of expenses, as may be fixed or determined by  resolution
of the board of directors.

EXPLANATION:   This amendment allows the Company to compensate its directors,
which  in  turn  is  intended to provide a greater management  team  for  the
Company.

17.  Current Bylaws do not provide for Committees.

Proposed  Bylaws  -  Article IV, Sections 1 and 2 provide for  committees  of
directors.

EXPLANATION:   This amendment provides for committees of directors,  such  as
audit   committees,  compensation  committees,  or  acquisition   or   merger
committees, required to operate a public company with disclosure requirement.



18.   Current Bylaws do not have a provision for an office of Chief Executive
Officer and provides for the President to be the highest office.

Proposed Bylaws - Article V, Section 6 provides for a Chief Executive Officer
who  shall be the principal executive officer of the corporation and, subject
to  the control of the board of directors, shall, have general charge of  the
business,  affairs  and property of the corporation and  general  supervision
over the officers, employees and agents.

Proposed  Bylaws - Article V, Section 7 provides that the President shall  be
the chief operating officer of the corporation and subject to the control  of
the board of directors and supervision of the chief executive officer.

EXPLANATION:   This amendment creates the opportunity for the Company to have
an   additional  executive  officer,  which  provides  additional  management
oversight potential for the Company.

19.  Current Bylaws briefly describe the duties of Vice Presidents, Secretary
and Treasurer.

Proposed bylaws - Article V, Sections 8, 9 and 10 describe the duties of Vice
Presidents, Secretary and Treasurer in detail.

EXPLANATION:     This  amendment  assists  the  Company  in  its   management
operations, by providing a better method of allocating responsibility.

20.    Current  Bylaws  provide  for  the  Indemnification  of  Officers  and
Directors.   This  is a very basic indemnification and does not  discuss  the
indemnification process in any detail.

Proposed  Bylaws  Article VI, Sections 1, 2, 3, 4, 5, 6,  7,  8,  9,  and  10
discuss  the  indemnification  of directors, officers,  employees  and  other
agents  in detail, including, but not limited to, defense of action, required
approval, advance of expenses, insurance and retroactive effect.

EXPLANATION:    Although  the current Bylaws provide for  Indemnification  of
Officers and Directors, the new amendment is intended to clarify the basis of
indemnification,  to  prevent future litigation, which is  expensive  to  the
Company. Additionally, by having greater clarity in the Indemnification,  the
Company may attract better management in the future.

21.   Current  Bylaws  do  not  make any formal provision  or  procedure  for
maintaining records and books.

Proposed  Bylaws Article VII, Section 1 requires the corporation to  keep  at
its  principal  executive office, or at the office of its transfer  agent  or
registrar, a record of shareholders.

Article VII, Sections 2, 3 and 5 require the corporation to maintain  at  its
principal  executive office the original or copy of the bylaws as amended  to
date,  together  with  the  accounting  books  and  records  and  minutes  of
proceedings  of the shareholders and board of directors and any committee  or
committees  of  the  board of directors and a copy of  any  annual  financial
statement  and  any  income statement of the corporation for  each  quarterly
period  of  each  fiscal  year, and any accompanying  balance  sheet  of  the
corporation as of the end of each such period, that has been prepared by  the
corporation.



EXPLANATION:    Inherent in the ability to operate the Company,  and  provide
the  required  disclosure under the Securities Exchange Act  of  1934,  is  a
requirement by management that they maintain proper records of the Company.

22.  Current Bylaws have no provision for general corporate matters.

Proposed  Bylaws  - Article VIII provide for the following general  corporate
matters.

Section 1.  Record Date.  This provision describes in detail the record  date
for  the  purpose of determining the shareholders entitled to notice  of  any
meeting  or to vote or entitled to receive payment of any dividend  or  other
distribution or allotment of any rights or entitled to exercise any rights in
respect of any other lawful action.

Section 2.  Closing of Transfer Books.  The directors may prescribe a  period
not exceeding sixty (60) days prior to any meeting of the shareholders during
which  no  transfer of stock on the books of the corporation may be made,  or
may fix a date not more than sixty (60) days prior to the holding of any such
meeting as the day as of which shareholders entitled to notice of and to vote
at such meeting shall be determined.

Section 3.  Registered Shareholders.  Describes registered shareholders.

Section  4.   Checks, Drafts, Evidences of Indebtedness.  Describes  how  all
checks,  drafts,  evidences  of  indebtedness  are  to  be  handled  by   the
corporation.

Section  5.   Corporate  Contracts and Instruments; How  Executed.   Sets  an
execution procedure for contracts.

Section   6.    Stock   Certificates.   Describes  the  corporation's   stock
certificates, procedure for issuance and designates what officers may execute
the certificates.

Section  7.   Dividends.  Sets a procedure for the payment of  dividends,  if
any.

Section 8.  Fiscal Year.  Sets the Corporations fiscal year as December 31st.

Section 9.  Seal.  Describes what shall be inscribed on the corporate seal.

Section  10.  Representation of shares of other corporations.  Describes  the
procedure  for  voting  any  and  all shares  of  any  other  corporation  or
corporations, foreign or domestic, standing in the name of the corporation.

Section 11.  Construction and Definitions.  Explains that, unless the context
requires  otherwise,  the  general provisions,  rules  of  construction,  and
definitions  in  the North Dakota General Corporation Law  shall  govern  the
construction of the bylaws.

EXPLANATION:   This amendment was required as a result of the deficiencies in
the  current Bylaws relative to corporate matters which are important for any



company, however significantly more important to a public company with  added
disclosure and corporate governance issues.

POTENTIAL NEGATIVE CONSEQUENCES TO SHAREHOLDERS OF AMENDING AND RESTATING THE
BYLAWS.

     7-Majority Consent. The proposed change to the Bylaws allowing for
actions to be taken by a vote of the Company's majority shareholders
negatively impacts minority shareholders by not allowing them the ability to
share their opinions at a meeting of the shareholders and not allowing them
to actually vote to approve or deny the action that is to be taken.

      11-Change  in  Number of Directors. The proposed change to  the  Bylaws
allowing for there to be no fewer than 1 nor more than 7 directors may have a
negative effect on shareholders by allowing the Company to be governed  by  a
single  director. In such a circumstance decisions would be made by a  single
individual  without  the  assistance of  other  board  members.  Because  all
business  and  affairs of the Company and all corporate  powers  are  managed
under  the  direction  of  the  board of  directors,  a  board  of  directors
consisting  of one individual could have a material effect on the  operations
of the Company. The single board member would have the authority to:

*      Select  and  remove  all  officers,  agents,  and  employees  of   the
  corporation,  prescribe  such powers and duties for  them  as  may  not  be
  inconsistent with law, with the articles of incorporation or these  bylaws,
  fix their compensation, and require from them security for faithful service;

*     Change the principal executive office or the principal business  office
  from  one location to another; cause the corporation to be qualified to  do
  business in any other state, territory, dependency, or foreign country  and
  conduct business within or without the State; designate any place within or
  without the State for the holding of any stockholders' meeting, or meetings,
  including  annual  meetings; adopt, make and  use  a  corporate  seal,  and
  prescribe the forms of certificates of stock, and alter the form of such seal
  and of such certificates from time to time as in their judgment they may deem
  best, provided that such forms shall at all times comply with the provisions
  of law;

*     Authorize the issuance of shares of stock of the corporation from  time
  to  time, upon such terms as may be lawful, in consideration of money paid,
  labor  done  or services actually rendered, debts or securities  cancelled,
  tangible or intangible property actually received; and

*     Borrow money and incur indebtedness for the purpose of the corporation,
  and  cause  to  be executed and delivered therefor, in the corporate  name,
  promissory  notes,  bonds, debentures, deeds of trust, mortgages,  pledges,
  hypothecations, or other evidences of debt and securities therefor.

16-Fees and Compensation to Directors. The proposed amendment to the Bylaws
allowing for director fees and compensation could have a negative effect on
the Company and its shareholders. Directors may become influenced to act in



an unethical fashion because of financial motivations. In addition, directors
that are independent (not officers or employees of the Company) may be
compelled, through the payment of fees or other compensation, to jeopardize
their independence and act in a manner contrary to the best interests of the
Company or its shareholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT AND RESTATEMENT OF
THE BYLAWS.

ITEM 6.   Ratify the appointment of MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
as the Company's new auditor:

The  Company's  Board  of Directors has voted to engage MERDINGER,  FRUCHTER,
ROSEN  &  CORSO,  P.C. as its new independent auditor's for the  fiscal  year
ending  December 31, 2002. CLYDE BAILEY P.C., of San Antonio, Texas,  is  the
current  auditor  of  the Company. He has agreed to resign  as  auditor  upon
approval  of  the  shareholders of the ratification of  MERDINGER,  FRUCHTER,
ROSEN & CORSO, P.C.

The  change in accountants does not result from any dissatisfaction with  the
quality  of  professional  services rendered by  CLYDE  BAILEY  P.C.  as  the
Company's  independent  accountant. Please  see  the  "INDEPENDENT  AUDITORS"
section  of this Proxy Statement for additional information on the change  of
auditors.

THE  BOARD  OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF MERDINGER,
FRUCHTER, ROSEN & CORSO, P.C. FOR THE YEAR ENDED DECEMBER 31, 2002.

ITEM 7.   Authorization to adopt an Option Plan providing for Five Million
          (5,000,000) shares of common stock:

The Company's Board of Directors has approved the 2002 Stock Option Plan. The
plan  authorizes  the Company to issue 5,000,000 shares of common  stock  for
issuance  upon  exercise  of  options. The  plan  is  intended  to  encourage
directors,  officers,  employees and consultants of the  Company  to  acquire
ownership of Common Stock.  The opportunity so provided is intended to foster
in  participants  a  strong incentive to put forth  maximum  effort  for  the
continued  success and growth of the Company, to aid in retaining individuals
who  put  forth such efforts, and to assist in attracting the best  available
individuals  to  the  Company in the future. A copy of  the  option  plan  is
attached hereto as Exhibit C.

Officers  (including  officers who are members of the  Board  of  Directors),
directors (other than members of the Stock Option Committee (the "Committee")
to  be  established to administer the Stock Option Plan) and other  employees
and consultants of the Company and its subsidiaries (if established) will  be
eligible  to  receive  options  under the planned  Stock  Option  Plan.   The
Committee  will  administer the Stock Option Plan and  will  determine  those
persons to whom options will be granted, the number of options to be granted,
the provisions applicable to each grant and the time periods during which the
options  may  be  exercised.  No options may be granted more than  ten  years
after the date of the adoption of the Stock Option Plan.



Unless  the Committee, in its discretion, determines otherwise, non-qualified
stock  options will be granted with an option price equal to the fair  market
value  of the shares of Common Stock to which the non-qualified stock  option
relates  on the date of grant.  In no event may the option price with respect
to an incentive stock option granted under the Stock Option Plan be less than
the  fair  market  value of such Common Stock to which  the  incentive  stock
option relates on the date the incentive stock option is granted.

Each  option  granted under the Stock Option Plan will be exercisable  for  a
term  of  not  more  than ten years after the date of grant.   Certain  other
restrictions will apply in connection with this Plan when some awards may  be
exercised.   In  the event of a change of control (as defined  in  the  Stock
Option  Plan),  the  date on which all options outstanding  under  the  Stock
Option  Plan  may  first  be exercised will be accelerated.   Generally,  all
options terminate 90 days after a change of control.

     At the present time there is no intent to issue options under the plan.

THE  BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE 2002  STOCK
OPTION PLAN.

ITEM 8.   Adjourn  or  postpone  the meeting for the  purpose  of  soliciting
          additional proxies.

The  Company may adjourn or postpone the meeting to another day or  time  for
the purpose of soliciting additional proxies.

ITEM 9. Transaction of other business:

The  Company may transact such other business as may properly come before the
Annual meeting or any adjournment or postponement thereof, however, the Board
of Director's knows of no matters, other than those outlined above, that will
be presented for action at the Annual Meeting.

RECORD DATE AND VOTING AT THE ANNUAL MEETING

     The Board of Directors has fixed the close of business on March 1, 2002,
as  the  record  date for the determination of the shareholders  entitled  to
notice  of,  and  to  vote at, the Annual meeting and  any  adjournments  and
postponements  of  the  Annual meeting. On that day,  there  were  34,015,000
shares  of  Dakota  common  stock outstanding,  which  shares  were  held  by
approximately 67 shareholders of record. Holders of Dakota common  stock  are
entitled to one vote per share. Additionally, there were 1,500,000 shares  of
Dakota  preferred  stock outstanding, which shares were  held  by  the  three
directors.  Holders of the issued and outstanding preferred stock  have  10:1
voting rights, which in the aggregate constitute 15,000,000 votes.

      A  majority of the issued and outstanding shares of Dakota common stock
on  the  record  date, represented in person or by proxy, will  constitute  a
quorum for the transaction of business at the Annual meeting. If a quorum  is



not  present, the Annual meeting may be adjourned from time to time, until  a
quorum  is  present. Abstentions and broker non-votes are counted as  present
for  purposes  of determining the presence of a quorum at the Annual  meeting
for the transaction of business.

VOTES REQUIRED

      Approval of any Proposal requires the affirmative vote of holders of  a
majority of the outstanding shares of Dakota common stock entitled to vote at
the Annual meeting. A failure to vote or a broker non-vote will have the same
legal effect as a vote cast against approval of any Proposal.

      Brokers, and in many cases nominees, will not have discretionary  power
to  vote on the Proposals to be presented at the Annual meeting. Accordingly,
beneficial  owners of shares must instruct their brokers or nominees  how  to
vote their shares at the Annual meeting.

SOLICITATION AND PROXY SOLICITOR

      Dakota  will  bear  all  expenses of the  solicitation  of  proxies  in
connection  with  this proxy statement, including the cost of  preparing  and
mailing  this  proxy  statement. Dakota will reimburse brokers,  fiduciaries,
custodians and their nominees for reasonable out-of-pocket expenses  incurred
in  sending this proxy statement and other proxy materials to, and  obtaining
instructions  relating to such materials from, beneficial  owners  of  Dakota
common  stock.  Dakota  shareholder proxies may be  solicited  by  directors,
officers  and employees of Dakota strictly through the mailing of  the  proxy
statement only.

REVOCATION AND USE OF PROXIES

      The  enclosed proxy card is solicited on behalf of the Dakota Board  of
Directors.  A shareholder giving a proxy has the power to revoke  it  at  any
time  before it is exercised by (i) delivering a written notice revoking  the
proxy to Dakota before the vote at the Annual meeting; (ii) executing a proxy
with  a  later date and delivering it to Dakota before the vote at the Annual
meeting;  or  (iii) attending the Annual meeting and voting  in  person.  Any
written  notice  of revocation should be delivered to the  attention  of  the
Corporate  Secretary at Dakota, 4483 West Reno Avenue, Las Vegas,  NV  89118.
Attendance  at  the  Annual meeting without casting a  ballot  will  not,  by
itself, constitute revocation of a proxy.

Subject  to  proper revocation, all shares of Dakota common stock represented
at the Annual meeting by properly executed proxies received by Dakota will be
voted  in  accordance  with  the  instructions  contained  in  such  proxies.
Executed,  but  unmarked,  proxies  will  be  voted  "FOR"  approval  of  the
Proposals.

ADJOURNMENTS OR POSTPONEMENTS

Although it is not expected, the Annual meeting may be adjourned or postponed
for  the  purpose  of  soliciting  additional  proxies.  Any  adjournment  or
postponement of the Annual meeting may be made without notice, other than  by
an  announcement made at the Annual meeting, by approval of the holders of  a
majority of the votes present in person or represented by proxy at the Annual



meeting, whether or not a quorum exists.  Any adjournment or postponement  of
the  Annual  meeting  for the purpose of soliciting additional  proxies  will
allow  Dakota shareholders who have already sent in their proxies  to  revoke
them at any time prior to their use.

                       INTEREST OF CERTAIN PERSONS IN
                     OR OPPOSITION TO MATTERS ACTED UPON

      The  Company  is not aware of any interest that would be  substantially
affected through the change of the Company's name, change of the year end  to
12/31, amending the Certificate of Incorporation, amending and restating  the
Bylaws,  authorization  of  Option  Plan,  or  change  in  auditors,  whether
adversely or otherwise.

                               AUDIT COMMITTEE

      The  Board of Directors, elected not to incur the expense of  an  Audit
Committee.  Therefore,  at  this time the Company  does  not  have  an  Audit
Committee.

                            INDEPENDENT AUDITORS

The  Company's  Board  of Directors has voted to engage MERDINGER,  FRUCHTER,
ROSEN  &  CORSO,  P.C., of Los Angeles, California, as  its  new  independent
auditor's for the fiscal year ending December 31, 2002. CLYDE BAILEY P.C., of
San  Antonio, Texas, is the current auditor of the Company. He has agreed  to
resign  as  auditor upon approval of the shareholders of the ratification  of
MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.

The  change in accountants does not result from any dissatisfaction with  the
quality  of  professional  services rendered by  CLYDE  BAILEY  P.C.  as  the
Company's independent accountant.

A  representative of MERDINGER, FRUCHTER, ROSEN & CORSO, P.C. is not expected
to be present at the Annual meeting.

Disagreements with Accountants on Accounting and Financial Disclosure

      The  audit  reports  issued by CLYDE BAILEY P.C. with  respect  to  the
Company's year ended October 31, 2001 financial statements did not contain an
adverse  opinion  or  disclaimer of opinion, and were  not  qualified  as  to
uncertainty,  audit  scope  or  accounting principles.  There  have  been  no
disagreements  between the Company and CLYDE BAILEY P.C.  on  any  matter  of
accounting  principles  or  practices,  financial  statement  disclosure   or
auditing  scope  or procedure, which disagreements, if not  resolved  to  the
satisfaction of CLYDE BAILEY P.C., would have caused them to make a reference
to  the  subject  matter of the disagreement in connection with  their  audit
report.



Audit Fees

For  professional  services rendered with respect to the  audit  of  Dakota's
annual financial statements for the year ended October 31, 2001, Dakota  paid
to CLYDE BAILEY P.C. fees in the amount of $3,750.

All Other Fees

Dakota  paid $1,650 to CLYDE BAILEY P.C. for audit comment responses  to  the
Form SB-2 for the year ended October 31, 2001.

In  view of the fact that Dakota did not pay to CLYDE BAILEY P.C. any fees in
its fiscal year ended October 31, 2001 other than fees for audit services and
audit  related comment responses, the Board of Directors was not required  to
consider whether the provision of services other than audit services by CLYDE
BAILEY P.C. is compatible with maintaining CLYDE BAILEY P.C. independence  in
performing audit services.

                       CURRENT OFFICERS AND DIRECTORS

The  directors are to be elected to the Board of Directors for  one  year  to
serve  until  the  2003  Annual  meeting  of  shareholders  and  until  their
successors are elected and qualified.

The following table sets forth information regarding each nominee.

                                       Current Positions and Offices
Name                      Age                   With Dakota
                        
Gregg Giuffria            50   CEO, Chairman and Director
Richard L. Hannigan, Sr.  53   President, Secretary, Treasurer and Director
Veldon Simpson            61   Director

Gregg Giuffria, age 50, is Chairman of the Board/Chief Executive Officer  and
Director  of  Dakota  Imaging, Inc. Mr. Giuffria  was  a  member  of  Outland
Development  LLC from October, 2000 through the Voyager transaction,  January
30, 2002. From April, 1997 to October, 2000, Mr. Giuffria served as President
and  COO  of  Full  House  Resorts,  Inc.   The  companies  business  is  the
development  and  management  of hotel, casino,  resort  and  amusement  park
projects.   From  November, 1995 to November, 1996, Mr.  Giuffria  was  vice-
president of corporate development for Casino Data Systems, Inc.  Casino Data
Systems,  Inc.'s business was data and accounting software and  slot  machine
manufacturing.  Mr. Giuffria also owned and controlled the patent rights  and
sub-license  rights  of  "The Telnaes Patent," a gaming  and  casino  patent.
These  rights  were  subsequently  sold to  Casino  Data  Systems,  Inc.  and
International Game Technology; sublicenses were granted to other companies as
well.

Richard  L.  Hannigan,  Sr.,  age  53,  is President/Secretary/Treasurer  and
Director  of  Dakota  Imaging, Inc.  Mr. Hannigan has  been  President  of  a
design/construction  company,  Synthetic  Systems,  Inc.  since  1991.   This
company  specializes  in  custom designs for  interior  and  exterior  casino
construction.  Under Mr. Hannigan's control Synthetic Systems, Inc. has  been
involved  in several casino projects in Las Vegas, including the Luxor  Hotel



Casino,  interior  themed areas and exterior main  entry  Sphinx.   Prior  to
Synthetic  Systems, Inc., Mr. Hannigan owned and operated two consulting  and
construction   companies  from  1983-1991.   These  companies,  Architectural
Services,  Inc.  and  Architectural Systems,  Inc.,  respectively  have  been
responsible for construction projects located in Las Vegas, Palm Springs, Los
Angeles and Salt Lake City.  Mr. Hannigan, consulted for exterior glazing and
exotic fenestrations on commercial as well as casino companies, in Las Vegas.

Veldon  Simpson,  age 61, is a Director of Dakota Imaging, Inc.  Mr.  Simpson
graduated from Arizona State University's five year architectural Program and
holds Masters Degree in Architecture.  Mr. Simpson, for the past 35 years has
been the owner of Veldon Simpson-Architect, Inc., the Architect of Record for
many  projects  and  each  of  the projects was personally  designed  by  Mr.
Simpson, some of the projects are: MGM Grand Hotel & Casino, Excalibur  Hotel
&  Casino, Luxor Hotel & Casino, Circus-Circus Skyrise Hotel, Colorado  Belle
Hotel  & Casino, Edgewater Hotel & Casino, San Remo Hotel & Casino, Avi Hotel
&  Casino,  Casa Blanca Hotel & Casino, Riviera Hotel & Casino, Dobson  Ranch
Inn,  &  Scottsday  Inn,  Casino Royale, Waco Casino in  Sanya  City,  Hainan
Province, Mainland China, Remodeled the Dunes Casino, and the Sands Casino  &
Expo Center, Palace Station Hotel & Casino, Big Bear California Sky Lodge and
The  Inn at The Space Needle in Seattle, WA.  As Architect of Record for  the
World's Largest Casino's, the company of Veldon Simpson-Architect, Inc.,  was
rated #1 in the USA for the years 1991-1993.

There are no family relationships between any of the above persons

Executive  officers are to be elected by the Board of Directors of Dakota  at
its  meeting  of directors held immediately following the Annual  meeting  of
shareholders  to  serve for the ensuing year or until their  successors  have
been elected. There are no arrangements or understandings between any officer
and any other person pursuant to which the officer is to be elected.

BOARD OF DIRECTORS MEETINGS

      The  Board of Directors of Dakota met once during the fiscal year ended
October 31, 2001.

INSIDER PARTICIPATION IN COMPENSATION DECISIONS

      The Company has no separate Compensation Committee; the entire Board of
Directors makes decisions regarding executive compensation.

BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION

The  Board  of Directors has no existing policy with respect to the  specific
relationship of corporate performance to executive compensation.   The  Board
has set executive compensation at what the Board considered to be the minimal
levels  necessary to retain and compensate the officers of  the  company  for
their activities on the Company's behalf.


                           EXECUTIVE COMPENSATION

The  compensation  which  the Company accrued or paid  to  the  Officers  for
services  in  all  capacities  and for the fiscal  years  indicated,  was  as
follows:

                                                              Long Term
                           Annual Compensation              Compensation
                                           Other Annual  Restricted
Name             Year     Salary     Bonus Compensation     Stock    Options
                                                  
Lawrence         2001    $154,073     -0-       -0-          -0-       -0-
Nieters (1)-     2000    $162,500     -0-       -0-          -0-       -0-
Former           1999    $162,500     -0-       -0-          -0-       -0-
President,
Treasurer and
Director
JoEll Nieters    2001    $19,333      -0-       -0-          -0-       -0-
(2)-  Former     2000    $16,000      -0-       -0-          -0-       -0-
Vice President,  1999    $16,000      -0-       -0-          -0-       -0-
Secretary and
Director

Frances Hedman   2001      -0-        -0-       -0-          -0-       -0-
(3)-  Former     2000      -0-        -0-       -0-          -0-       -0-
Director         1999      -0-        -0-       -0-          -0-       -0-

Gregg Giuffria   2002      -0-        -0-       -0-          -0-       -0-
(4)-  CEO and
Director
Richard          2002      -0-        -0-       -0-          -0-       -0-
Hannigan (4)-
President,
Secretary,
Treasurer and
Director
Veldon Simpson   2002      -0-        -0-       -0-          -0-       -0-
(4)- Director


(1)   Mr. Nieters served as the Company's President, Treasurer and a Director
from its inception in 1991 through February 8, 2002. From October 31, 2001 to
February 8, 2002 Mr. Nieters was paid cash compensation of $39,350.
(2)   Mrs.  Nieters served as the Company's Vice President, Secretary  and  a
Director  from its inception in 1991 through February 8, 2002.  From  October
31,  2001  to  February  8, 2002 Mrs. Nieters was paid cash  compensation  of
$4,825.
(3)  Mr. Hedman served as a Director of the Company from its inception in
1991 through February 8, 2002.
(4)  Messieurs Giuffria, Hannigan and Simpson were appointed as directors and
elected  as officers of the Company on February 8, 2002. The Company has  not
formally  established  a compensation plan for any of these  individuals  and
through  the  date  of  this Proxy Statement none  of  the  individuals  have
received any monetary compensation from the Company.

               VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

     The following table sets forth the beneficial ownership of the Company's
common  stock  of each beneficial owner of more than 5% of the common  stock,
director, officer, and all directors and officers of the Company as a group:



                                       Number              Number
                                     of Shares  Percent   of Shares Percent
Name of Owner (1)                      Common      Of     Preferred    Of
                                                 Class       (3)     Class
                                                  (2)                 (2)
                                                        
Officers and Directors of the
Registrant
   Gregg Giuffria, CEO & Director
(4)                                   6,000,000      18%    500,000   33.33%
   Richard Hannigan, President,
Secretary, Treasurer & Director (4)
                                      6,000,000      18%    500,000   33.33%
   Veldon Simpson, Director (4)       6,000,000      18%    500,000   33.33%

Officers and Directors as a Group    18,000,000      54%  1,500,000     100%

Beneficial Owners
   Rainbird Trust (5)                 3,600,000      11%        -0-      -0-
   Brian Gale                         1,750,000       5%        -0-      -0-
   Chad Kunz                          2,250,000       7%        -0-      -0-
   Dale Nelson                        1,750,000       5%        -0-      -0-

Beneficial Owners as a Group          9,350,000      28%        -0-      -0-

Officers,  Directors and Beneficial
Owners as a Group                    27,350,000      82%  1,500,000     100%

(1)   As  used in this table, "beneficial ownership" means the sole or shared
power  to vote, or to direct the voting of, a security, or the sole or shared
investment  power with respect to a security (i.e., the power to dispose  of,
or to direct the disposition of, a security).
(2)  Figures are rounded to the nearest percentage.
(3)   The Series A Preferred Converts to Common Stock at 1 share of Preferred
for  10 shares of Common. Each share of Series A Preferred has 10 to 1 voting
rights.
(4)   Messieurs  Giuffria,  Hannigan and Simpson  acquired  there  shares  on
February  8,  2002  as  part  of the tri-party reverse  merger  with  Voyager
Ventures, Inc. Each of the individuals were shareholders of Voyager and  were
each  issued  1,100,000 shares of Series A preferred stock  in  exchange  for
their  Voyager  shares. Immediately upon closing of the merger  each  of  the
individuals converted 600,000 shares of the Series A preferred stock  thereby
resulting in their current holdings.
(5)   Rainbird Trust acquired its shares on February 8, 2002 as part  of  the
tri-party  reverse  merger  with  Voyager Ventures,  Inc.  The  Trust  was  a
shareholder  of Voyager and was issued 360,000 shares of Series  A  preferred
stock  in  exchange for its Voyager shares. Immediately upon closing  of  the
merger  the  Trust  converted all of its Series  A  preferred  stock  thereby
resulting in its current holdings.  The dispositive and voting control of the
Rainbird Trust is shared by Barton E. Shapkin and Loretta Davis,

           SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Under the securities laws of the United States, the Company's directors,
its executive officers, and any persons holding ten percent (10%) or more  of
the  Company's  Common Stock must report on their ownership of the  Company's
Common Stock and any changes in that ownership to the Securities and Exchange



Commission.  Specific  due  dates for these reports  have  been  established.
During  the  year ended October 31, 2001, all of the Company's  officers  and
directors  were late in filing their initial holdings on Form 3.  Other  than
the  late  filing  of  the Form 3's, the Company believes  that  all  reports
required to be filed by Section 16(a) were filed on a timely basis.

            CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The  Company's wholly-owned subsidiary, Voyager Ventures, Inc., has  numerous
related  party  transactions  with  Synthetic  Systems,  Inc.  ("Synthetic").
Synthetic is a company owned 100% by Richard Hannigan, Sr., President of  the
Company.  Synthetic advances funds when needed for operating purposes.  These
advances bear interest at 5% per annum and are payable upon demand.  Interest
expense  totaled  $150, $2,000 and $1,500, respectively, as  of  January  31,
2002,  and December 31, 2001 and 2000. As of January 31, 2002, Voyager had  a
balance due to Synthetic in the amount of $46,356.

Additionally,  Voyager  has  received funds from  Greg  Giuffria  and  Veldon
Simpson, both officers and directors of the Company, from time to time in the
past.  As  of January 31, 2002, Voyager had a balance due to Mr. Giuffria  of
$1,884 and a balance due to Mr. Simpson of $834.

              SHAREHOLDER PROPOSALS FOR THE 2003 ANNUAL MEETING

Qualified  shareholders  who want to have proposals  presented  at  the  2003
annual meeting must deliver them to the Company by December 1, 2002, in order
to be considered for inclusion in next year's proxy statement and proxy.

                                OTHER MATTERS

As  of  the  date  of this proxy statement, the Board of Directors  does  not
intend  to  bring  any  other business before the Annual  meeting  of  Dakota
shareholders  and, so far as is known to the Board of Directors,  no  matters
are to be brought before the Annual meeting except as specified in the notice
of  Annual meeting. However, as to any other business that may properly  come
before  the  Annual meeting, the proxy holders intend to vote the proxies  in
respect  thereof  in  accordance  with the recommendation  of  the  Board  of
Directors.

                       EXPENSES OF PROXY SOLICITATION

The  principal solicitation of proxies will be made by mail. However, certain
officers  of  the  Company, none of whom will be compensated  therefore,  may
solicit  proxies  by letter, telephone or personal solicitation.  Expense  of
distributing  this  Proxy  Statement  to  shareholders,  which  may   include
reimbursements to banks, brokers, and other custodians for their expenses  in
forwarding this Proxy Statement, will be borne exclusively by Dakota.

                     WHERE YOU CAN FIND MORE INFORMATION

Dakota files Annual, quarterly and Annual reports, proxy statements and other
information  with the Securities and Exchange Commission. You  may  read  and
copy any reports, statements or other information that Dakota files with  the
Securities   and   Exchange  Commission  at  the  Securities   and   Exchange
Commission's website at "http://www.sec.gov."



Shareholders  may  obtain  documents by requesting  them  in  writing  or  by
telephone from the Dakota at the following address:


                            DAKOTA IMAGING, INC.
                            4483 West Reno Avenue
                             Las Vegas, NV 89118
                                (702) 221-8070

You should rely only on the information contained in this proxy statement. We
have  not authorized anyone to provide you with information that is different
from what is contained in this proxy statement. This proxy statement is dated
March 20, 2002. You should not assume that the information contained in  this
proxy statement is accurate as of any date other than that date.



                             FRONT SIDE OF PROXY


                                    PROXY
                            DAKOTA IMAGING, INC.
                            4483 West Reno Avenue
                             Las Vegas, NV 89118
                               (702) 221-8070

                       ANNUAL MEETING OF SHAREHOLDERS
                               April 4,2, 2002

         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                           OF DAKOTA IMAGING, INC.

The   undersigned  shareholder  of  DAKOTA  IMAGING,  INC.,  a  North  Dakota
corporation (the "Company"), hereby appoints Richard Hannigan, as proxy, with
the  power to appoint his or her substitute, and hereby authorizes either  of
them  to  represent, and to vote as designated on the reverse side,  all  the
shares  of  common  stock  of Dakota Imaging, Inc.  held  of  record  by  the
undersigned on March 1, 2002, at the Annual Meeting of Shareholders of Dakota
Imaging,  Inc.,  to be held at The Conference Room, Suite 115111  -  1850  E.
Flamingo Road, Las Vegas, Nevada 89119, on April 42 2002, at 10:00 a.m. local
time and at all adjournments or postponements thereof.

THIS  PROXY,  WHEN  PROPERLY EXECUTED, WILL BE VOTED IN THE  MANNER  DIRECTED
HEREIN  BY  THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS  PROXY
WILL BE VOTED FOR THE BOARD OF DIRECTORS AS NOMINATED, THE CHANGE OF YEAR END
TO   12/31,  THE  CHANGE  OF  NAME,  THE  AMENDMENT  TO  THE  CERTIFICATE  OF
INCORPORATION,  THE AMENDMENT AND RESTATEMENT OF THE BYLAWS, THE  APPOINTMENT
OF  THE ACCOUNTING FIRM OF MERDINGER, FRUCHTER, ROSEN & CORSO, P.C., AND  THE
ADOPTION OF THE STOCK OPTION PLAN.

          [X]  PLEASE MARK YOUR VOTES AS INDICATED IN THIS EXAMPLE

THE  BOARD  OF  DIRECTORS OF DAKOTA IMAGING, INC. RECOMMENDS A VOTE  FOR  THE
PROPOSALS SET FORTH BELOW.

1.    Proposal to approve the following Directors to serve through  the  next
year, Gregg Giuffria, Veldon Simpson, and Richard Hannigan;

Gregg Giuffria      [ ]  FOR  [ ]  AGAINST        [ ]  ABSTAIN
                    [ ] WITHHOLD VOTE

Veldon Simpson      [ ]  FOR  [ ]  AGAINST        [ ]  ABSTAIN
                    [ ]  WITHHOLD VOTE

Richard Hannigan    [ ]  FOR  [ ]  AGAINST        [ ]  ABSTAIN
                    [ ]  WITHHOLD VOTE

2.   To change the Company's fiscal year end to December 31:

     [ ]  FOR       [ ]  AGAINST        [ ]  ABSTAIN



3.    To  change  the  name of Dakota Imaging, Inc. to Voyager  Entertainment
International, Inc.;

[ ]  FOR       [ ]  AGAINST        [ ]  ABSTAIN

4.   To amend the Company's Certificate of Incorporation;

[ ]  FOR       [ ]  AGAINST        [ ]  ABSTAIN

5.   To amend and restate the Company's Bylaws;

     [ ]  FOR       [ ]  AGAINST        [ ]  ABSTAIN

6.    Ratify the appointment of MERDINGER, FRUCHTER, ROSEN & CORSO,  P.C.  as
the Company's auditor;

[ ]  FOR       [ ]  AGAINST        [ ]  ABSTAIN

7.    To  adopt a stock option plan providing for options on up to 5  million
shares of common stock;

     [ ]  FOR       [ ]  AGAINST        [ ]  ABSTAIN

8.    To  adjourn  or  postpone  the meeting for the  purpose  of  soliciting
additional proxies.

     [ ]  FOR       [ ]  AGAINST        [ ]  ABSTAIN

THIS  PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY WITH RESPECT TO ANY  OTHER
MATTER  UNKNOWN A REASONABLE TIME BEFORE THE SOLICITATION, WHICH MAY PROPERLY
COME  BEFORE THE MEETING OR ANY MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL
MEETING. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF  ANNUAL
MEETING AND PROXY STATEMENT.

                                        Date: ___________________, 2002

_______________________________         ____________________________________
(Signature)                             (Joint Owner's Signature)
Please  sign exactly as your name appears on proxy. When signing as attorney,
guardian,  executor,  administrator or trustee, please  give  title.  If  the
signer  is  a corporation, give the full corporate name and sign  by  a  duly
authorized  officer,  showing  the  officer's  title.  EACH  joint  owner  is
requested to sign.

         PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY



                                  EXHIBIT A



                          AMENDMENT TO CERTIFICATE
                             OF INCORPORATION OF
                            DAKOTA IMAGING, INC.



  1.   The  name  of  the  corporation  as  reflected  in  the  Articles   of
       Incorporation on file with the Secretary of State

                            Dakota Imaging, Inc.

  2.   Federal ID#

                                 45-0420093

  4.   Complete mailing address of the principal place of business:

       4483 West Reno Avenue
       Las Vegas, NV 89118

  6.   The following amendment has been adopted pursuant to the provisions of
       the North Dakota Business Corporation Act, North Dakota Century Code,
       Chapter 10-19-1:

          I, the undersigned, Richard Hannigan, do hereby certify:

          That   the  Board  of  Directors  of  Dakota  Imaging,  Inc.  ("the
          Company"),  at a meeting duly convened and held on the 8th  day  of
          February,  adopted a resolution to amend the original  articles  as
          follows:

     A.   Paragraph 1 shall be deleted in its entirety and the following
     inserted in lieu thereof:

       1.    The  Name  of  the corporation as reflected in the  Articles  of
           Incorporation on file with the Secretary of State.

                  VOYAGER ENTERTAINMENT INTERNATIONAL, INC.

          B.   The following shall be added as Article 6.

     Pursuant  to Section 10-19.1-75 of the North Dakota Business Corporation
     Act,  any action which may be taken at any annual or special meeting  of
     stockholders may be taken without a meeting and without prior notice, if
     a  consent  in writing, setting forth the action so taken, is signed  by
     the  holders  of  outstanding shares having not less  than  the  minimum
     number of votes that would be necessary to authorize or take such action
     at  a  meeting at which all shares entitled to vote thereon were present
     and  voted.  All such consents shall be filed with the secretary of  the
     corporation  and  shall  be maintained in the  corporate  records.   Any



     stockholder  giving  a  written  consent,  or  the  stockholder's  proxy
     holders,  or a transferee of the shares of a personal representative  of
     the  stockholder  of  their respective proxy  holders,  may  revoke  the
     consent by a writing received by the secretary of the corporation  prior
     to  the  time that written consents of the number of shares required  to
     authorize the proposed action have been filed with the secretary.

     A  notice of action to be taken by majority stockholder consent shall be
     sent  or  otherwise given in a manner in accordance with  Section  5  of
     Article II of the Bylaws, not less than twenty (20) calendar days  prior
     to  the  earliest date on which the corporate action may be  taken.  The
     notice  shall specify: (i) the general nature of the corporate action(s)
     to be taken; (ii) the date on which the majority stockholder consent was
     given; (iii) the effects of the action(s) on the corporation and/or  its
     stockholders; and (iv) any conflicts of interest that are  present  with
     regards to the action(s) to be taken between the corporation's officers,
     directors and/or their affiliates.  A Shareholder who does not  sign  or
     consent to the written action has no liability for the action or actions
     taken by the written actions.

  7.   The Amendment shall be effective upon Shareholder consent.

  8.   The  amendment was adopted on ___________ at a meeting of shareholders
       where a quorum was present and _____% of the issued and outstanding
       shares voted in favor of the amendment either in person or by proxy.

  9.   The shares of the Corporation are unaffected by the amendment.

  10.  The  undersigned, a person authorized by the corporation to  sign  the
       amendment, has read the foregoing Articles of Amendment, knows the
       contents thereof, and believes the statements made thereon to be true.


       DATED: ______________


                                     ______________________________
                                     RICHARD HANNIGAN
                                     President


    11.   Name of person to contact about this amendment:   Debbie Amigone
     E-Mail Address                securities@securitieslawinstitute.com
     Daytime Telephone No.:        (702) 866-5800


                                  EXHIBIT B



                            AMENDED AND RESTATED
                                   BYLAWS

                                     OF

                      DAKOTA IMAGING, INC.
         (to be known as VOYAGER ENTERTAINMENT INTERNATIONAL, INC.)
                   a North Dakota corporation


                           ARTICLE I

                            OFFICES

          Section 1.     PRINCIPAL OFFICES.  The principal office shall be in
the City of Las Vegas, County of Clark, State of Nevada.

          Section  2.     OTHER OFFICES.  The board of directors may  at  any
time establish branch or subordinate offices at any place or places where the
corporation is qualified to do business.

                           ARTICLE II

                    MEETINGS OF STOCKHOLDERS

          Section  1.     PLACE OF MEETINGS.  Meetings of stockholders  shall
be  held  at any place within or without the State of North Dakota designated
by  the  board  of  directors.   In  the absence  of  any  such  designation,
stockholders' meetings shall be held at the principal executive office of the
corporation.

          Section   2.       ANNUAL   MEETINGS.   The  annual   meetings   of
stockholders  shall be held at a date and time designated  by  the  board  of
directors.   (At  such  meetings, directors shall be elected  and  any  other
proper business may be transacted by a plurality vote of stockholders.)

          Section  3.      SPECIAL  MEETINGS.   A  special  meeting  of   the
stockholders,  for any purpose or purposes whatsoever, unless  prescribed  by
statute or by the articles of incorporation, may be called at any time by the
president and shall be called by the president or secretary at the request in
writing of a majority of the board of directors, or at the request in writing
of  stockholders holding shares in the aggregate entitled to  cast  not  less
than a majority of the votes at any such meeting.

          The  request  shall  be in writing, specifying  the  time  of  such
meeting,  the  place  where it is to be held and the general  nature  of  the
business proposed to be transacted, and shall be delivered personally or sent
by  registered mail or by telegraphic or other facsimile transmission to  the
chairman of the board, the president, any vice president or the secretary  of



the  corporation.  The officer receiving such request forthwith  shall  cause
notice  to be given to the stockholders entitled to vote, in accordance  with
the provisions of Sections 4 and 5 of this Article II, that a meeting will be
held at the time requested by the person or persons calling the meeting,  not
less than thirty-five (35) nor more than sixty (60) days after the receipt of
the  request.   If  the  notice is not given within twenty  (20)  days  after
receipt of the request, the person or persons requesting the meeting may give
the  notice.  Nothing contained in this paragraph of this Section 3 shall  be
construed  as  limiting,  fixing or affecting the  time  when  a  meeting  of
stockholders called by action of the board of directors may be held.

          Section  4.      NOTICE OF STOCKHOLDERS' MEETINGS.  All notices  of
meetings of stockholders shall be sent or otherwise given in accordance  with
Section 5 of this Article II not less than ten (10) nor more than sixty  (60)
days  before the date of the meeting being noticed.  The notice shall specify
the  place,  date and hour of the meeting and (i) in the case  of  a  special
meeting the general nature of the business to be transacted, or (ii)  in  the
case of the annual meeting those matters which the board of directors, at the
time of giving the notice, intends to present for action by the stockholders.
The  notice of any meeting at which directors are to be elected shall include
the  name  of  any  nominee or nominees which, at the  time  of  the  notice,
management intends to present for election.

          If  action  is proposed to be taken at any meeting for approval  of
(i)  contracts or transactions in which a director has a direct  or  indirect
financial interest, (ii) an amendment to the articles of incorporation, (iii)
a  reorganization of the corporation, (iv) dissolution of the corporation, or
(v) a distribution to preferred stockholders, the notice shall also state the
general nature of such proposal.

          Section  5.      MANNER  OF  GIVING NOTICE;  AFFIDAVIT  OF  NOTICE.
Notice of any meeting of stockholders shall be given either personally or  by
first-class  mail  or  telegraphic or other  written  communication,  charges
prepaid,  addressed  to the stockholder at the address  of  such  stockholder
appearing on the books of the corporation or given by the stockholder to  the
corporation  for the purpose of notice.  If no such address  appears  on  the
corporation's books or is given, notice shall be deemed to have been given if
sent by mail or telegram to the corporation's principal executive office,  or
if  published  at  least once in a newspaper of general  circulation  in  the
county where this office is located.  Personal delivery of any such notice to
any officer of a corporation or association or to any member of a partnership
shall constitute delivery of such notice to such corporation, association  or
partnership.   Notice shall be deemed to have been given  at  the  time  when
delivered  personally or deposited in the mail or sent by telegram  or  other
means  of written communication.  In the event of the transfer of stock after
delivery or mailing of the notice of and prior to the holding of the meeting,
it  shall  not be necessary to deliver or mail notice of the meeting  to  the
transferee.

          If  any  notice addressed to a stockholder at the address  of  such
stockholder  appearing on the books of the corporation  is  returned  to  the
corporation by the United States Postal Service marked to indicate  that  the
United  States  Postal  Service  is unable  to  deliver  the  notice  to  the
stockholder at such address, all future notices or reports shall be deemed to
have  been  duly given without further mailing if the same shall be available



to  the  stockholder upon written demand of the stockholder at the  principal
executive office of the corporation for a period of one year from the date of
the giving of such notice.

          An  affidavit of the mailing or other means of giving any notice of
any  stockholders'  meeting  shall be executed by  the  secretary,  assistant
secretary  or any transfer agent of the corporation giving such  notice,  and
shall be filed and maintained in the minute book of the corporation.

          Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.

          Section 6.     QUORUM.  The presence in person or by proxy  of  the
holders  of  a  majority of the shares entitled to vote  at  any  meeting  of
stockholders  shall  constitute a quorum for  the  transaction  of  business,
except  as  otherwise provided by statute or the articles  of  incorporation.
The  stockholders present at a duly called or held meeting at which a  quorum
is present may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum, if any  action
taken  (other  than adjournment) is approved by at least a  majority  of  the
shares required to constitute a quorum.

          Section   7.       ADJOURNED  MEETING  AND  NOTICE  THEREOF.    Any
stockholders' meeting, annual or special, whether or not a quorum is present,
may  be adjourned from time to time by the vote of the majority of the shares
represented at such meeting, either in person or by proxy, but in the absence
of a quorum, no other business may be transacted at such meeting.

          When  any  meeting of stockholders, either annual  or  special,  is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at a meeting at which the
adjournment is taken.  At any adjourned meeting the corporation may  transact
any business which might have been transacted at the original meeting.

          Section  8.      VOTING.   Unless  a record  date  set  for  voting
purposes  be  fixed as provided in Section 1 of Article VII of these  bylaws,
only  persons  in  whose names shares entitled to vote  stand  on  the  stock
records of the corporation at the close of business on the business day  next
preceding the day on which notice is given (or, if notice is waived,  at  the
close  of  business on the business day next preceding the day on  which  the
meeting  is held) shall be entitled to vote at such meeting.  Any stockholder
entitled to vote on any matter other than elections of directors or officers,
may  vote part of the shares in favor of the proposal and refrain from voting
the  remaining  shares  or  vote  them against  the  proposal,  but,  if  the
stockholder fails to specify the number of shares such stockholder is  voting
affirmatively,  it  will  be  conclusively presumed  that  the  stockholder's
approving vote is with respect to all shares such stockholder is entitled  to
vote.   Such vote may be by voice vote or by ballot; provided, however,  that
all elections for directors must be by ballot upon demand by a stockholder at
any election and before the voting begins.



          When a quorum is present or represented at any meeting, the vote of
the  holders of a majority of the stock having voting power present in person
or  represented  by  proxy  shall decide any  question  brought  before  such
meeting,  unless the question is one upon which by express provision  of  the
statutes or of the articles of incorporation a different vote is required  in
which  case  such express provision shall govern and control the decision  of
such  question.   Every  stockholder of record of the  corporation  shall  be
entitled at each meeting of stockholders to one vote for each share of  stock
standing in his name on the books of the corporation.

          Section  9.     WAIVER OF NOTICE OR CONSENT BY ABSENT STOCKHOLDERS.
The  transactions at any meeting of stockholders, either annual  or  special,
however  called and noticed, and wherever held, shall be as valid  as  though
had  at  a  meeting duly held after regular call and notice, if a  quorum  be
present  either  in person or by proxy, and if, either before  or  after  the
meeting,  each person entitled to vote, not present in person  or  by  proxy,
signs a written waiver of notice or a consent to a holding of the meeting, or
an approval of the minutes thereof.  The waiver of notice or consent need not
specify either the business to be transacted or the purpose of any regular or
special  meeting of stockholders, except that if action is taken or  proposed
to  be  taken  for approval of any of those matters specified in  the  second
paragraph  of Section 4 of this Article II, the waiver of notice  or  consent
shall  state the general nature of such proposal.  All such waivers, consents
or  approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

          Attendance of a person at a meeting shall also constitute a  waiver
of  notice  of such meeting, except when the person objects, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened, and except that attendance at a meeting is not a
waiver of any right to object to the consideration of matters not included in
the notice if such objection is expressly made at the meeting.

          Section  10.     STOCKHOLDER ACTION BY WRITTEN  CONSENT  WITHOUT  A
MEETING.   Any action which may be taken at any annual or special meeting  of
stockholders  may be taken without a meeting and without prior notice,  if  a
consent  in  writing, setting forth the action so taken,  is  signed  by  the
holders  of  outstanding shares having not less than the  minimum  number  of
votes  that would be necessary to authorize or take such action at a  meeting
at  which  all shares entitled to vote thereon were present and  voted.   All
such  consents shall be filed with the secretary of the corporation and shall
be  maintained  in the corporate records.  Any stockholder giving  a  written
consent, or the stockholder's proxy holders, or a transferee of the shares of
a  personal  representative  of the stockholder  of  their  respective  proxy
holders, may revoke the consent by a writing received by the secretary of the
corporation prior to the time that written consents of the number  of  shares
required to authorize the proposed action have been filed with the secretary.

          Section 11.    NOTICE OF ACTION TO BE TAKEN BY MAJORITY STOCKHOLDER
CONSENT.   A  notice  of action to be taken by majority  stockholder  consent
shall be sent or otherwise given in a manner in accordance with Section 5  of
this Article II not less than twenty (20) calendar days prior to the earliest
date  on  which the corporate action may be taken. The notice shall  specify:
(i)  the general nature of the corporate action(s) to be taken;(ii) the  date
on which the majority stockholder consent was given; (iii) the effects of the



action(s)  on the corporation and/or its stockholders; and (iv) any conflicts
of  interest  that  are  present with regards to the action(s)  to  be  taken
between the corporation's officers, directors and/or their affiliates.

          A  shareholder  who does not sign or consent to the written  action
has no liability for the action or actions taken by the written actions.

          Section  12.     PROXIES.   Every  person  entitled  to  vote   for
directors  or  on any other matter shall have the right to do  so  either  in
person  or by one or more agents authorized by a written proxy signed by  the
person  and  filed with the secretary of the corporation.  A proxy  shall  be
deemed  signed if the stockholder's name is placed on the proxy  (whether  by
manual signature, typewriting, telegraphic transmission or otherwise) by  the
stockholder or the stockholder's attorney in fact.  A validly executed  proxy
which does not state that it is irrevocable shall continue in full force  and
effect  unless revoked by the person executing it, prior to the vote pursuant
thereto, by a writing delivered to the corporation stating that the proxy  is
revoked  or  by a subsequent proxy executed by, or attendance at the  meeting
and  voting  in person by the person executing the proxy; provided,  however,
that no such proxy shall be valid after the expiration of six (6) months from
the date of such proxy, unless coupled with an interest, or unless the person
executing it specifies therein the length of time for which it is to continue
in  force, which in no case shall exceed seven (7) years from the date of its
execution.   Subject  to the above and the provisions  of  the  North  Dakota
General Corporation Law, any proxy duly executed is not revoked and continues
in  full  force and effect until an instrument revoking it or a duly executed
proxy bearing a later date is filed with the secretary of the corporation.

          Section  13.     INSPECTORS OF ELECTION.   Before  any  meeting  of
stockholders,  the  board of directors may appoint  any  persons  other  than
nominees  for office to act as inspectors of election at the meeting  or  its
adjournment.  If no inspectors of election are appointed, the chairman of the
meeting  may,  and  on  the request of any stockholder or  his  proxy  shall,
appoint  inspectors  of election at the meeting.  The  number  of  inspectors
shall  be  either  one (1) or three (3).  If inspectors are  appointed  at  a
meeting on the request of one or more stockholders or proxies, the holders of
a  majority of shares or their proxies present at the meeting shall determine
whether  one (1) or three (3) inspectors are to be appointed.  If any  person
appointed  as  inspector  fails to appear or fails or  refuses  to  act,  the
vacancy  may  be filled by appointment by the board of directors  before  the
meeting, or by the chairman at the meeting.

          The duties of these inspectors shall be as follows:

               (a)  Determine the number of shares outstanding and the voting
power  of  each,  the shares represented at the meeting, the existence  of  a
quorum, and the authenticity, validity, and effect of proxies;

               (b)  Receive votes, ballots, or consents;

               (c)   Hear and determine all challenges and questions  in  any
way arising in connection with the right to vote;



               (d)  Count and tabulate all votes or consents;

               (e)  Determine the election result; and

               (f)   Do  any  other acts that may be proper  to  conduct  the
election or vote with fairness to all stockholders.


                          ARTICLE III

                           DIRECTORS

          Section  1.      POWERS.  Subject to the provisions  of  the  North
Dakota  General  Corporation  Law  and any limitations  in  the  articles  of
incorporation and these bylaws relating to action required to be approved  by
the  stockholders or by the outstanding shares, the business and  affairs  of
the  corporation shall be managed and all corporate powers shall be exercised
by or under the direction of the board of directors.

          Without  prejudice to such general powers, but subject to the  same
limitations,  it is hereby expressly declared that the directors  shall  have
the power and authority to:

               (a)  Select and remove all officers, agents, and employees  of
the  corporation, prescribe such powers and duties for them  as  may  not  be
inconsistent  with law, with the articles of incorporation or  these  bylaws,
fix their compensation, and require from them security for faithful service.

               (b)   Change  the principal executive office or the  principal
business  office  from one location to another; cause the corporation  to  be
qualified  to  do  business  in any other state,  territory,  dependency,  or
foreign  country and conduct business within or without the State;  designate
any  place  within or without the State for the holding of any  stockholders'
meeting,  or  meetings,  including annual meetings; adopt,  make  and  use  a
corporate  seal, and prescribe the forms of certificates of stock, and  alter
the  form of such seal and of such certificates from time to time as in their
judgment  they  may deem best, provided that such forms shall  at  all  times
comply with the provisions of law.

               (c)   Authorize  the  issuance  of  shares  of  stock  of  the
corporation  from  time  to  time, upon such  terms  as  may  be  lawful,  in
consideration of money paid, labor done or services actually rendered,  debts
or securities cancelled, tangible or intangible property actually received.

               (d)   Borrow  money and incur indebtedness for the purpose  of
the  corporation,  and cause to be executed and delivered  therefor,  in  the
corporate  name,  promissory  notes,  bonds,  debentures,  deeds  of   trust,
mortgages, pledges, hypothecations, or other evidences of debt and securities
therefor.



          Section  2.      NUMBER  OF  DIRECTORS.  The authorized  number  of
directors shall be no fewer than one (1) nor more than seven (7).  The  exact
number  of  authorized directors shall be set by resolution of the  board  of
directors, within the limits specified above.  The maximum or minimum  number
of directors cannot be changed, nor can a fixed number be substituted for the
maximum and minimum numbers, except by a duly adopted amendment to this bylaw
duly approved by a majority of the outstanding shares entitled to vote.

          Section  3.      QUALIFICATION, ELECTION  AND  TERM  OF  OFFICE  OF
DIRECTORS.   Directors  shall  be  elected at  each  annual  meeting  of  the
stockholders to hold office until the next annual meeting, but  if  any  such
annual  meeting is not held or the directors are not elected  at  any  annual
meeting,  the directors may be elected at any special meeting of stockholders
held  for  that  purpose, or at the next annual meeting of stockholders  held
thereafter.  Each director, including a director elected to fill  a  vacancy,
shall  hold  office  until the expiration of the term for which  elected  and
until  a  successor  has  been elected and qualified  or  until  his  earlier
resignation or removal or his office has been declared vacant in  the  manner
provided in these bylaws.  Directors need not be stockholders.

          Section  4.     RESIGNATION AND REMOVAL OF DIRECTORS.  Any director
may resign effective upon giving written notice to the chairman of the board,
the  president,  the secretary or the board of directors of the  corporation,
unless  the  notice  specifies a later time for  the  effectiveness  of  such
resignation, in which case such resignation shall be effective  at  the  time
specified.   Unless such resignation specifies otherwise, its  acceptance  by
the  corporation shall not be necessary to make it effective.  The  board  of
directors  may declare vacant the office of a director who has been  declared
of  unsound mind by an order of a court or convicted of a felony.  Any or all
of  the directors may be removed without cause of such removal is approved by
the  affirmative  vote of a majority of the outstanding  shares  entitled  to
vote.   No  reduction of the authorized number of directors  shall  have  the
effect of removing any director before his term of office expires.

          Section 5.     VACANCIES.  Vacancies in the board of directors, may
be  filled  by  a  majority of the remaining directors, though  less  than  a
quorum, or by a sole remaining director.  Each director so elected shall hold
office  until  the  next  annual  meeting of the  stockholders  and  until  a
successor has been elected and qualified.

          A  vacancy  in  the board of directors exists as to any  authorized
position  of  directors which is not then filled by a duly elected  director,
whether  caused  by death, resignation, removal, increase in  the  authorized
number of directors or otherwise.

          The  stockholders may elect a director or directors at any time  to
fill  any  vacancy  or vacancies not filled by the directors,  but  any  such
election  by written consent shall require the consent of a majority  of  the
outstanding  shares entitled to vote.  If the resignation of  a  director  is
effective  at a future time, the board of directors may elect a successor  to
take office when the resignation becomes effective.

          If after the filling of any vacancy by the directors, the directors
then  in  office  who have been elected by the stockholders shall  constitute
less  than a majority of the directors then in office, any holder or  holders



of  an aggregate of five percent or more of the total number of shares at the
time  outstanding  having the right to vote for such  directors  may  call  a
special  meeting of the stockholders to elect the entire board.  The term  of
office  of any director not elected by the stockholders shall terminate  upon
the election of a successor.

          Section 6.     PLACE OF MEETINGS.  Regular meetings of the board of
directors  shall be held at any place within or without the  State  of  North
Dakota that has been designated from time to time by resolution of the board.
In  the  absence of such designation, regular meetings shall be held  at  the
principal executive office of the corporation.  Special meetings of the board
shall  be held at any place within or without the State of North Dakota  that
has  been  designated in the notice of the meeting or, if not stated  in  the
notice  or  there  is not notice, at the principal executive  office  of  the
corporation.   Any  meeting, regular or special, may be  held  by  conference
telephone  or  similar  communication equipment, so  long  as  all  directors
participating  in such meeting can hear one another, and all  such  directors
shall be deemed to be present in person at such meeting.

          Section 7.     ANNUAL MEETINGS.  Immediately following each  annual
meeting  of stockholders, the board of directors shall hold a regular meeting
for  the  purpose of transaction of other business.  Notice of  this  meeting
shall not be required.

          Section  8.     OTHER REGULAR MEETINGS.  Other regular meetings  of
the  board of directors shall be held without call at such time as shall from
time  to time be fixed by the board of directors.  Such regular meetings  may
be  held without notice, provided the notice of any change in the time of any
such meetings shall be given to all of the directors.  Notice of a change  in
the  determination of the time shall be given to each director  in  the  same
manner as notice for special meetings of the board of directors.

          Section 9.     SPECIAL MEETINGS.  Special meetings of the board  of
directors  for  any  purpose or purposes may be called at  any  time  by  the
chairman of the board or the president or any vice president or the secretary
or any two directors.

          Notice of the time and place of special meetings shall be delivered
personally  or by telephone to each director or sent by first-class  mail  or
telegram,  charges prepaid, addressed to each director at his or her  address
as  it is shown upon the records of the corporation.  In case such notice  is
mailed,  it  shall be deposited in the United States mail at least  four  (4)
days prior to the time of the holding of the meeting.  In case such notice is
delivered  personally,  or by telephone or telegram, it  shall  be  delivered
personally  or by telephone or to the telegraph company at least  forty-eight
(48)  hours prior to the time of the holding of the meeting.  Any oral notice
given  personally or by telephone may be communicated to either the  director
or to a person at the office of the director who the person giving the notice
has  reason  to  believe will promptly communicate it to the  director.   The
notice  need  not  specify the purpose of the meeting nor the  place  if  the
meeting is to be held at the principal executive office of the corporation.

          Section  10.     QUORUM.   A majority of the authorized  number  of
directors  shall constitute a quorum for the transaction of business,  except
to adjourn as hereinafter provided.  Every act or decision done or made by  a
majority of the directors present at a meeting duly held at which a quorum is



present  shall be regarded as the act of the board of directors,  subject  to
the  provisions  of the North Dakota General Corporation Law.  A  meeting  at
which  a  quorum  is  initially  present may continue  to  transact  business
notwithstanding the withdrawal of directors, if any action taken is  approved
by at least a majority of the required quorum for such meeting.

          Section  11.    WAIVER OF NOTICE.  The transactions of any  meeting
of the board of directors, however called and noticed or wherever held, shall
be  as  valid  as  though had at a meeting duly held after regular  call  and
notice  if  a  quorum be present and if, either before or after the  meeting,
each of the directors not present signs a written waiver of notice, a consent
to  holding the meeting or an approval of the minutes thereof.  The waiver of
notice  of  consent  need not specify the purpose of the meeting.   All  such
waivers, consents and approvals shall be filed with the corporate records  or
made a part of the minutes of the meeting.  Notice of a meeting shall also be
deemed  given  to  any  director who attends the meeting without  protesting,
prior thereto or at its commencement, the lack of notice to such director.

          Section  12.    ADJOURNMENT.  A majority of the directors  present,
whether or not constituting a quorum, may adjourn any meeting to another time
and place.

          Section 13.    NOTICE OF ADJOURNMENT.  Notice of the time and place
of  holding  an  adjourned meeting need not be given, unless the  meeting  is
adjourned for more than twenty-four (24) hours, in which case notice of  such
time and place shall be given prior to the time of the adjourned meeting,  in
the  manner specified in Section 8 of this Article III, to the directors  who
were not present at the time of the adjournment.

          Section  14.     ACTION  WITHOUT MEETING.  Any action  required  or
permitted  to  be   taken by the board of directors may be  taken  without  a
meeting,  if  all  members  of the board shall individually  or  collectively
consent in writing to such action.  Such action by written consent shall have
the  same  force  and effect as a unanimous vote of the board  of  directors.
Such  written  consent or consents shall be filed with  the  minutes  of  the
proceedings of the board.

          Section  15.    FEES AND COMPENSATION OF DIRECTORS.  Directors  and
members  of  committees  may receive such compensation,  if  any,  for  their
services,  and such reimbursement of expenses, as may be fixed or  determined
by  resolution of the board of directors.  Nothing herein contained shall  be
construed to preclude any director from serving the corporation in any  other
capacity  as  an  officer,  agent,  employee,  or  otherwise,  and  receiving
compensation  for  such services.  Members of special or standing  committees
may be allowed like compensation for attending committee meetings.


                           ARTICLE IV

                           COMMITTEES

          Section  1.      COMMITTEES OF DIRECTORS.  The board  of  directors
may,  by  resolution  adopted  by a majority  of  the  authorized  number  of
directors, designate one or more committees, each consisting of one  or  more



directors,  to  serve at the pleasure of the board.  The board may  designate
one or more directors as alternate members of any committees, who may replace
any  absent  member at any meeting of the committee.  Any such committee,  to
the  extent  provided  in the resolution of the board,  shall  have  all  the
authority of the board, except with regard to:

               (a)   the approval of any action which, under the North Dakota
General Corporation Law, also requires stockholders' approval or approval  of
the outstanding shares;

               (b)   the filing of vacancies on the board of directors or  in
any committees;

               (c)   the  fixing of compensation of the directors for serving
on the board or on any committee;

               (d)   the amendment or repeal of bylaws or the adoption of new
bylaws;

               (e)  the amendment or repeal of any resolution of the board of
directors which by its express terms is not so amendable or repealable;

               (f)   a  distribution to the stockholders of the  corporation,
except  at  a rate or in a periodic amount or within a price range determined
by the board of directors; or

               (g)   the appointment of any other committees of the board  of
directors or the members thereof.

          Section  2.      MEETINGS AND ACTION BY COMMITTEES.   Meetings  and
action  of  committees shall be governed by, and held and taken in accordance
with,  the  provisions  of Article III, Sections 6  (place  of  meetings),  8
(regular meetings), 9 (special meetings and notice), 10 (quorum), 11  (waiver
of  notice),  12  (adjournment), 13 (notice of adjournment)  and  14  (action
without  meeting), with such changes in the context of those  bylaws  as  are
necessary  to  substitute  the committee and its members  for  the  board  of
directors  and  its  members, except that the time  or  regular  meetings  of
committees  may  be determined by resolutions of the board of  directors  and
notice of special meetings of committees shall also be given to all alternate
members,  who  shall have the right to attend all meetings of the  committee.
The  board  of directors may adopt rules for the government of any  committee
not  inconsistent with the provisions of these bylaws.  The committees  shall
keep  regular minutes of their proceedings and report the same to  the  board
when required.

                                  ARTICLE V

                                  OFFICERS

          Section 1.     OFFICERS.  The officers of the corporation shall  be
a  chief  executive  officer, president, a secretary and  a  treasurer.   The
corporation  may  also have, at the discretion of the board of  directors,  a



chairman  of  the board, one or more vice presidents, one or  more  assistant
secretaries, one or more assistant treasurers, and such other officers as may
be  appointed  in  accordance  with  the provisions  of  Section  3  of  this
Article V.  Any two or more offices may be held by the same person.

          Section  2.      ELECTION  OF  OFFICERS.   The  officers   of   the
corporation, except such officers as may be appointed in accordance with  the
provisions  of Section 3 or Section 5 of this Article V, shall be  chosen  by
the  board  of directors, and each shall serve at the pleasure of the  board,
subject  to  the  rights,  if  any,  of an  officer  under  any  contract  of
employment.   The board of directors at its first meeting after  each  annual
meeting of stockholders shall choose a chief executive officer, president,  a
secretary  and a treasurer, none of whom need be a member of the board.   The
salaries of all officers and agents of the corporation shall be fixed by  the
board of directors.

          Section  3.     SUBORDINATE OFFICERS, ETC.  The board of  directors
may appoint, and may empower the chief executive officer or the president  to
appoint,  such other officers as the business of the corporation may require,
each  of  whom  shall  hold office for such period, have such  authority  and
perform  such  duties  as  are provided in the bylaws  or  as  the  board  of
directors may from time to time determine.

          Section  4.     REMOVAL AND RESIGNATION OF OFFICERS.  The  officers
of  the  corporation shall hold office until their successors are chosen  and
qualify.  Subject to the rights, if any, of an officer under any contract  of
employment, any officer may be removed, either with or without cause, by  the
board of directors, at any regular or special meeting thereof, or, except  in
case of an officer chosen by the board of directors, by any officer upon whom
such power or removal may be conferred by the board of directors.

          Any  officer may resign at any time by giving written notice to the
corporation.   Any  such resignation shall take effect at  the  date  of  the
receipt  of  such notice or at any later time specified therein; and,  unless
otherwise specified therein, the acceptance of such resignation shall not  be
necessary to make it effective.  Any such resignation is without prejudice to
the  rights,  if  any,  of the corporation under any contract  to  which  the
officer is a party.

          Section  5.      VACANCIES  IN OFFICES.  A vacancy  in  any  office
because  of death, resignation, removal, disqualification or any other  cause
shall  be  filled  in  the  manner prescribed in  these  bylaws  for  regular
appointments to such office.

          Section  6.      CHIEF  EXECUTIVE  OFFICER.   The  chief  executive
officer  shall  be  the principal executive officer of the  corporation  and,
subject to the control of the board of directors, shall, in general, have the
following powers and duties:

          a.    He shall, subject to the direction of the board of directors,
     have  general  charge  of  the business, affairs  and  property  of  the
     corporation  and  general supervision over the officers,  employees  and
     agents.

          b.    If  no  chairman  of the board has been chosen,  or  if  such
     officer  is  absent  or disabled, he shall preside at  meetings  of  the
     stockholders and board of directors.



          c.   He shall be a member of any Executive Committee.

          d.    He  shall, except where by law the signature of the president
     is  required  or unless the board of directors shall rule otherwise,  be
     empowered  to  sign  or  countersign with the  secretary,  an  assistant
     secretary,  or  any  other proper officer of the  corporation  thereunto
     authorized by the board of directors all certificates representing stock
     of  the  corporation, any deeds, mortgages, bonds, contracts,  or  other
     instruments of the corporation as authorized by the board of directors.

          e.   He shall at all times maintain the power to expressly monitor,
     delegate  and  control the duties and actions of the  president  of  the
     corporation.

          f.     He  shall  make  reports  to  the  board  of  directors  and
     shareholders.

          g.    He  shall  perform such other duties as are incident  to  the
     office  of  chief  executive officer and such other  duties  as  may  be
     prescribed  or  are properly required of him by the board  of  directors
     from time to time.

          Section  7.      PRESIDENT.   The  president  shall  be  the  chief
operating officer of the corporation and, subject to the control of board  of
directors and supervision of the chief executive officer, shall, in  general,
supervise and control all of the business and affairs of the corporation.  He
shall in the absence of the chief executive officer, when present, preside at
all  meetings  of  the shareholders.  He shall sign, with the  secretary,  an
assistant secretary, or any other proper officer of the corporation thereunto
authorized  by  the  board  of  directors, certificates  for  shares  of  the
corporation,  any  deeds, mortgages, bonds, contracts, or  other  instruments
which  the board of directors has authorized to be executed, except in  cases
where  the signing and execution thereof shall be expressly delegated by  the
board  of directors or by these bylaws to some other officer or agent of  the
corporation, or shall be required by law to be otherwise signed or  executed;
and, in general, shall perform all duties incident to the office of president
chief  operating  officer and such other duties as may be prescribed  by  the
board of directors from time to time.

          Section  8.      VICE PRESIDENTS.  In the absence or disability  of
the  president, the vice presidents, if any, in order of their rank as  fixed
by  the board of directors or, if not ranked, a vice president designated  by
the  board  of directors, shall perform all the duties of the president,  and
when  so  acting  shall have all the powers of, and be  subject  to  all  the
restrictions upon, the president.  The vice presidents shall have such  other
powers  and  perform such other duties as from time to time may be prescribed
for  them respectively by the board of directors or the bylaws, the president
or the chairman of the board.

          Section  9.     SECRETARY.  The secretary shall attend all meetings
of  the  board  of directors and all meetings of the stockholders  and  shall
record,  keep or cause to be kept, at the principal executive office or  such
other  place  as the board of directors may order, a book of minutes  of  all
meetings  of  directors, committees of directors and stockholders,  with  the
time  and place of holding, whether regular or special, and, if special,  how
authorized,  the  notice  thereof  given,  the  names  of  those  present  at
directors'   and  committee  meetings,  the  number  of  shares  present   or
represented at stockholders' meetings, and the proceedings thereof.



          The  secretary  shall keep, or cause to be kept, at  the  principal
executive  office  or at the office of the corporation's  transfer  agent  or
registrar,  as  determined by resolution of the board of directors,  a  share
register,  or  a  duplicate  share  register,  showing  the  names   of   all
stockholders  and their addresses, the number and classes of shares  held  by
each, the number and date of certificates issued for the same, and the number
and date of cancellation of every certificate surrendered for cancellation.

          The  secretary  shall  give, or cause to be given,  notice  of  all
meetings of stockholders and of the board of directors required by the bylaws
or  by law to be given, and he shall keep the seal of the corporation in safe
custody, as may be prescribed by the board of directors or by the bylaws.

          Section  10.    TREASURER.  The treasurer shall keep and  maintain,
or cause to be kept and maintained, adequate and correct books and records of
accounts  of  the  properties and business transactions of  the  corporation,
including  accounts  of  its  assets, liabilities,  receipts,  disbursements,
gains,  losses, capital, retained earnings and shares.  The books of  account
shall at all reasonable times be open to inspection by any director.

          The  treasurer shall deposit all moneys and other valuables in  the
name  and to the credit of the corporation with such depositaries as  may  be
designated  by the board of directors.  He shall disburse the  funds  of  the
corporation as may be ordered by the board of directors, shall render to  the
president and directors, whenever they request it, an account of all  of  his
transactions  as treasurer and of the financial condition of the corporation,
and  shall  have  other  powers  and perform such  other  duties  as  may  be
prescribed by the board of directors or the bylaws.

          If required by the board of directors, the treasurer shall give the
corporation a bond in such sum and with such surety or sureties as  shall  be
satisfactory  to the board of directors for the faithful performance  of  the
duties  of his office and for the restoration to the corporation, in case  of
his  death,  resignation, retirement or removal from office,  of  all  books,
papers, vouchers, money and other property of whatever kind in his possession
or under his control belonging to the corporation.


                                 ARTICLE VI

             INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
                              AND OTHER AGENTS

          Section  1.      ACTIONS  OTHER  THAN  BY  THE  CORPORATION.    The
corporation  may indemnify any person who was or is a party or is  threatened
to  be  made a party to any threatened, pending or completed action, suit  or
proceeding, whether civil, criminal, administrative or investigative,  except
an  action by or in the right of the corporation, by reason of the fact  that



he is or was a director, officer, employee or agent of the corporation, or is
or  was  serving  at  the request of the corporation as a director,  officer,
employee  or agent of another corporation, partnership, joint venture,  trust
or  other enterprise, against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by  him
in  connection with the action, suit or proceeding if he acted in good  faith
and  in a manner which he reasonably believed to be in or not opposed to  the
best  interests of the corporation, and, with respect to any criminal  action
or  proceeding, has no reasonable cause to believe his conduct was  unlawful.
The  termination  of  any  action,  suit or proceeding  by  judgment,  order,
settlement,  conviction, or upon a plea of nolo contendere or its equivalent,
does not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and that, with respect to any criminal
action or proceeding, he had reasonable cause to believe that his conduct was
unlawful.

          Section  2.      ACTIONS BY THE CORPORATION.  The  corporation  may
indemnify  any person who was or is a party or is threatened  to  be  made  a
party  to  any threatened, pending or completed action or suit by or  in  the
right of the corporation to procure a judgment in its favor by reason of  the
fact  that  he  is  or  was a director, officer, employee  or  agent  of  the
corporation,  or  is or was serving at the request of the  corporation  as  a
director,  officer,  employee or agent of another  corporation,  partnership,
joint  venture, trust or other enterprise against expenses, including amounts
paid  in settlement and attorneys' fees, actually and reasonably incurred  by
him in connection with the defense or settlement of the action or suit if  he
acted in good faith and in a manner which he reasonably believed to be in  or
not  opposed  to the best interests of the corporation.  Indemnification  may
not be made for any claim, issue or matter as to which such a person has been
adjudged  by  a  court  of competent jurisdiction, after  exhaustion  of  all
appeals  therefrom, to be liable to the corporation or for  amounts  paid  in
settlement to the corporation, unless and only to the extent that  the  court
in  which  the  action  or  suit  was brought or  other  court  of  competent
jurisdiction   determines  upon  application  that  in  view   of   all   the
circumstances  of the case, the person is fairly and reasonably  entitled  to
indemnity for such expenses as the court deems proper.

          Section  3.     SUCCESSFUL DEFENSE.  To the extent that a director,
officer,  employee  or agent of the corporation has been  successful  on  the
merits or otherwise in defense of any action, suit or proceeding referred  to
in  Sections 1 and 2, or in defense of any claim, issue or matter therein, he
must be indemnified by the corporation against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the defense.

          Section  4.      REQUIRED  APPROVAL.   Any  indemnification   under
Sections  1 and 2, unless ordered by a court or advanced pursuant to  Section
5,  must  be made by the corporation only as authorized in the specific  case
upon  a determination that indemnification of the director, officer, employee
or agent is proper in the circumstances.  The determination must be made:

               (a)  By the stockholders;



               (b)   By  the board of directors by majority vote of a  quorum
consisting of directors who were not parties to the act, suit or proceeding;

               (c)   If  a majority vote of a quorum  consisting of directors
who were not parties to the act, suit or proceeding so orders, by independent
legal counsel in a written opinion; or

               (d)   If a quorum consisting of directors who were not parties
to  the  act,  suit  or proceeding cannot be obtained, by  independent  legal
counsel in a written opinion.

          Section 5.     ADVANCE OF EXPENSES.  The articles of incorporation,
the  bylaws  or  an  agreement made by the corporation may provide  that  the
expenses  of officers and directors incurred in defending a civil or criminal
action,  suit  or  proceeding must be paid by the  corporation  as  they  are
incurred  and  in  advance of the final disposition of the  action,  suit  or
proceeding upon receipt of an undertaking by or on behalf of the director  or
officer  to  repay the amount if it is ultimately determined by  a  court  of
competent  jurisdiction  that he is not entitled to  be  indemnified  by  the
corporation.   The  provisions of this section do not affect  any  rights  to
advancement of expenses to which corporate personnel other than directors  or
officers may be entitled under any contract or otherwise by law.

          Section  6.      OTHER RIGHTS.  The indemnification and advancement
of expenses authorized in or ordered by a court pursuant to this Article VI:

               (a)   Does  not  exclude any other rights to  which  a  person
seeking indemnification or advancement of expenses may be entitled under  the
articles  of  incorporation or any bylaw, agreement, vote of stockholders  or
disinterested  directors or otherwise, for either an action in  his  official
capacity  or  an action in another capacity while holding his office,  except
that indemnification, unless ordered by a court pursuant to Section 2 or  for
the advancement of expenses made pursuant to Section 5, may not be made to or
on behalf of any director or officer if a final adjudication establishes that
his  acts  or omissions involved intentional misconduct, fraud or  a  knowing
violation of the law and was material to the cause of action.

               (b)   Continues for a person who has ceased to be a  director,
officer,  employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person.

          Section  7.      INSURANCE.   The  corporation  may  purchase   and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request  of
the  corporation  as  a  director, officer,  employee  or  agent  of  another
corporation,  partnership, joint venture, trust or other enterprise  for  any
liability  asserted against him and incurred by him in any such capacity,  or
arising out of his status as such, whether or not the corporation would  have
the  power  to  indemnify him against such liability under the provisions  of
this Article VI.



          Section  8.     RELIANCE ON PROVISIONS.  Each person who shall  act
as  an  authorized representative of the corporation shall be  deemed  to  be
doing  so  in  reliance upon the rights of indemnification provided  by  this
Article.

          Section  9.      SEVERABILITY.  If any of the  provisions  of  this
Article  are  held  to  be invalid or unenforceable, this  Article  shall  be
construed  as  if it did not contain such invalid or unenforceable  provision
and  the remaining provisions of this Article shall remain in full force  and
effect.

          Section  10.     RETROACTIVE EFFECT.  To the  extent  permitted  by
applicable  law,  the rights and powers granted pursuant to this  Article  VI
shall  apply  to  acts  and actions occurring or in  progress  prior  to  its
adoption by the board of directors.

                          ARTICLE VII

                       RECORDS AND BOOKS

          Section  1.      MAINTENANCE  OF SHARE REGISTER.   The  corporation
shall  keep  at  its  principal executive office, or at  the  office  of  its
transfer  agent  or registrar, if either be appointed and  as  determined  by
resolution  of  the board of directors, a record of its stockholders,  giving
the  names  and  addresses of all stockholders and the number  and  class  of
shares held by each stockholder.

          Section  2.     MAINTENANCE OF BYLAWS.  The corporation shall  keep
at  its  principal executive office, or if its principal executive office  is
not  in  this  State  at its principal business office  in  this  State,  the
original or a copy of the bylaws as amended to date, which shall be  open  to
inspection  by the stockholders at all reasonable times during office  hours.
If  the  principal executive office of the corporation is outside this  state
and  the  corporation has no principal business office  in  this  state,  the
secretary shall, upon the written request of any stockholder, furnish to such
stockholder a copy of the bylaws as amended to date.

          Section  3.      MAINTENANCE  OF  OTHER  CORPORATE  RECORDS.    The
accounting  books and records and minutes of proceedings of the  stockholders
and  the  board of directors and any committee or committees of the board  of
directors  shall be kept at such place or places designated by the  board  of
directors, or, in the absence of such designation, at the principal executive
office of the corporation.  The minutes shall be kept in written form and the
accounting books and records shall be kept either in written form or  in  any
other form capable of being converted into written form.

          Every director shall have the absolute right at any reasonable time
to  inspect  and copy all books, records and documents of every kind  and  to
inspect  the  physical properties of this corporation and any  subsidiary  of
this corporation.  Such inspection by a director may be made in person or  by
agent or attorney and the right of inspection includes the right to copy  and
make  extracts.   The  foregoing rights of inspection  shall  extend  to  the
records of each subsidiary of the corporation.



          Section 4.     ANNUAL REPORT TO STOCKHOLDERS.  Nothing herein shall
be  interpreted as prohibiting the board of directors from issuing annual  or
other  periodic reports to the stockholders of the corporation as  they  deem
appropriate.

          Section  5.      FINANCIAL  STATEMENTS.   A  copy  of  any   annual
financial  statement  and any income statement of the  corporation  for  each
quarterly period of each fiscal year, and any accompanying balance  sheet  of
the corporation as of the end of each such period, that has been prepared  by
the  corporation shall be kept on file in the principal executive  office  of
the corporation for twelve (12) months.

          Section  6.      ANNUAL  LIST OF DIRECTORS, OFFICERS  AND  RESIDENT
AGENT.  The corporation shall, each year, file with the Secretary of State of
the State of North Dakota, on the prescribed form, a list of its officers and
directors and a designation of its resident agent in North Dakota.

                          ARTICLE VIII

                   GENERAL CORPORATE MATTERS

          Section  1.      RECORD  DATE.   For purposes  of  determining  the
stockholders  entitled to notice of any meeting or to  vote  or  entitled  to
receive  payment  of any dividend or other distribution or allotment  of  any
rights  or  entitled to exercise any rights in respect of  any  other  lawful
action,  the  board  of directors may fix, in advance, a record  date,  which
shall  not be more than sixty (60) days nor less than ten (10) days prior  to
the date of any such meeting nor more than sixty (60) days prior to any other
action, and in such case only stockholders of record on the date so fixed are
entitled  to  notice and to vote or to receive the dividend, distribution  or
allotment  of  rights  or  to  exercise the  rights,  as  the  case  may  be,
notwithstanding  any transfer of any shares on the books of  the  corporation
after the record date fixed as aforesaid, except as otherwise provided in the
North Dakota General Corporation Law.

          If the board of directors does not so fix a record date:

               (a)  The record date for determining stockholders entitled  to
notice  of or to vote at a meeting of stockholders shall be at the  close  of
business  on the day next preceding the day on which notice is given  or,  if
notice is waived, at the close of business on the business day next preceding
the day on which the meeting is held.

               (b)  The record date for determining stockholders entitled  to
give  consent to corporate action in writing without a meeting, when no prior
action  by  the  board has been taken, shall be the day on  which  the  first
written consent is given.

               (c)   The  record  date for determining stockholders  for  any
other purpose shall be at the close of business on the day on which the board
adopts  the resolution relating thereto, or the sixtieth (60th) day prior  to
the date of such other action, whichever is later.



          Section  2.      CLOSING  OF  TRANSFER BOOKS.   The  directors  may
prescribe a period not exceeding sixty (60) days prior to any meeting of  the
stockholders  during  which  no  transfer  of  stock  on  the  books  of  the
corporation  may  be made, or may fix a date not more than  sixty  (60)  days
prior  to the holding of any such meeting as the day as of which stockholders
entitled  to  notice of and to vote at such meeting shall be determined;  and
only  stockholders of record on such day shall be entitled to  notice  or  to
vote at such meeting.

          Section  3.     REGISTERED STOCKHOLDERS.  The corporation shall  be
entitled to recognize the exclusive right of a person registered on its books
as  the owner of shares to receive dividends, and to vote as such owner,  and
to  hold liable for calls and assessments a person registered on its books as
the  owner  of  shares, and shall not be bound to recognize any equitable  or
other  claim to or interest in such share or shares on the part of any  other
person, whether or not it shall have express or other notice thereof,  except
as otherwise provided by the laws of North Dakota.

          Section  4.      CHECKS,  DRAFTS, EVIDENCES OF  INDEBTEDNESS.   All
checks, drafts or other orders for payment of money, notes or other evidences
of  indebtedness, issued in the name of or payable to the corporation,  shall
be  signed or endorsed by such person or persons and in such manner as,  from
time to time, shall be determined by resolution of the board of directors.

          Section  5.     CORPORATE CONTRACTS AND INSTRUMENTS; HOW  EXECUTED.
The  board  of  directors,  except as in the bylaws otherwise  provided,  may
authorize  any  officer  or  officers, agent or agents,  to  enter  into  any
contract  or  execute  any instrument in the name of and  on  behalf  of  the
corporation,  and  such  authority may be general  or  confined  to  specific
instances; and, unless so authorized or ratified by the board of directors or
within  the agency power or authority to bind the corporation by any contract
or  engagement or to pledge its credit or to render it liable for any purpose
or to any amount.

          Section  6.      STOCK CERTIFICATES.  A certificate or certificates
for  shares of the capital stock of the corporation shall be issued  to  each
stockholder  when any such shares are fully paid, and the board of  directors
may  authorize the issuance of certificates or shares as partly paid provided
that such certificates shall state the amount of the consideration to be paid
therefor  and the amount paid thereon.  All certificates shall be  signed  in
the  name  of the corporation by the chief executive officer or president  or
vice  president  and  by  the  treasurer or an  assistant  treasurer  or  the
secretary or any assistant secretary, certifying the number of shares and the
class or series of shares owned by the stockholder.  When the corporation  is
authorized to issue shares of more than one class or more than one series  of
any class, there shall be set forth upon the face or back of the certificate,
or  the  certificate shall have a statement that the corporation will furnish
to  any  stockholders  upon request and without charge,  a  full  or  summary
statement  of  the  designations, preferences and  relatives,  participating,
optional  or other special rights of the various classes of stock  or  series
thereof  and the qualifications, limitations or restrictions of such  rights,
and, if the corporation shall be authorized to issue only special stock, such
certificate must set forth in full or summarize the rights of the holders  of



such  stock.   Any  or  all  of  the signatures on  the  certificate  may  be
facsimile.   In case any officer, transfer agent or registrar who has  signed
or  whose  facsimile signature has been placed upon a certificate shall  have
ceased  to  be  such  officer,  transfer  agent  or  registrar  before   such
certificate  is  issued, it may be issued by the corporation  with  the  same
effect as if such person were an officer, transfer agent or registrar at  the
date of issue.

          No  new  certificate for shares shall be issued  in  place  of  any
certificate theretofore issued unless the latter is surrendered and cancelled
at  the  same time; provided, however, that a new certificate may  be  issued
without  the  surrender  and  cancellation of  the  old  certificate  if  the
certificate  thereto  fore issued is alleged to have  been  lost,  stolen  or
destroyed.   In  case  of  any  such  allegedly  lost,  stolen  or  destroyed
certificate,  the  corporation may require the owner  thereof  or  the  legal
representative  of  such  owner  to give the corporation  a  bond  (or  other
adequate security) sufficient to indemnify it against any claim that  may  be
made  against  it  (including any expense or liability)  on  account  of  the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.

          Section 7.     DIVIDENDS.  Dividends upon the capital stock of  the
corporation,  subject to the provisions of the articles of incorporation,  if
any,  may  be  declared by the board of directors at any regular  or  special
meeting pursuant to law.  Dividends may be paid in cash, in property,  or  in
shares  of  the capital stock, subject to the provisions of the  articles  of
incorporation.

          Before  payment of any dividend, there may be set aside out of  any
funds  of  the corporation available for dividends such sum or  sums  as  the
directors from time to time, in their absolute discretion, think proper as  a
reserve  or  reserves to meet contingencies, or for equalizing dividends,  or
for  repairing or maintaining any property of the corporation,  or  for  such
other  purpose as the directors shall think conducive to the interest of  the
corporation, and the directors may modify or abolish any such reserves in the
manner in which it was created.

          Section  8.      FISCAL YEAR.  The fiscal year of  the  corporation
shall be December 31st.

          Section  9.      SEAL.   The  corporate seal shall  have  inscribed
thereon  the name of the corporation, the year of its incorporation  and  the
words "Corporate Seal, North Dakota."

          Section 10.    REPRESENTATION OF SHARES OF OTHER CORPORATIONS.  The
chairman  of  the board, the president, or any vice president, or  any  other
person  authorized  by resolution of the board of directors  by  any  of  the
foregoing  designated  officers, is authorized  to  vote  on  behalf  of  the
corporation  any  and  all shares of any other corporation  or  corporations,
foreign  or domestic, standing in the name of the corporation.  The authority
herein  granted  to  said  officers to vote or represent  on  behalf  of  the
corporation  any  and  all  shares  held by  the  corporation  in  any  other
corporation or corporations may be exercised by any such officer in person or
by any person authorized to do so by proxy duly executed by said officer.

          Section  11.     CONSTRUCTION AND DEFINITIONS.  Unless the  context
requires  otherwise,  the  general provisions,  rules  of  construction,  and
definitions  in  the North Dakota General Corporation Law  shall  govern  the
construction  of  the  bylaws.   Without  limiting  the  generality  of   the



foregoing,  the  singular  number includes  the  plural,  the  plural  number
includes the singular, and the term "person" includes both a corporation  and
a natural person.

                           ARTICLE IX

                           AMENDMENTS

          Section  1.      AMENDMENT  BY STOCKHOLDERS.   New  bylaws  may  be
adopted or these bylaws may be amended or repealed by the affirmative vote of
a  majority  of  the outstanding shares entitled to vote, or by  the  written
assent  of  stockholders entitled to vote such shares,  except  as  otherwise
provided by law or by the articles of incorporation.

          Section  2.     AMENDMENT BY DIRECTORS.  Subject to the  rights  of
the  stockholders  as provided in Section 1 of this Article,  bylaws  may  be
adopted, amended or repealed by the board of directors.



                    CERTIFICATE OF SECRETARY




          I, the undersigned, do hereby certify:

          1.    That  I  am the duly elected and acting secretary  of  DAKOTA
IMAGING,  INC.  (TO  BE  KNOWN AS VOYAGER ENTERTAINMENT INTERNATIONAL,  INC.)
HOLDINGS LTD., a North Dakota corporation; and

          2.   That the foregoing Bylaws, comprising twenty-three (23) pages,
constitute the Bylaws of said corporation as duly adopted and approved by the
board  of directors of said corporation by a Unanimous Written Consent  dated
as  of __________, 2002 and duly adopted and approved by the stockholders  of
said corporation at a special meeting held on ________, 2002.

          IN  WITNESS WHEREOF, I have hereunto subscribed my name and affixed
the seal of said corporation this ____ day of __________, 2002.



                                   ______________________________
                                   RICHARD HANNIGAN, Secretary



                                  EXHIBIT C



                           2002 STOCK OPTION PLAN



     1.   PURPOSE.   The purpose of the VOYAGER ENTERTAINMENT  INTERNATIONAL,

INC.   2002  Stock  Option  Plan  (the  "Plan")  is  to  strengthen   VOYAGER

ENTERTAINMENT INTERNATIONAL, INC. a North Dakota corporation ("Corporation"),

by  providing to employees, officers, directors, consultants and  independent

contractors of the Corporation or any of its subsidiaries (including dealers,

distributors,  and other business entities or persons providing  services  on

behalf  of  the  Corporation or any of its subsidiaries) added incentive  for

high  levels  of performance and unusual efforts to increase the earnings  of

the  Corporation.   The  Plan seeks to accomplish this  purpose  by  enabling

specified  persons to purchase shares of the common stock of the Corporation,

$.001  par  value,  thereby  increasing their  proprietary  interest  in  the

Corporation's success and encouraging them to remain in the employ or service

of the Corporation.

     2.   CERTAIN DEFINITIONS.  As used in this Plan, the following words and

phrases  shall  have  the  respective meanings set forth  below,  unless  the

context clearly indicates a contrary meaning:

          2.1    "Board  of  Directors":   The  Board  of  Directors  of  the

Corporation.

          2.2   "Committee":  The Committee which shall administer  the  Plan

shall consist of the entire Board of Directors.

          2.3   "Fair  Market  Value Per Share":  The fair market  value  per

share  of  the  Shares as determined by the Committee  in  good  faith.   The

Committee is authorized to make its determination as to the fair market value

per share of the Shares on the following basis:  (i) if the Shares are traded



only  otherwise  than  on a securities exchange and are  not  quoted  on  the

National  Association  of  Securities  Dealers'  Automated  Quotation  System

("NASDAQ"),  but  are quoted on the bulletin board or in  the  "pink  sheets"

published  by  the National Daily Quotation Bureau, the greater  of  (a)  the

average  of  the mean between the average daily bid and average  daily  asked

prices of the Shares during the thirty (30) day period preceding the date  of

grant  of an Option, as quoted on the bulletin board or in the "pink  sheets"

published by the National Daily Quotation Bureau, or (b) the mean between the

average daily bid and average daily asked prices of the Shares on the date of

grant,  as published on the bulletin board or in such "pink sheets;" (ii)  if

the  Shares are traded only otherwise than on a securities exchange  and  are

quoted  on  NASDAQ, the greater of (a) the average of the  mean  between  the

closing bid and closing asked prices of the Shares during the thirty (30) day

period  preceding  the date of grant of an Option, as reported  by  the  Wall

Street  Journal  and (b) the mean between the closing bid and  closing  asked

prices  of the Shares on the date of grant of an Option, as reported  by  the

Wall  Street  Journal;  (iii) if the Shares are  admitted  to  trading  on  a

securities  exchange,  the greater of (a) the average of  the  daily  closing

prices  of the Shares during the ten (10) trading days preceding the date  of

grant  of  an Option, as quoted in the Wall Street Journal, or (b) the  daily

closing  price of the Shares on the date of grant of an Option, as quoted  in

the Wall Street Journal; or (iv) if the Shares are traded only otherwise than

as  described in (i), (ii) or (iii) above, or if the Shares are not  publicly

traded,  the value determined by the Committee in good faith based  upon  the

fair  market value as determined by completely independent and well qualified

experts.

          2.4  "Option":  A stock option granted under the Plan.

          2.5   "Incentive Stock Option":  An Option intended to qualify  for

treatment as an incentive stock option under Code Sections 421 and 422A,  and

designated as an Incentive Stock Option.

          2.6   "Nonqualified  Option":   An  Option  not  qualifying  as  an

Incentive Stock Option.



          2.7  "Optionee":  The holder of an Option.

          2.8   "Option Agreement":  The document setting forth the terms and

conditions of each Option.

          2.9   "Shares":  The shares of common stock $.001 par value of  the

Corporation.

          2.10 "Code":  The Internal Revenue Code of 1986, as amended.

          2.11 "Subsidiary":  Any corporation of which fifty percent (50%) or

more  of  total  combined  voting power of  all  classes  of  stock  of  such

corporation  is  owned  by  the  Corporation or  another  Subsidiary  (as  so

defined).

     3.  ADMINISTRATION OF PLAN.

          3.1  In General.  This Plan shall be administered by the Committee.

Any  action of the Committee with respect to administration of the Plan shall

be taken pursuant to (i) a majority vote at a meeting of the Committee (to be

documented by minutes), or (ii) the unanimous written consent of its members.

          3.2   Authority.  Subject to the express provisions of  this  Plan,

the  Committee  shall have the authority to:  (i) construe and interpret  the

Plan,  decide  all questions and settle all controversies and disputes  which

may  arise in connection with the Plan and to define the terms used  therein;

(ii)  prescribe,  amend  and  rescind  rules  and  regulations  relating   to

administration of the Plan; (iii) determine the purchase price of the  Shares

covered  by  each Option and the method of payment of such price, individuals

to  whom,  and  the  time or times at which, Options  shall  be  granted  and

exercisable and the number of Shares covered by each Option;  (iv)  determine



the  terms and provisions of the respective Option Agreements (which need not

be  identical); (v) determine the duration and purposes of leaves of  absence

which  may  be granted to participants without constituting a termination  of

their  employment  for  purposes  of  the  Plan;  and  (vi)  make  all  other

determinations  necessary  or advisable to the administration  of  the  Plan.

Determinations  of  the Committee on matters referred to in  this  Section  3

shall  be  conclusive and binding on all parties howsoever  concerned.   With

respect  to Incentive Stock Options, the Committee shall administer the  Plan

in  compliance  with  the provisions of Code Section 422A  as  the  same  may

hereafter be amended from time to time.  No member of the Committee shall  be

liable for any action or determination made in good faith with respect to the

Plan or any Option.

     4.  ELIGIBILITY AND PARTICIPATION.

          4.1   In  General.  Only officers, employees and directors who  are

also  employees  of the Corporation or any Subsidiary shall  be  eligible  to

receive grants of Incentive Stock Options.  Officers, employees and directors

(whether  or  not  they  are  also  employees)  of  the  Corporation  or  any

Subsidiary, as well as consultants, independent contractors or other  service

providers  of the Corporation or any Subsidiary shall be eligible to  receive

grants  of Nonqualified Options.  Within the foregoing limits, the Committee,

from time to time, shall determine and designate persons to whom Options  may

be  granted.  All such designations shall be made in the absolute  discretion

of  the Committee and shall not require the approval of the stockholders.  In

determining (i) the number of Shares to be covered by each Option,  (ii)  the

purchase  price  for  such Shares and the method of  payment  of  such  price

(subject to the other sections hereof), (iii) the individuals of the eligible

class to whom Options shall be granted, (iv) the terms and provisions of  the

respective  Option Agreements, and (v) the times at which such Options  shall

be  granted, the Committee shall take into account such factors as  it  shall

deem relevant in connection with accomplishing the purpose of the Plan as set

forth  in  Section 1.  An individual who has been granted an  Option  may  be

granted  an additional Option or Options if the Committee shall so determine.

No  Option  shall be granted under the Plan after April 1, 2012, but  Options

granted before such date may be exercisable after such date.



          4.2   Certain  Limitations.   In  no event  shall  Incentive  Stock

Options  be  granted to an Optionee such that the sum of (i)  aggregate  fair

market value (determined at the time the Incentive Stock Options are granted)

of  the  Shares  subject  to all Options granted under  the  Plan  which  are

exercisable for the first time during the same calendar year, plus  (ii)  the

aggregate fair market value (determined at the time the options are  granted)

of  all  stock subject to all other incentive stock options granted  to  such

Optionee   by  the  Corporation,  its  parent  and  Subsidiaries  which   are

exercisable for the first time during such calendar year, exceeds One Hundred

Thousand  Dollars  ($100,000).   For purposes of  the  immediately  preceding

sentence, fair market value shall be determined as of the date of grant based

on the Fair Market Value Per Share as determined pursuant to Section 2.3.

     5.  AVAILABLE SHARES AND ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

          5.1   Shares.   Subject to adjustment as provided  in  Section  5.2

below,  the total number of Shares to be subject to Options granted  pursuant

to  this  Plan  shall  not  exceed five Million (5,000,000)  Shares.   Shares

subject  to the Plan may be either authorized but unissued shares  or  shares

that  were  once  issued and subsequently reacquired by the Corporation;  the

Committee shall be empowered to take any appropriate action required to  make

Shares  available  for Options granted under this Plan.   If  any  Option  is

surrendered  before exercise or lapses without exercise in full  or  for  any

other  reason  ceases to be exercisable, the Shares reserved therefore  shall

continue to be available under the Plan.

          5.2   Adjustments.   As  used herein, the term  "Adjustment  Event"

means  an  event pursuant to which the outstanding Shares of the  Corporation

are increased, decreased or changed into, or exchanged for a different number

or  kind  of  shares or securities, without receipt of consideration  by  the




Corporation,     through     reorganization,    merger,     recapitalization,

reclassification,  stock split, reverse stock split,  stock  dividend,  stock

consolidation  or  otherwise.  Upon the occurrence of  an  Adjustment  Event,

(i) appropriate and proportionate adjustments shall be made to the number and

kind of shares and exercise price for the shares subject to the Options which

may thereafter be granted under this Plan, (ii) appropriate and proportionate

adjustments  shall be made to the number and kind of and exercise  price  for

the  shares subject to the then outstanding Options granted under this  Plan,

and  (iii) appropriate amendments to the Option Agreements shall be  executed

by the Corporation and the Optionees if the Committee determines that such an

amendment  is  necessary  or  desirable  to  reflect  such  adjustments.   If

determined  by the Committee to be appropriate, in the event of an Adjustment

Event  which  involves the substitution of securities of a corporation  other

than  the  Corporation,  the  Committee  shall  make  arrangements  for   the

assumptions  by  such  other corporation of any Options  then  or  thereafter

outstanding  under the Plan.  Notwithstanding the foregoing, such  adjustment

in  an  outstanding Option shall be made without change in the total exercise

price  applicable  to  the unexercised portion of the  Option,  but  with  an

appropriate  adjustment to the number of shares, kind of shares and  exercise

price  for  each  share  subject to the Option.   The  determination  by  the

Committee  as to what adjustments, amendments or arrangements shall  be  made

pursuant  to  this Section 5.2, and the extent thereof, shall  be  final  and

conclusive.  No fractional Shares shall be issued under the Plan  on  account

of any such adjustment or arrangement.

     6.  TERMS AND CONDITIONS OF OPTIONS.

          6.1   Intended  Treatment  as Incentive Stock  Options.   Incentive

Stock  Options  granted pursuant to this Plan are intended to  be  "incentive

stock  options" to which Code Sections 421 and 422A apply, and the Plan shall

be  construed and administered to implement that intent.  If all or any  part



of an Incentive Stock Option shall not be an "incentive stock option" subject

to  Sections 421 or 422A of the Code, such Option shall nevertheless be valid

and  carried  into  effect.  All Options granted under  this  Plan  shall  be

subject  to  the terms and conditions set forth in this Section 6 (except  as

provided  in  Section  5.2) and to such other terms  and  conditions  as  the

Committee shall determine to be appropriate to accomplish the purpose of  the

Plan as set forth in Section 1.

          6.2  Amount and Payment of Exercise Price.

               6.2.1      Exercise Price.  The exercise price per  Share  for

each  Share  which the Optionee is entitled to purchase under a  Nonqualified

Option  shall be determined by the Committee but shall not be less  than  One

Hundred percent (100%) of the Fair Market Value Per Share on the date of  the

grant  of  the  Nonqualified Option.  The exercise price per Share  for  each

Share  which  the  Optionee is entitled to purchase under an Incentive  Stock

Option  shall be determined by the Committee but shall not be less  than  the

Fair  Market Value Per Share on the date of the grant of the Incentive  Stock

Option; provided, however, that the exercise price shall not be less than one

hundred ten percent (110%) of the Fair Market Value Per Share on the date  of

the  grant  of  the Incentive Stock Option in the case of an individual  then

owning  (within  the meaning of Code Section 425(d)) more  than  ten  percent

(10%)  of  the  total combined voting power of all classes of  stock  of  the

Corporation or of its parent or Subsidiaries.

               6.2.2     Payment of Exercise Price.  The consideration to  be

paid  for  the Shares to be issued upon exercise of an Option, including  the

method  of  payment, shall be determined by the Committee and may consist  of

promissory notes, shares of the common stock of the Corporation or such other

consideration and method of payment for the Shares as may be permitted  under

applicable state and federal laws.

          6.3  Exercise of Options.

               6.3.1      Each  Option  granted  under  this  Plan  shall  be

exercisable  at such times and under such conditions as may be determined  by



the  Committee  at  the  time of the grant of the  Option  and  as  shall  be

permissible under the terms of the Plan; provided, however, in no event shall

an Option be exercisable after the expiration of ten (10) years from the date

it  is granted, and in the case of an Optionee owning (within the meaning  of

Code  Section 425(d)), at the time an Incentive Stock Option is granted, more

than  ten percent (10%) of the total combined voting power of all classes  of

stock  of  the  Corporation or of its parent or Subsidiaries, such  Incentive

Stock  Option  shall not be exercisable later than five (5) years  after  the

date of grant.

               6.3.2      An Optionee may purchase less than the total number

of  Shares  for  which  the Option is exercisable, provided  that  a  partial

exercise  of an Option may not be for less than One Hundred (100) Shares  and

shall not include any fractional shares.

          6.4  Nontransferability of Options.  All Options granted under this

Plan  shall  be nontransferable, either voluntarily or by operation  of  law,

otherwise than by will or the laws of descent and distribution, and shall  be

exercisable during the Optionee's lifetime only by such Optionee.

          6.5   Effect  of  Termination of Employment or Other  Relationship.

Except as otherwise determined by the Committee in connection with the  grant

of   Nonqualified  Options,  the  effect  of  termination  of  an  Optionee's

employment  or  other relationship with the Corporation  on  such  Optionee's

rights to acquire Shares pursuant to the Plan shall be as follows:

               6.5.1     Termination for Other than Disability or Cause.   If

an  Optionee ceases to be employed by, or ceases to have a relationship with,

the  Corporation  for  any reason other than for disability  or  cause,  such

Optionee's  Options shall expire not later than three (3) months  thereafter.

During  such three (3) month period and prior to the expiration of the Option

by  its terms, the Optionee may exercise any Option granted to him, but  only

to the extent such Options were exercisable on the date of termination of his




employment  or  relationship and except as so exercised, such  Options  shall

expire at the end of such three (3) month period unless such Options by their

terms expire before such date.  The decision as to whether a termination  for

a  reason other than disability, cause or death has occurred shall be made by

the  Committee,  whose  decision shall be final and conclusive,  except  that

employment  shall not be considered terminated in the case of sick  leave  or

other bona fide leave of absence approved by the Corporation.

               6.5.2      Disability.  If an Optionee ceases to  be  employed

by,  or  ceases  to have a relationship with, the Corporation  by  reason  of

disability  (within  the meaning of Code Section 22(e)(3)),  such  Optionee's

Options shall expire not later than one (1) year thereafter.  During such one

(1)  year period and prior to the expiration of the Option by its terms,  the

Optionee may exercise any Option granted to him, but only to the extent  such

Options  were exercisable on the date the Optionee ceased to be employed  by,

or  ceased  to  have  a  relationship with,  the  Corporation  by  reason  of

disability and except as so exercised, such Options shall expire at  the  end

of such one (1) year period unless such Options by their terms  expire before

such  date.  The decision as to whether a termination by reason of disability

has  occurred shall be made by the Committee, whose decision shall  be  final

and conclusive.

               6.5.3      Termination for Cause.  If an Optionee's employment

by,  or  relationship  with, the Corporation is terminated  for  cause,  such

Optionee's Option shall expire immediately; provided, however, the  Committee

may,  in  its  sole discretion, within thirty (30) days of such  termination,

waive the expiration of the Option by giving written notice of such waiver to

the  Optionee  at such Optionee's last known address.  In the event  of  such

waiver,  the Optionee may exercise the Option only to such extent,  for  such

time, and upon such terms and conditions as if such Optionee had ceased to be




employed by, or ceased to have a relationship with, the Corporation upon  the

date of such termination for a reason other than disability, cause, or death.

Termination  for  cause shall include termination for  malfeasance  or  gross

misfeasance in the performance of duties or conviction of illegal activity in

connection  therewith  or any conduct detrimental to  the  interests  of  the

Corporation.   The determination of the Committee with respect to  whether  a

termination for cause has occurred shall be final and conclusive.

          6.6   Withholding  of Taxes.  As a condition to  the  exercise,  in

whole  or  in  part, of any Options the Board of Directors may  in  its  sole

discretion require the Optionee to pay, in addition to the purchase price  of

the  Shares  covered by the Option an amount equal to any Federal,  state  or

local  taxes  that  may  be required to be withheld in  connection  with  the

exercise of such Option.

          6.7  No Rights to Continued Employment or Relationship.

Nothing contained in this Plan or in any Option Agreement shall obligate  the

Corporation to employ or have another relationship with any Optionee for  any

period  or  interfere in any way with the right of the Corporation to  reduce

such   Optionee's  compensation  or  to  terminate  the  employment   of   or

relationship with any Optionee at any time.

          6.8   Time  of  Granting Options.  The time an Option  is  granted,

sometimes  referred  to herein as the date of grant, shall  be  the  day  the

Corporation  executes  the  Option  Agreement;  provided,  however,  that  if

appropriate  resolutions of the Committee indicate that an Option  is  to  be

granted  as  of  and on some prior or future date, the time  such  Option  is

granted shall be such prior or future date.

          6.9   Privileges of Stock Ownership.  No Optionee shall be entitled

to the privileges of stock ownership as to any Shares not actually issued and

delivered  to such Optionee.  No Shares shall be purchased upon the  exercise

of  any Option unless and until, in the opinion of the Corporation's counsel,

any  then  applicable requirements of any laws or governmental or  regulatory

agencies having jurisdiction and of any exchanges upon which the stock of the

Corporation may be listed shall have been fully complied with.



          6.10  Securities Laws Compliance.  The Corporation will  diligently

endeavor to comply with all applicable securities laws before any Options are

granted  under the Plan and before any Shares are issued pursuant to Options.

Without limiting the generality of the foregoing, the Corporation may require

from  the Optionee such investment representation or such agreement, if  any,

as  counsel for the Corporation may consider necessary or advisable in  order

to  comply with the Securities Act of 1933 as then in effect, and may require

that the Optionee agree that any sale of the Shares will be made only in such

manner as is permitted by the Committee.  The Committee in its discretion may

cause the Shares underlying the Options to be registered under the Securities

Act  of  1933, as amended, by the filing of a Form S-8 Registration Statement

covering the Options and Shares underlying such Options.  Optionee shall take

any  action  reasonably  requested  by the  Corporation  in  connection  with

registration or qualification of the Shares under federal or state securities

laws.

          6.11   Option   Agreement.   Each  Incentive   Stock   Option   and

Nonqualified  Option  granted  under this Plan  shall  be  evidenced  by  the

appropriate  written Stock Option Agreement ("Option Agreement") executed  by

the  Corporation  and the Optionee in a form substantially the  same  as  the

appropriate form of Option Agreement attached as Exhibit I or II hereto  (and

made  a  part  hereof  by  this reference) and  shall  contain  each  of  the

provisions  and  agreements specifically required  to  be  contained  therein

pursuant to this Section 6, and such other terms and conditions as are deemed

desirable by the Committee and are not inconsistent with the purpose  of  the

Plan as set forth in Section 1.

     7.  PLAN AMENDMENT AND TERMINATION.

          7.1   Authority  of  Committee.  The  Committee  may  at  any  time

discontinue  granting Options under the Plan or otherwise suspend,  amend  or

terminate  the  Plan  and  may, with the consent of an  Optionee,  make  such

modification  of  the terms and conditions of such Optionee's  Option  as  it



shall deem advisable; provided that, except as permitted under the provisions

of  Section 5.2, the Committee shall have no authority to make any  amendment

or  modification  to  this  Plan or any outstanding Option  thereunder  which

would:   (i)  increase the maximum number of shares which  may  be  purchased

pursuant to Options granted under the Plan, either in the aggregate or by  an

Optionee (except pursuant to Section 5.2); (ii) change the designation of the

class   of  the  employees  eligible  to  receive  Incentive  Stock  Options;

(iii)  extend  the term of the Plan or the maximum Option period  thereunder;

(iv)  decrease the minimum Incentive Stock Option price or permit  reductions

of  the  price  at which shares may be purchased for Incentive Stock  Options

granted under the Plan; or (v) cause Incentive Stock Options issued under the

Plan  to fail to meet the requirements of incentive stock options under  Code

Section  422A.  An amendment or modification made pursuant to the  provisions

of this Section 7 shall be deemed adopted as of the date of the action of the

Committee  effecting such amendment or modification and  shall  be  effective

immediately,  unless otherwise provided therein, subject to approval  thereof

(1)  within  twelve  (12)  months  before or  after  the  effective  date  by

stockholders of the Corporation holding not less than a majority vote of  the

voting  power of the Corporation voting in person or by proxy at a duly  held

stockholders meeting when required to maintain or satisfy the requirements of

Code  Section 422A with respect to Incentive  Stock Options, and (2)  by  any

appropriate  governmental  agency.   No Option  may  be  granted  during  any

suspension or after termination of the Plan.

          7.2   Ten (10) Year Maximum Term.  Unless previously terminated  by

the  Committee,  this Plan shall terminate on April 1, 2012, and  no  Options

shall be granted under the Plan thereafter.



          7.3   Effect  on  Outstanding Options.   Amendment,  suspension  or

termination  of  this Plan shall not, without the consent  of  the  Optionee,

alter  or  impair  any  rights or obligations under  any  Option  theretofore

granted.

     8.  EFFECTIVE DATE OF PLAN.  This Plan shall be effective as of April 1,

2002, the date the Plan was adopted by the Board of Directors, subject to the

approval of the Plan by the affirmative vote of a majority of the issued  and

outstanding Shares of common stock of the Corporation represented and  voting

at a duly held meeting at which a quorum is present within twelve (12) months

thereafter.   The Committee shall be authorized and empowered to make  grants

of  Options pursuant to this Plan prior to such approval of this Plan by  the

stockholders;  provided, however, in such event the Option  grants  shall  be

made subject to the approval of both this Plan and such Option grants by  the

stockholders in accordance with the provisions of this Section 8.

     9.  MISCELLANEOUS PROVISIONS.

          9.1    Exculpation  and  Indemnification.   The  Corporation  shall

indemnify  and  hold  harmless the Committee from and  against  any  and  all

liabilities, costs and expenses incurred by such persons as a result  of  any

act,  or omission to act, in connection with the performance of such persons'

duties,  responsibilities and obligations under the  Plan,  other  than  such

liabilities, costs and expenses as may result from the gross negligence,  bad

faith, willful conduct and/or criminal acts of such persons.

          9.2   Governing Law.  The Plan shall be governed and  construed  in

accordance with the laws of the State of North Dakota and the Code.

          9.3   Compliance  with  Applicable  Laws.   The  inability  of  the

Corporation to obtain from any regulatory body having jurisdiction  authority

deemed  by  the Corporation's counsel to be necessary to the lawful  issuance

and  sale  of  any  Shares upon the exercise of an Option shall  relieve  the



Corporation of any liability in respect of the non-issuance or sale  of  such

Shares as to which such requisite authority shall not have been obtained.



                                   As  approved by the Board of Directors  on
                                   February 8, 2002.


                                   By:__________________________
                                      RICHARD HANNIGAN, Secretary



                                                        EXHIBIT I

                           [FORM OF]

                INCENTIVE STOCK OPTION AGREEMENT

     THIS  INCENTIVE STOCK OPTION AGREEMENT ("Agreement") is entered into  as

of,  by and between VOYAGER ENTERTAINMENT INTERNATIONAL, INC., a North Dakota

corporation ("Corporation"), and                   ("Optionee").

                        R E C I T A L S

     A.    On  February  8, 2002, the Board of Directors of  the  Corporation

adopted the VOYAGER ENTERTAINMENT INTERNATIONAL, INC. 2002 Stock Option  Plan

(the "Plan").

     B.    Pursuant to the Plan, on ________________, the Board of  Directors

of  the  Corporation  acting as the Plan Committee  ("Committee")  authorized

granting  to  Optionee options to purchase shares of the common stock,  $.001

par  value,  of  the Corporation ("Shares") for the term and subject  to  the

terms and conditions hereinafter set forth.

                       A G R E E M E N T

     It is hereby agreed as follows:

     1.    CERTAIN  DEFINITIONS.  Unless otherwise  defined  herein,  or  the

context  otherwise clearly requires, terms with initial capital letters  used

herein shall have the meanings assigned to such terms in the Plan.

     2.    GRANT  OF  OPTIONS.  The Corporation hereby  grants  to  Optionee,

options  ("Options") to purchase all or any part of             Shares,  upon

and subject to the terms and conditions of the Plan, which is incorporated in

full  herein  by this reference, and upon the other terms and conditions  set

forth herein.



     3.   OPTION PERIOD.  The Options shall be exercisable at any time during

the  period  commencing on the following dates (subject to the provisions  of

Section  18) and expiring on the date ten (10) years from the date of  grant,

unless earlier terminated pursuant to Section 7:

         [terms of option vesting to be set forth here]

     4.    METHOD OF EXERCISE.  The Options shall be exercisable by  Optionee

by  giving written notice to the Corporation of the election to purchase  and

of  the  number  of  Shares Optionee elects to purchase, such  notice  to  be

accompanied  by  such  other executed instruments  or  documents  as  may  be

required  by  the Committee pursuant to this Agreement, and unless  otherwise

directed by the Committee, Optionee shall at the time of such exercise tender

the purchase price of the Shares he has elected to purchase.  An Optionee may

purchase  less  than  the  total number of Shares for  which  the  Option  is

exercisable,  provided that a partial exercise of an Option may  not  be  for

less  than  One Hundred (100) Shares.  If Optionee shall not purchase all  of

the  Shares which he is entitled to purchase under the Options, his right  to

purchase the remaining unpurchased Shares shall continue until expiration  of

the  Options.  The Options shall be exercisable with respect of whole  Shares

only, and fractional Share interests shall be disregarded.

     5.    AMOUNT OF PURCHASE PRICE.  The purchase price per Share  for  each

Share  which  Optionee  is entitled to purchase under the  Options  shall  be

per Share.

     6.    PAYMENT  OF PURCHASE PRICE.  At the time of Optionee's  notice  of

exercise  of  the Options, Optionee shall tender in cash or by  certified  or

bank  cashier's check payable to the Corporation, the purchase price for  all

Shares then being purchased.  Provided, however, the Board of Directors  may,

in  its  sole  discretion, permit payment by the Corporation of the  purchase

price in whole or in part with Shares.  If the Optionee is so permitted,  and

the  Optionee elects to make payment with Shares, the Optionee shall  deliver

to  the Corporation certificates representing the number of Shares in payment



for  new Shares, duly endorsed for transfer to the Corporation, together with

any  written  representations  relating to  title,  liens  and  encumbrances,

securities   laws,  rules  and  regulatory  compliance,  or  other   matters,

reasonably  requested  by the Board of Directors.  The  value  of  Shares  so

tendered  shall  be  their Fair Market Value Per Share on  the  date  of  the

Optionee's notice of exercise.

     7.    EFFECT  OF TERMINATION OF EMPLOYMENT.  If an Optionee's employment

or  other relationship with the Corporation (or a Subsidiary) terminates, the

effect of the termination on the Optionee's rights to acquire Shares shall be

as follows:

          7.1   Termination  for  Other  than Disability  or  Cause.   If  an

Optionee ceases to be employed by, or ceases to have a relationship with, the

Corporation  or  a  Subsidiary for any reason other than  for  disability  or

cause,  such Optionee's Options shall expire not later than three (3)  months

thereafter.   During such three (3) month period and prior to the  expiration

of  the Option by its terms, the Optionee may exercise any Option granted  to

him,  but  only to the extent such Options were exercisable on  the  date  of

termination  of  his employment or relationship and except as  so  exercised,

such  Options  shall expire at the end of such three (3) month period  unless

such  Options  by their terms expire before such date.  The  decision  as  to

whether a termination for a reason other than disability, cause or death  has

occurred  shall be made by the Committee, whose decision shall be  final  and

conclusive, except that employment shall not be considered terminated in  the

case  of  sick  leave  or other bona fide leave of absence  approved  by  the

Corporation.

          7.2   Disability.   If  an Optionee ceases to be  employed  by,  or

ceases to have a relationship with, the Corporation or a Subsidiary by reason

of  disability (within the meaning of Code Section 22(e)(3)), such Optionee's

Options  shall expire not  later than one (1) year thereafter.   During  such

one  (1) year period and prior to the expiration of the Option by its  terms,



the  Optionee may exercise any Option granted to him, but only to the  extent

such  Options were exercisable on the date the Optionee ceased to be employed

by,  or ceased to have a relationship with, the Corporation or Subsidiary  by

reason of disability.  The decision as to whether a termination by reason  of

disability has occurred shall be made by the Committee, whose decision  shall

be final and conclusive.

          7.3   Termination  for Cause.  If an Optionee's employment  by,  or

relationship with, the Corporation or a Subsidiary is terminated  for  cause,

such  Optionee's  Option  shall expire immediately;  provided,  however,  the

Committee  may,  in  its sole discretion, within thirty  (30)  days  of  such

termination, waive the expiration of the Option by giving written  notice  of

such  waiver to the Optionee at such Optionee's last known address.   In  the

event  of  such  waiver, the Optionee may exercise the Option  only  to  such

extent, for such time, and upon such terms and conditions as if such Optionee

had  ceased  to  be employed by, or ceased to have a relationship  with,  the

Corporation  or a Subsidiary upon the date of such termination for  a  reason

other  than disability, cause or death.  Termination for cause shall  include

termination for malfeasance or gross misfeasance in the performance of duties

or  conviction  of illegal activity in connection therewith  or  any  conduct

detrimental  to  the  interests  of the Corporation  or  a  Subsidiary.   The

determination  of  the Committee with respect to whether  a  termination  for

cause has occurred shall be final and conclusive.

     8.     NONTRANSFERABILITY  OF  OPTIONS.   The  Options  shall   not   be

transferable,  either voluntarily or by operation of law, otherwise  than  by

will  or the laws of descent and distribution and shall be exercisable during

the Optionee's lifetime only by Optionee.

     9.    ADDITIONAL  RESTRICTIONS REGARDING DISPOSITIONS  OF  SHARES.   The

Shares  acquired pursuant to the exercise of Options shall be subject to  the

restrictions set forth in Exhibit "A" attached hereto and incorporated herein

as if fully set forth.



     10.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.  As used  herein,  the

term  "Adjustment  Event" means an event pursuant to  which  the  outstanding

Shares  of  the  Corporation are increased, decreased  or  changed  into,  or

exchanged  for  a  different number or kind of shares or securities,  without

receipt  of consideration by the Corporation, through reorganization, merger,

recapitalization, reclassification, stock split, reverse stock  split,  stock

dividend,  stock  consolidation or otherwise.   Upon  the  occurrence  of  an

Adjustment Event, (i) appropriate and proportionate adjustments shall be made

to  the  number  and kind and exercise price for the shares  subject  to  the

Options,  and (ii) appropriate amendments to this Agreement shall be executed

by  the  Corporation and Optionee if the Committee determines  that  such  an

amendment  is  necessary  or  desirable  to  reflect  such  adjustments.   If

determined  by the Committee to be appropriate, in the event of an Adjustment

Event  which  involves the substitution of securities of a corporation  other

than  the  Corporation,  the  Committee  shall  make  arrangements  for   the

assumptions  by  such other corporation of the Options.  Notwithstanding  the

foregoing, any such adjustment to the Options shall be made without change in

the  total  exercise  price  applicable to the  unexercised  portion  of  the

Options, but with an appropriate adjustment to the number of shares, kind  of

shares  and  exercise  price  for each share subject  to  the  Options.   The

determination  by  the  Committee  as  to  what  adjustments,  amendments  or

arrangements  shall  be  made pursuant to this Section  10,  and  the  extent

thereof, shall be final and conclusive.  No fractional Shares shall be issued

on account of any such adjustment or arrangement.

     11.   NO  RIGHTS  TO  CONTINUED  EMPLOYMENT  OR  RELATIONSHIP.   Nothing

contained in this Agreement shall obligate the Corporation to employ or  have

another  relationship with Optionee for any period or interfere  in  any  way

with  the  right of the Corporation to reduce Optionee's compensation  or  to

terminate the employment of or relationship with Optionee at any time.



     12.   TIME  OF GRANTING OPTIONS.  The time the Options shall  be  deemed

granted, sometimes referred to herein as the "date of grant," shall be    .

     13.   PRIVILEGES OF STOCK OWNERSHIP.  Optionee shall not be entitled  to

the  privileges of stock ownership as to any Shares not actually  issued  and

delivered to Optionee.  No Shares shall be purchased upon the exercise of any

Options  unless and until, in the opinion of the Corporation's  counsel,  any

then  applicable  requirements  of any laws, or  governmental  or  regulatory

agencies  having jurisdiction, and of any exchanges upon which the  stock  of

the Corporation may be listed shall have been fully complied with.

     14.   SECURITIES  LAWS  COMPLIANCE.   The  Corporation  will  diligently

endeavor  to comply with all applicable securities laws before any  stock  is

issued  pursuant  to the Options.   Without limiting the  generality  of  the

foregoing,  the  Corporation may require from the  Optionee  such  investment

representation or such agreement, if any, as counsel for the Corporation  may

consider necessary in order to comply with the Securities Act of 1933 as then

in  effect,  and  may require that the Optionee agree that any  sale  of  the

Shares  will  be  made only in such manner as is permitted by the  Committee.

The  Committee may in its discretion cause the Shares underlying the  Options

to be registered under the Securities Act of 1933 as amended by filing a Form

S-8 Registration Statement covering the Options and the Shares underlying the

Options.   Optionee  shall  take  any  action  reasonably  requested  by  the

Corporation  in connection with registration or qualification of  the  Shares

under federal or state securities laws.

     15.  INTENDED TREATMENT AS INCENTIVE STOCK OPTIONS.  The Options granted

herein are intended to be "incentive stock options" to which Sections 421 and

422A  of  the  Internal Revenue Code of 1986, as amended from  time  to  time

("Code") apply, and shall be construed to implement that intent.  If  all  or

any  part of the Options shall not be subject to Sections 421 and 422A of the

Code, the Options shall nevertheless be valid and carried into effect.



     16.  PLAN CONTROLS.  The Options shall be subject to and governed by the

provisions of the Plan.  All determinations and interpretations of  the  Plan

made by the Committee shall be final and conclusive.

     17.  SHARES SUBJECT TO LEGEND.  If deemed necessary by the Corporation's

counsel,  all certificates issued to represent Shares purchased upon exercise

of  the Options shall bear such appropriate legend conditions as counsel  for

the Corporation shall require.

     18.  CONDITIONS TO OPTIONS.

          18.1 Compliance with Applicable Laws.  THE CORPORATION'S OBLIGATION

TO ISSUE SHARES OF ITS COMMON STOCK UPON EXERCISE OF THE OPTIONS IS EXPRESSLY

CONDITIONED  UPON  THE COMPLETION BY THE CORPORATION OF ANY  REGISTRATION  OR

OTHER  QUALIFICATION  OF SUCH SHARES UNDER ANY STATE AND/OR  FEDERAL  LAW  OR

RULINGS OR REGULATIONS OF ANY GOVERNMENTAL REGULATORY BODY, OR THE MAKING  OF

SUCH INVESTMENT REPRESENTATIONS OR OTHER REPRESENTATIONS AND UNDERTAKINGS  BY

THE OPTIONEE OR ANY PERSON ENTITLED TO EXERCISE THE OPTION IN ORDER TO COMPLY

WITH  THE  REQUIREMENTS OF ANY EXEMPTION FROM ANY SUCH REGISTRATION OR  OTHER

QUALIFICATION  OF  SUCH  SHARES  WHICH  THE  COMMITTEE  SHALL,  IN  ITS  SOLE

DISCRETION,  DEEM NECESSARY OR ADVISABLE.  SUCH REQUIRED REPRESENTATIONS  AND

UNDERTAKINGS MAY INCLUDE REPRESENTATIONS AND AGREEMENTS THAT THE OPTIONEE  OR

ANY  PERSON ENTITLED TO EXERCISE THE OPTION (i) IS NOT PURCHASING SUCH SHARES

FOR DISTRIBUTION AND (ii) AGREES TO HAVE PLACED UPON THE FACE AND REVERSE  OF

ANY  CERTIFICATES A LEGEND SETTING FORTH ANY REPRESENTATIONS AND UNDERTAKINGS

WHICH HAVE BEEN GIVEN TO THE COMMITTEE OR A REFERENCE THERETO.



          18.2  SHAREHOLDER APPROVAL OF PLAN.  IF THE OPTIONS GRANTED  HEREBY

ARE  GRANTED  PRIOR  TO  APPROVAL OF THE PLAN  BY  THE  SHAREHOLDERS  OF  THE

CORPORATION PURSUANT TO SECTION 8 OF THE PLAN, THE GRANT OF THE OPTIONS  MADE

HEREBY  IS  EXPRESSLY  CONDITIONED  UPON  AND  SUCH  OPTIONS  SHALL  NOT   BE

EXERCISABLE  UNTIL  THE  APPROVAL OF THE PLAN  BY  THE  SHAREHOLDERS  OF  THE

CORPORATION IN ACCORDANCE WITH THE PROVISIONS OF SECTION 8 OF THE PLAN.

          18.3  Maximum  Exercise Period.  Notwithstanding any  provision  of

this  Agreement to the contrary, the Options shall expire no later  than  ten

years  from  the  date hereof or five years if, as of the  date  hereof,  the

Optionee  owns or is considered to own by reason of Code Section 425(d)  more

than  10% of the total combined voting power of all classes of stock  of  the

Corporation or any Subsidiary or parent corporation of the Corporation.

     19.  MISCELLANEOUS.

          19.1  Binding Effect.  This Agreement shall bind and inure  to  the

benefit   of   the   successors,  assigns,  transferees,   agents,   personal

representatives, heirs and legatees of the respective parties.

          19.2  Further Acts.  Each party agrees to perform any further  acts

and execute and deliver any documents which may be necessary to carry out the

provisions of this Agreement.



          19.3  Amendment.  This Agreement may be amended at any time by  the

written agreement of the Corporation and the Optionee.

          19.4  Syntax.  Throughout this Agreement, whenever the  context  so

requires,  the  singular shall include the plural, and the  masculine  gender

shall include the feminine and neuter genders.  The headings and captions  of

the  various  Sections hereof are for convenience only  and  they  shall  not

limit, expand or otherwise affect the construction or interpretation of  this

Agreement.

          19.5  Choice of Law.  The parties hereby agree that this  Agreement

has  been  executed and delivered in the State of North Dakota and  shall  be

construed, enforced and governed by the laws thereof.  This Agreement  is  in

all respects intended by each party hereto to be deemed and construed to have

been  jointly prepared by the parties and the parties hereby expressly  agree

that  any  uncertainty or ambiguity existing herein shall not be  interpreted

against either of them.

          19.6  Severability.  In  the  event  that  any  provision  of  this

Agreement  shall  be held invalid or unenforceable, such provision  shall  be

severable  from,  and  such  invalidity  or  unenforceability  shall  not  be

construed to have any effect on, the remaining provisions of this Agreement.

          19.7  Notices.  All notices and demands between the parties  hereto

shall  be  in  writing and shall be served either by registered or  certified

mail,  and such notices or demands shall be deemed given and made forty-eight

(48)  hours  after  the  deposit thereof in the United States  mail,  postage

prepaid, addressed to the party to whom such notice or demand is to be  given

or  made, and the issuance of the registered receipt therefor.  If served  by

telegraph, such notice or demand shall be deemed given and made at  the  time

the  telegraph  agency shall confirm to the sender, delivery thereof  to  the

addressee.   All  notices and demands to Optionee or the Corporation  may  be

given to them at the following addresses:



        If to Optionee:



        If to Corporation:   VOYAGER ENTERTAINMENT INTERNATIONAL, INC.








Such  parties may designate in writing from time to time such other place  or

places that such notices and demands may be given.

            19.8  Entire  Agreement.  This Agreement constitutes  the  entire

agreement between the parties hereto pertaining to the subject matter hereof,

this  Agreement  supersedes  all  prior and  contemporaneous  agreements  and

understandings  of the parties, and there are no warranties,  representations

or  other  agreements  between  the parties in connection  with  the  subject

matter  hereof  except  as set forth or referred to herein.   No  supplement,

modification  or  waiver or termination of this Agreement  shall  be  binding

unless  executed in writing by the party to be bound thereby.  No  waiver  of

any  of  the  provisions of this Agreement shall constitute a waiver  of  any

other  provision  hereof  (whether or not  similar)  nor  shall  such  waiver

constitute a continuing waiver.

            19.9  Attorneys'  Fees.   In the event that  any  party  to  this

Agreement institutes any action or proceeding, including, but not limited to,

litigation or arbitration, to preserve, to protect or to enforce any right or

benefit  created by or granted under this Agreement, the prevailing party  in

each  respective such action or proceeding shall be entitled, in addition  to

any and all other relief granted by a court or other tribunal or body, as may

be appropriate, to an award in such action or proceeding of that sum of money

which  represents the attorneys' fees reasonably incurred by  the  prevailing

party  therein  in  filing or otherwise instituting  and  in  prosecuting  or

otherwise pursuing or defending such action or proceeding, and, additionally,



the  attorneys'  fees  reasonably  incurred  by  such  prevailing  party   in

negotiating any and all matters underlying such action or proceeding  and  in

preparation for instituting or defending such action or proceeding.



        IN  WITNESS WHEREOF, the parties have entered into this Agreement  as

of the date first set forth above.

                         "CORPORATION"

                         VOYAGER ENTERTAINMENT
                         INTERNATIONAL, INC.
                         a North Dakota corporation



                         By:
                                                Secretary

                         "OPTIONEE"




                                                       EXHIBIT II
                           [FORM OF]

              NON-QUALIFIED STOCK OPTION AGREEMENT


     THIS  NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is entered into

as  of                            ,  by  and  between  VOYAGER  ENTERTAINMENT

INTERNATIONAL,   INC.,  a  North  Dakota  corporation  ("Corporation"),   and

____________________ ("Optionee").



                        R E C I T A L S



     A.    On  February  8, 2002, the Board of Directors of  the  Corporation

adopted,  subject  to  the  approval of the Corporation's  shareholders,  the

VOYAGER  ENTERTAINMENT  INTERNATIONAL,  INC.  2002  Stock  Option  Plan  (the

"Plan").

     B.    Pursuant  to the Plan, on                         , the  Board  of

Directors  of  the  Corporation  acting as the Plan  Committee  ("Committee")

authorized  granting  to Optionee options to purchase shares  of  the  common

stock,  $.001  par  value, of the Corporation ("Shares")  for  the  term  and

subject to the terms and conditions hereinafter set forth.

                       A G R E E M E N T

     It is hereby agreed as follows:

     1.    CERTAIN  DEFINITIONS.  Unless otherwise  defined  herein,  or  the

context  otherwise clearly requires, terms with initial capital letters  used

herein shall have the meanings assigned to such terms in the Plan.

     2.    GRANT  OF  OPTIONS.  The Corporation hereby  grants  to  Optionee,

options  ("Options") to purchase all or any part of __________  Shares,  upon




and subject to the terms and conditions of the Plan, which is incorporated in

full  herein  by this reference, and upon the other terms and conditions  set

forth herein.

     3.   OPTION PERIOD.  The Options shall be exercisable at any time during

the  period  commencing on the following dates (subject to the provisions  of

Section  18) and expiring on the date five (5) years from the date of  grant,

unless earlier terminated pursuant to Section 7:



          [Terms of vesting to be set forth here]



     4.    METHOD OF EXERCISE.  The Options shall be exercisable by  Optionee

by  giving written notice to the Corporation of the election to purchase  and

of  the  number  of  Shares Optionee elects to purchase, such  notice  to  be

accompanied  by  such  other executed instruments  or  documents  as  may  be

required  by  the Committee pursuant to this Agreement, and unless  otherwise

directed by the Committee, Optionee shall at the time of such exercise tender

the purchase price of the Shares he has elected to purchase.  An Optionee may

purchase  less  than  the  total number of Shares for  which  the  Option  is

exercisable,  provided that a partial exercise of an Option may  not  be  for

less  than One Hundred (100) Shares.  If Optionee shall not purchase  all  of

the  Shares which he is entitled to purchase under the Options, his right  to

purchase the remaining unpurchased Shares shall continue until expiration  of

the  Options.  The Options shall be exercisable with respect of whole  Shares

only, and fractional Share interests shall be disregarded.

     5.    AMOUNT OF PURCHASE PRICE.  The purchase price per Share  for  each

Share  which Optionee is entitled to purchase under the Options  shall  be  $

per Share.

     6.    PAYMENT  OF  PURCHASE PRICE. At the time of Optionee's  notice  of

exercise  of  the Options, Optionee shall tender in cash or by  certified  or

bank  cashier's check payable to the Corporation, the purchase price for  all




Shares then being purchased.  Provided, however, the Board of Directors  may,

in  its  sole  discretion, permit payment by the Corporation of the  purchase

price in whole or in part with Shares.  If the Optionee is so permitted,  and

the  Optionee elects to make payment with Shares, the Optionee shall  deliver

to  the Corporation certificates representing the number of Shares in payment

for  new Shares, duly endorsed for transfer to the Corporation, together with

any  written  representations  relating to  title,  liens  and  encumbrances,

securities   laws,  rules  and  regulatory  compliance,  or  other   matters,

reasonably  requested  by the Board of Directors.  The  value  of  Shares  so

tendered  shall  be  their Fair Market Value Per Share on  the  date  of  the

Optionee's notice of exercise.

     7.    EFFECT  OF  TERMINATION OF RELATIONSHIP OR DEATH.   If  Optionee's

relationship   with  the  Corporation  as  a  director  terminates   (whether

voluntarily   or   involuntarily  because  he  is  not  re-elected   by   the

shareholders), or if optionee dies, all options which have previously  vested

shall expire six (6) months thereafter.  All unvested options shall laps  and

automatically  expire.   During such six (6) month period  (or  such  shorter

period  prior to the expiration of the Option by its own terms), such Options

may be exercised by the Optionee, his executor or administrator or the person

or  persons to whom the Option is transferred by will or the applicable  laws

of  descent and distribution, as the case may be, but only to the extent such

Options  were  exercisable on the date Optionee ceased to have a relationship

with the Corporation as a director or died.

     8.     NONTRANSFERABILITY  OF  OPTIONS.   The  Options  shall   not   be

transferable,  either voluntarily or by operation of law, otherwise  than  by

will  or the laws of descent and distribution and shall be exercisable during

the Optionee's lifetime only by Optionee.

     9.    ADDITIONAL  RESTRICTIONS REGARDING DISPOSITIONS  OF  SHARES.   The

Shares  acquired pursuant to the exercise of Options shall be subject to  the

restrictions set forth in Exhibit "A" attached hereto and incorporated herein

as if fully set forth.



     10.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.  As used  herein,  the

term  "Adjustment  Event" means an event pursuant to  which  the  outstanding

Shares  of  the  Corporation are increased, decreased  or  changed  into,  or

exchanged  for  a  different number or kind of shares or securities,  without

receipt  of consideration by the Corporation, through reorganization, merger,

recapitalization, reclassification, stock split, reverse stock  split,  stock

dividend,  stock  consolidation or otherwise.   Upon  the  occurrence  of  an

Adjustment Event, (i) appropriate and proportionate adjustments shall be made

to  the  number  and kind and exercise price for the shares  subject  to  the

Options,  and (ii) appropriate amendments to this Agreement shall be executed

by  the  Corporation and Optionee if the Committee determines  that  such  an

amendment  is  necessary  or  desirable  to  reflect  such  adjustments.   If

determined  by the Committee to be appropriate, in the event of an Adjustment

Event  which  involves the substitution of securities of a corporation  other

than  the  Corporation,  the  Committee  shall  make  arrangements  for   the

assumptions  by  such other corporation of the Options.  Notwithstanding  the

foregoing, any such adjustment to the Options shall be made without change in

the  total  exercise  price  applicable to the  unexercised  portion  of  the

Options, but with an appropriate adjustment to the number of shares, kind  of

shares  and  exercise  price  for each share subject  to  the  Options.   The

determination  by  the  Committee  as  to  what  adjustments,  amendments  or

arrangements  shall  be  made pursuant to this Section  10,  and  the  extent

thereof, shall be final and conclusive.  No fractional Shares shall be issued

on account of any such adjustment or arrangement.

     11.   NO  RIGHTS  TO  CONTINUED  EMPLOYMENT  OR  RELATIONSHIP.   Nothing

contained in this Agreement shall obligate the Corporation to employ or  have

another  relationship with Optionee for any period or interfere  in  any  way

with  the  right of the Corporation to reduce Optionee's compensation  or  to

terminate the employment of or relationship with Optionee at any time.



     12.   TIME  OF GRANTING OPTIONS.  The time the Options shall  be  deemed

granted,  sometimes  referred to herein as the  "date  of  grant,"  shall  be

..

     13.   PRIVILEGES OF STOCK OWNERSHIP.  Optionee shall not be entitled  to

the  privileges of stock ownership as to any Shares not actually  issued  and

delivered to Optionee.  No Shares shall be purchased upon the exercise of any

Options  unless and until, in the opinion of the Corporation's  counsel,  any

then  applicable  requirements  of any laws, or  governmental  or  regulatory

agencies  having jurisdiction, and of any exchanges upon which the  stock  of

the Corporation may be listed shall have been fully complied with.

     14.   SECURITIES  LAWS  COMPLIANCE.   The  Corporation  will  diligently

endeavor  to comply with all applicable securities laws before any  stock  is

issued  pursuant  to  the Options.  Without limiting the  generality  of  the

foregoing,  the  Corporation may require from the  Optionee  such  investment

representation or such agreement, if any, as counsel for the Corporation  may

consider necessary in order to comply with the Securities Act of 1933 as then

in  effect,  and  may require that the Optionee agree that any  sale  of  the

Shares  will  be  made only in such manner as is permitted by the  Committee.

The  Committee may in its discretion cause the Shares underlying the  Options

to be registered under the Securities Act of 1933 as amended by filing a Form

S-8 Registration Statement covering the Options and the Shares underlying the

Options.   Optionee  shall  take  any  action  reasonably  requested  by  the

Corporation  in connection with registration or qualification of  the  Shares

under federal or state securities laws.

     15.   INTENDED  TREATMENT AS NON-QUALIFIED STOCK OPTIONS.   The  Options

granted  herein are intended to be non-qualified stock options  described  in

U.S.  Treasury Regulation ("Treas. Reg.") ?1.83-7 to which Sections  421  and

422A  of  the  Internal Revenue Code of 1986, as amended from  time  to  time

("Code")  do not apply, and shall be construed to implement that intent.   If

all  or  any part of the Options shall not be described in Treas. Reg. 1.83-7



or  be  subject  to  Sections 421 and 422A of the  Code,  the  Options  shall

nevertheless be valid and carried into effect.

     16.  PLAN CONTROLS.  The Options shall be subject to and governed by the

provisions of the Plan.  All determinations and interpretations of  the  Plan

made by the Committee shall be final and conclusive.

     17.  SHARES SUBJECT TO LEGEND.  If deemed necessary by the Corporation's

counsel,  all certificates issued to represent Shares purchased upon exercise

of  the Options shall bear such appropriate legend conditions as counsel  for

the Corporation shall require.

     18.  CONDITIONS TO OPTIONS.

    18.1 Compliance with Applicable Laws.  THE CORPORATION'S OBLIGATION TO ISSUE

SHARES  OF  ITS  COMMON  STOCK  UPON EXERCISE OF  THE  OPTIONS  IS  EXPRESSLY

CONDITIONED  UPON  THE COMPLETION BY THE CORPORATION OF ANY  REGISTRATION  OR

OTHER  QUALIFICATION  OF SUCH SHARES UNDER ANY STATE AND/OR  FEDERAL  LAW  OR

RULINGS OR REGULATIONS OF ANY GOVERNMENTAL REGULATORY BODY, OR THE MAKING  OF

SUCH INVESTMENT REPRESENTATIONS OR OTHER REPRESENTATIONS AND UNDERTAKINGS  BY

THE OPTIONEE OR ANY PERSON ENTITLED TO EXERCISE THE OPTION IN ORDER TO COMPLY

WITH  THE  REQUIREMENTS OF ANY EXEMPTION FROM ANY SUCH REGISTRATION OR  OTHER

QUALIFICATION  OF  SUCH  SHARES  WHICH  THE  COMMITTEE  SHALL,  IN  ITS  SOLE

DISCRETION,  DEEM NECESSARY OR ADVISABLE.  SUCH REQUIRED REPRESENTATIONS  AND

UNDERTAKINGS MAY INCLUDE REPRESENTATIONS AND AGREEMENTS THAT THE OPTIONEE  OR

ANY  PERSON ENTITLED TO EXERCISE THE OPTION (i) IS NOT PURCHASING SUCH SHARES

FOR DISTRIBUTION AND (ii) AGREES TO HAVE PLACED UPON THE FACE AND REVERSE  OF

ANY  CERTIFICATES A LEGEND SETTING FORTH ANY REPRESENTATIONS AND UNDERTAKINGS

WHICH HAVE BEEN GIVEN TO THE COMMITTEE OR A REFERENCE THERETO.



          18.2  SHAREHOLDER APPROVAL OF PLAN.  IF THE OPTIONS GRANTED  HEREBY

ARE  GRANTED  PRIOR  TO  APPROVAL OF THE PLAN  BY  THE  SHAREHOLDERS  OF  THE

CORPORATION PURSUANT TO SECTION 8 OF THE PLAN, THE GRANT OF THE OPTIONS  MADE

HEREBY  IS  EXPRESSLY  CONDITIONED  UPON  AND  SUCH  OPTIONS  SHALL  NOT   BE

EXERCISABLE  UNTIL  THE  APPROVAL OF THE PLAN  BY  THE  SHAREHOLDERS  OF  THE

CORPORATION IN ACCORDANCE WITH THE PROVISIONS OF SECTION 8 OF THE PLAN.

     19.  MISCELLANEOUS.

          19.1  Binding Effect.  This Agreement shall bind and inure  to  the

benefit   of   the   successors,  assigns,  transferees,   agents,   personal

representatives, heirs and legatees of the respective parties.

          19.2  Further Acts.  Each party agrees to perform any further  acts

and execute and deliver any documents which may be necessary to carry out the

provisions of this Agreement.

          19.3  Amendment.  This Agreement may be amended at any time by  the

written agreement of the Corporation and the Optionee.

          19.4  Syntax.  Throughout this Agreement, whenever the  context  so

requires,  the  singular shall include the plural, and the  masculine  gender

shall include the feminine and neuter genders.  The headings and captions  of

the  various  Sections hereof are for convenience only  and  they  shall  not

limit, expand or otherwise affect the construction or interpretation of  this

Agreement.



          19.5  Choice of Law.  The parties hereby agree that this  Agreement

has  been  executed and delivered in the State of North Dakota and  shall  be

construed, enforced and governed by the laws thereof.  This Agreement  is  in

all respects intended by each party hereto to be deemed and construed to have

been  jointly prepared by the parties and the parties hereby expressly  agree

that  any  uncertainty or ambiguity existing herein shall not be  interpreted

against either of them.

          19.6  Severability.  In  the  event  that  any  provision  of  this

Agreement  shall  be held invalid or unenforceable, such provision  shall  be

severable  from,  and  such  invalidity  or  unenforceability  shall  not  be

construed to have any effect on, the remaining provisions of this Agreement.

          19.7  Notices.  All notices and demands between the parties  hereto

shall  be  in  writing and shall be served either by registered or  certified

mail,  and such notices or demands shall be deemed given and made forty-eight

(48)  hours  after  the  deposit thereof in the United States  mail,  postage

prepaid, addressed to the party to whom such notice or demand is to be  given

or  made, and the issuance of the registered receipt therefor.  If served  by

telegraph, such notice or demand shall be deemed given and made at  the  time

the  telegraph  agency shall confirm to the sender, delivery thereof  to  the

addressee.   All  notices and demands to Optionee or the Corporation  may  be

given to them at the following addresses:

          If to Optionee:


          If to Corporation:     VOYAGER ENTERTAINMENT
                                        INTERNATIONAL, INC.


Such  parties may designate in writing from time to time such other place  or

places that such notices and demands may be given.



          19.8  Entire  Agreement.   This Agreement  constitutes  the  entire

agreement between the parties hereto pertaining to the subject matter hereof,

this  Agreement  supersedes  all  prior and  contemporaneous  agreements  and

understandings  of the parties, and there are no warranties,  representations

or other agreements between the parties in connection with the subject matter

hereof   except  as  set  forth  or  referred  to  herein.   No   supplement,

modification  or  waiver or termination of this Agreement  shall  be  binding

unless  executed in writing by the party to be bound thereby.  No  waiver  of

any  of  the  provisions of this Agreement shall constitute a waiver  of  any

other  provision  hereof  (whether or not  similar)  nor  shall  such  waiver

constitute a continuing waiver.

          19.9  Attorneys'  Fees.   In  the event  that  any  party  to  this

Agreement institutes any action or proceeding, including, but not limited to,

litigation or arbitration, to preserve, to protect or to enforce any right or

benefit  created by or granted under this Agreement, the prevailing party  in

each  respective such action or proceeding shall be entitled, in addition  to

any and all other relief granted by a court or other tribunal or body, as may

be appropriate, to an award in such action or proceeding of that sum of money

which  represents the attorneys' fees reasonably incurred by  the  prevailing

party  therein  in  filing or otherwise instituting  and  in  prosecuting  or

otherwise pursuing or defending such action or proceeding, and, additionally,

the  attorneys'  fees  reasonably  incurred  by   such  prevailing  party  in

negotiating any and all matters underlying such action or proceeding  and  in

preparation for instituting or defending such action or proceeding.



        IN  WITNESS WHEREOF, the parties have entered into this Agreement  as

of the date first set forth above.

                         "CORPORATION"

                         VOYAGER ENTERTAINMENT
                         INTERNATIONAL, INC.
                         a North Dakota corporation



                         By:
                           Secretary



                          "OPTIONEE"