AGREEMENT AND PLAN OF REORGANIZATION

Agreement and Plan of Merger

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Title: AGREEMENT AND PLAN OF REORGANIZATION
Governing Law: Illinois Date: 3/10/2004
Law Firm: Clingen Callow & McLean, LLC

AGREEMENT AND PLAN OF REORGANIZATION, Parties: voyager one inc , silicon film technologies inc.

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EXHIBIT 2.1

AGREEMENT AND PLAN OF REORGANIZATION

by and among

Voyager One, Inc.

a Nevada corporation

and

Silicon Film Technologies, Inc., a Illinois corporation

effective as of January 8, 2004

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AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION, is made and entered into this

8th day of January, 2004, by and between Voyager One, Inc., a Nevada corporation

("Voyager") and Silicon Film Technologies, Inc., a Illinois corporation

("Silicon"), and certain shareholders of Silicon listed on the attached Schedule

I ("Silicon Shareholders"), and specifically incorporated herein by reference

(Silicon and Silicon Shareholders shall be hereinafter jointly referred to as

"Silicon Parties").

PREMISES

A. This Agreement provides for the reorganization of Silicon with and into

Voyager, with Silicon becoming a wholly-owned subsidiary of Voyager, and in

connection therewith, the exchange of the outstanding common stock of Silicon

into shares of common voting stock of Voyager, all for the purpose of effecting

a tax-free reorganization pursuant to sections 351, 354 and 368(a)(1)(B) of the

Internal Revenue Code of 1986, as amended ("IRC"). On the terms and conditions

set forth herein, the parties hereby adopt the Plan of Reorganization embodied

in this Agreement.

B. The boards of directors of Silicon and Voyager have determined, subject

to the terms and conditions set forth in this Agreement, that the exchange

contemplated hereby, as a result of which Silicon would become a wholly owned

subsidiary of Voyager is desirable and in the best interests of their

stockholders. This Agreement is being entered into for the purpose of setting

forth the terms and conditions of the proposed exchange.

AGREEMENT

NOW, THEREFORE, on the stated premises and for and in consideration of the

mutual covenants and agreements hereinafter set forth and the mutual benefits to

the parties to be derived herefrom, it is hereby agreed as follows:

ARTICLE I

REPRESENTATIONS, COVENANTS AND WARRANTIES OF

SILICON AND SILICON SHAREHOLDERS

Silicon and each of Silicon Shareholders, individually and neither jointly

nor severally, represents and warrants to Voyager, except as disclosed in this

Agreement or in the case of any representation qualified by its terms to a

particular Schedule, as hereinafter defined, of Silicon attached hereto, that

the statements made in this Article I will be correct and complete at the

Effective Date, as hereinafter defined, provided, however, if there is no

Effective Date, then no party shall be liable for any inaccuracy.

SECTION 1.1 SHAREHOLDERS. Each of the Silicon Shareholders is the owner of

all of the issued and outstanding shares of the capital stock of Silicon

attributed to such Shareholder on Schedule I; each Silicon Shareholder has full

legal title to all Silicon Shares described in Schedule I as being owned by such

Silicon Shareholder free from any and all claims, liens or other encumbrances.

Silicon Shareholders have the unqualified right to sell, transfer, and dispose

of their respective Silicon Shares subject to the applicable securities laws and

the laws of bankruptcy, insolvency and general creditors' rights. Each Silicon

Shareholder represents and warrants that, in regards to such Silicon

Shareholder's shares of Silicon, such Silicon Shareholder has full right and

authority to execute this Agreement and to transfer his shares of Silicon to

Voyager.

SECTION 1.2 ORGANIZATION. Silicon is a corporation duly organized, validly

existing, and in good standing under the laws of Illinois and has the corporate

power and is duly authorized, qualified, franchised and licensed under all

applicable laws, regulations, ordinances and orders of public authorities to own

all of its properties and assets and to carry on its business in all material

respects as it is now being conducted, including qualification to do business as

a foreign corporation in the jurisdiction in which the character and location of

the assets owned by it or the nature of the business transacted by it requires

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qualification. Included in the Silicon Schedules (as hereinafter defined) are

complete and correct copies of the articles of incorporation, bylaws and

amendments thereto of Silicon as in effect on the date hereof. The execution and

delivery of this Agreement does not and the consummation of the transactions

contemplated by this Agreement in accordance with the terms hereof will not

violate any provision of Silicon's articles of incorporation or bylaws. Silicon

has full power, authority and legal right and has taken all action required by

law, its articles of incorporation, its bylaws or otherwise to authorize the

execution and delivery of this Agreement.

SECTION 1.3 CAPITALIZATION. The authorized capitalization of Silicon

consists of seventy five (75) million Class A Common Stock shares, no par value

per share (the "Silicon Class A Shares"), and five (5) million Class B Common

Stock shares (the "Silicon Class B Shares")(Silicon Class A Shares and Silicon

Class B Shares may be collectively referred to as "Silicon Common Shares"), no

par value per share. As of the date of this Agreement, 68,779,200 of the

authorized Class A Shares are issued and outstanding, and 5,000,000 of the Class

B Shares are issued and outstanding. Each share of Silicon Class B Shares is

convertible into one (1) share of Silicon Common A Shares, however, each share

of Class B Shares is entitled to one hundred (100) votes. All issued and

outstanding shares are legally issued, fully paid and nonassessable and are not

issued in violation of the preemptive or other rights of any person. Except as

may be disclosed in Silicon Schedules, Silicon has no other securities, warrants

or options authorized or issued.

SECTION 1.4 SUBSIDIARIES AND PREDECESSOR CORPORATIONS. Except as otherwise

set forth in the Silicon Schedules, Silicon does not have any other subsidiaries

and does not own, beneficially or of record, any shares of any other

corporation. For purposes herein, all references to Silicon shall include

Silicon and all of its subsidiaries.

SECTION 1.5 FINANCIAL INFORMATION.

(a) Attached hereto as Schedule 1.5 are unaudited financial

statements from the inception of Silicon until June 30, 2003 (the

"Silicon Financial Statements").

(b) Silicon has no liabilities with respect to the payment of any

federal, state, county, local or other taxes (including any

deficiencies, interest or penalties), except for taxes accrued but not

yet due and payable;

returns, including extensions of such tax returns, if any, required to

be filed by it from inception to the date hereof, if any;

(d) The books and records, financial and others, of Silicon are

in all material respects complete and correct and have been maintained

in accordance with good business accounting practices; and

(e) except as and to the extent disclosed herein and the Silicon

Schedules, Silicon has no material contingent liabilities, direct or

indirect, matured or unmatured.

SECTION 1.6 INFORMATION. The information concerning Silicon set forth in

this Agreement and in the Silicon Schedules to the best of Silicon's knowledge,

is complete and accurate in all material respects and does not contain any

untrue statement of a material fact or omit to state a material fact required to

make the statements made, in light of the circumstances under which they were

made, not misleading.

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SECTION 1.7 OPTIONS AND WARRANTS. Except as may otherwise be disclosed

herein on Schedule 1.7, there are no existing options, warrants, calls or

commitments of any character to which Silicon is a party and by which it is

bound. Pursuant to the existing option agreements (see Schedule 1.7 Options),

appropriate adjustments shall be made in the number of shares for which such

options May be exercised based upon the exchange rate at which each share of

common stock Silicon shall be exchanged for certain number of shares of Voyager

(see Section 3.2 of this Agreement).

SECTION 1.8 ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as set forth in

this Agreement, the Silicon Schedules, or as otherwise disclosed to Voyager,

since June 30, 2003:

(a) there has not been: (i) any material adverse change in the

business, operations, properties, assets or condition of Silicon; or

(ii) any damage, destruction or loss to Silicon (whether or not

covered by insurance) materially and adversely affecting the business,

operations, properties, assets or condition of Silicon;

(b) Silicon has not: (i) amended its articles of incorporation or

bylaws; (ii) declared or made, or agreed to declare or make, any

payment of dividends or distributions of any assets of any kind

whatsoever to stockholders or purchased or redeemed or agreed to

purchase or redeem any of its capital stock; (iii) waived any rights

of value which in the aggregate are extraordinary or material

considering the business of Silicon; (iv) made any material change in

its method of management, operation or accounting other than in its

ordinary course of business; (v) entered into any other material

transaction; (vi) made any accrual or arrangement for or payment of

bonuses or special compensation of any kind or any severance or

termination pay to any present or former officer or employee; (vii)

increased the rate of compensation; or (viii) made any increase in any

profit sharing, bonus, deferred compensation, insurance, pension,

retirement or other employee benefit plan, payment or arrangement made

to, for, or with its officers, directors or employees.

warrants or other rights for its stocks, bonds or other corporate

securities calling for the issuance thereof; (ii) borrowed or agreed

to borrow any funds or incurred or become subject to, any material

obligation or liability (absolute or contin gent) except liabilities

incurred in the ordinary course of business; (iii) paid any material

obligation or liability (absolute or contingent) other than current

liabilities reflected in or shown on the most recent Silicon balance

sheet and current liabilities incurred since that date in the ordinary

course of business; (iv) sold or transferred, or agreed to sell or

transfer, any of its assets, properties or rights (except assets,

properties or rights not used or useful in its business which, in the

aggregate have a value of less than $10,000); (v) made or permitted

any amendment or termination of any contract, agreement or license to

which it is a party if such amendment or termination is material,

considering the business of Silicon; or (vi) issued, delivered or

agreed to issue or deliver any stock, bonds or other corporate

securities, including debentures (whether authorized and unissued or

held as treasury stock); and

(d) to the best knowledge of Silicon, it has not become subject

to any law or regulation which materially and adversely affects, or in

the future May adversely affect, the business, operations, properties,

assets or condition of Silicon.

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SECTION 1.9 TITLE AND RELATED MATTERS. Except as provided herein or in the

Silicon Schedules, Silicon has good and marketable title to and is the sole and

exclusive owner of all of its properties, inventory, interests in properties and

assets, real and personal including technical information, copyrights,

trademarks, service marks and tradenames (collectively, the "Assets") which are

reflected in the Silicon Schedules or acquired after that date (except

properties, interests in properties and assets sold or otherwise disposed of

since such date in the ordinary course of business), free and clear of all

liens, pledges, charges or encumbrances except: (a) statutory liens or claims

not yet delinquent; (b) such imperfections of title and easements as do not and

will not, materially detract from or interfere with the present or proposed use

of the properties subject thereto or affected thereby or otherwise materially

impair present business operations on such properties; and (c) as described in

the Silicon Schedules. Except as set forth in the Silicon Schedules, Silicon

owns free and clear of any liens, claims, encumbrances, royalty interests or

other restrictions or limitations of any nature whatsoever, any and all products

it is currently manufacturing, including the underlying technology and data, and

all procedures, techniques, marketing plans, business plans, methods of

management or other information utilized in connection with Silicon's business.

Except as set forth in the Silicon Schedules, no third party has any right to,

and Silicon has not received any notice of infringement of or conflict with

asserted rights of others with respect to any product, technology, data, trade

secrets, know-how, proprietary techniques, trademarks, service marks, trade

names or copyrights which, singly or in the aggregate, if the subject of an

unfavorable decision, ruling or finding, would have a materially adverse affect

on the business, operations, financial conditions or income of Silicon or any

material portion of its properties, assets or rights.

SECTION 1.10 LITIGATION AND PROCEEDINGS. To the best of Silicon's knowledge

and belief, there are no actions, suits, proceedings or investigations pending

or threatened by or against Silicon or affecting Silicon or its properties, at

law or in equity, before any court or other governmental agency or

instrumentality, domestic or foreign or before any arbitrator of any kind that

would have a material adverse affect on the business, operations, financial

condition or income of Silicon. Silicon does not have any knowledge of any

default on its part with respect to any judgment, order, writ, injunction,

decree, award, rule or regulation of any court, arbitrator or governmental

agency or instrumentality or of any circumstances which, after reasonable

investigation, would result in the discovery of such a default.

SECTION 1.11 CONTRACTS.

(a) Except as included or described in the Silicon Schedules,

there are no material contracts, agreements, franchises, license

agreements or other commitments to which Silicon is a party or by

which it or any of its assets, products, technology or properties are

bound;

(b) Except as included or described in the Silicon Schedules or

reflected in the most recent Silicon balance sheet, Silicon is not a

party to any oral or written: (i) contract for the employment of any

officer or employee which is not terminable on thirty (30) days or

less notice; (ii) profit sharing, bonus, deferred compensation, stock

option, severance pay, pension benefit or retirement plan, agreement

or arrangement covered by Title IV of the Employee Retirement Income

Security Act, as amended; (iii) agreement, contract or indenture

relating to the borrowing of money; (iv) guaranty of any obligation,

other than one on which Silicon is a primary obligor, for collection

and other guaranties of obligations, which, in the aggregate do not

exceed more than one year or providing for payments in excess of

$10,000 in the aggregate; (v) consulting or other similar contracts

with an unexpired term of more than one year or providing for payments

in excess of $10,000 in the aggregate; (vi) collective bargaining

agreements; (vii) agreement with any present or former officer or

director of Silicon; or (viii) contract, agreement or other commitment

involving payments by it of more than $10,000 in the aggregate; and

franchises, license agreements and other commitments to which Silicon

is a party or by which its properties are bound and which are material

to the operations of Silicon taken as a whole, are valid and

enforceable by Silicon in all respects, except as limited by

bankruptcy and insolvency laws and by other laws affecting the rights

of creditors generally.

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SECTION 1.12 MATERIAL CONTRACT DEFAULTS. Except as set forth in the Silicon

Schedules, to the best of Silicon's knowledge and belief, Silicon is not in

default in any material respect under the terms of any outstanding contract,

agreement, lease or other commitment which is material to the business,

operations, properties, assets or condition of Silicon, and there is no event of

default in any material respect under any such contract, agreement, lease or

other commitment in respect of which Silicon has not taken adequate steps to

prevent such a default from occurring.

SECTION 1.13 NO CONFLICT WITH OTHER INSTRUMENTS. The execution of this

Agreement and the consummation of the transactions contemplated by this

Agreement will not result in the breach of any term or provision of, or

constitute an event of default under, any material indenture, mortgage, deed of

trust or other material contract, agreement or instrument to which Silicon is a

party or to which any of its properties or operations are subject.

SECTION 1.14 GOVERNMENTAL AUTHORIZATIONS. To the best of Silicon's

knowledge and except as provided herein or in the Silicon Schedules, Silicon has

all licenses, franchises, permits or other governmental authoriza tions legally

required to enable Silicon to conduct its business in all material respects as

conducted on the date hereof. Except for compliance with federal and state

securities and corporation laws, as hereinafter provided, no authorization,

approval, consent or order of, or registration, declaration or filing with, any

court or other governmental body is required in connection with the execution

and delivery by Silicon of this Agreement and the consummation by Silicon of the

transactions contemplated hereby.

SECTION 1.15 COMPLIANCE WITH LAWS AND REGULATIONS. To the best of Silicon's

knowledge, except as disclosed in the Silicon Schedules, Silicon has complied

with all applicable statutes and regulations of any federal, state or other

governmental entity or agency thereof, except to the extent that noncompliance

would not materially and adversely affect the business, operations, properties,

assets or condition of Silicon or would not result in Silicon's incurring any

material liability.

SECTION 1.16 INSURANCE. Except as disclosed on Schedule 1.16, Silicon has

no insurable properties and no insurance policies will be in effect at the

Closing Date, as hereinafter defined.

SECTION 1.17 APPROVAL OF AGREEMENT. The board of directors of Silicon has

authorized the execution and delivery of this Agreement by Silicon and has

approved the transactions contemplated hereby. The majority of Silicon's

shareholders approved the transactions contemplated hereby by the written

consent action.

SECTION 1.18 MATERIAL TRANSACTIONS OR AFFILIATIONS. Except as disclosed

herein and in the Silicon Schedules, there exists no material contract,

agreement or arrangement between Silicon and any predecessor and any person who

was at the time of such contract, agreement or arrangement an officer, director

or person owning of record, or known by Silicon to own beneficially, ten percent

(10%) or more of the issued and outstanding Silicon Common Shares and which is

to be performed in whole or in part after the date hereof. In all of such

transactions, the amount paid or received, whether in cash, in services or in

kind, has been during the full term thereof, and is required to be during the

unexpired portion of the term thereof, no less favorable to Silicon than terms

available from otherwise unrelated parties in arms length transactions. There

are no commitments by Silicon, whether written or oral, to lend any funds to,

borrow any money from or enter into any other material transactions with, any

such affiliated person.

SECTION 1.19 LABOR RELATIONS. Silicon has never had a work stoppage

resulting from labor problems. To the best knowledge of Silicon, no union or

other collective bargaining organization is organizing or attempting to organize

any employee of Silicon.

SECTION 1.20 PREVIOUS SALES AND ISSUANCE OF SECURITIES. Since inception,

Silicon has issued Silicon Common Shares in reliance upon applicable exemptions

from the registration requirements under the laws of the jurisdiction of

Illinois and other applicable state and federal securities laws, to the

shareholders listed on Schedule I. The shares of Silicon Common Stock issued to

the Silicon Shareholders are legally issued, fully paid and nonassessable and

are not issued in violation of the preemptive or other rights of any person.

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SECTION 1.21 REORGANIZATION RELATED REPRESENTATIONS.

(a) following the Effective Date, Silicon will continue its

historic business or use a significant portion of its historic

business assets in its business;

(b) Silicon is not an investment company as defined in section

368(a)(2)(F)(iii) and (iv) of IRC;

11 or similar case within the meaning of Section 368(a)(3)(A) of the

IRC.

SECTION 1.22 SILICON SCHEDULES. Upon execution hereof, Silicon will deliver

to Voyager the following schedules, which are collectively referred to as the

"Silicon Schedules" and which consist of separate schedules dated as of the date

of this Agreement and instruments and data as of such date, complete, true and

correct in all material respects:

(a) copies of the articles of incorporation, bylaws and all

minutes of shareholders' and directors' meetings of Silicon;

(b) the financial information of Silicon referenced hereinabove

in Section 1.5;

Silicon, together with the number of shares owned by them;

(d) the Silicon Business Plan which includes, among other

matters, information concerning all of Silicon's material licenses,

permits and other governmental authorizations, requests or

applications therefor, pursuant to which Silicon carries on or

proposes to carry on its business (except those which in the

aggregate, are immaterial to the present or proposed business of

Silicon), as well as a description of any material adverse change in

the business operations, property, inventory, assets or condition of

Silicon since the most recent Silicon balance sheet required to be

provided pursuant to Section 1.7; and

Silicon shall cause the Silicon Schedules and the instruments and data

delivered to Voyager hereunder to be updated after the date hereof up to and

including the Closing Date, as hereinafter defined.

SECTION 1.23 TAXES. Silicon has complied with applicable tax filing

requirements, if any.

SECTION 1.24 ADDITIONAL INFORMATION AVAILABLE. Silicon will make available

to Voyager the opportunity to ask questions and receive answers concerning

acquisition of Silicon shares in this transaction, and to obtain any additional

information related thereto which Silicon possesses or can acquire without

unreasonable effort or expense.

SECTION 1.25 LIMITATION ON LIABILITY. Notwithstanding anything to the

contrary contained in this Agreement, Silicon shall not have any liability for

any misrepresentation or breach of any representation or warranty contained in

this Article I, if Voyager has actual knowledge of such misrepresentation or

breach.

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ARTICLE II

REPRESENTATIONS, COVENANTS AND WARRANTIES

OF VOYAGER

As an inducement to, and to obtain the reliance of Silicon, Voyager

represents and warrants as follows:

SECTION 2.1 ORGANIZATION. Voyager is a corporation duly organized, validly

existing and in good standing under the laws of the state of Nevada and has the

corporate power and is duly authorized, qualified, franchised and licensed under

all applicable laws, regulations, ordinances and orders of public authorities to

own all of its properties and assets and to carry on its business in all

material respects as it is now being conducted, including qualification to do

business as a foreign corporation in the states in which the character and

location of the assets owned by it or the nature of the business transacted by

it requires qualification. Included in the Voyager Schedules (as hereinafter

defined) are complete and correct copies of the articles of incorporation,

amended articles of incorporation (collectively, hereinafter referred to as the

"articles of incorporation"), bylaws of Voyager as in effect on the date hereof

and a certificate of Good Standing. The execution and delivery of this Agreement

does not and the consummation of the transactions contemplated by this Agreement

in accordance with the terms hereof will not, violate any provision of Voyager's

articles of incorporation or bylaws. Voyager has taken all action required by

law, its articles of incorporation, its bylaws or otherwise to authorize the

execution and delivery of this Agreement. Voyager has full power, authority and

legal right and has taken all action required by law, its articles of

incorporation, bylaws or otherwise to consummate the transactions herein

contemplate.

SECTION 2.2 CAPITALIZATION. The authorized capitalization of Voyager

consists of 10 million shares of Common Stock, par value $0.0001 per share, of

which 777,600 shares are issued and outstanding, and 5 million shares of

Preferred Stock, $0.0001 par value, of which no shares are issued nor

outstanding. All issued and outstanding shares are legally issued, fully paid

and nonassessable and are not issued in violation of the preemptive or other

rights of any person. Except as may be disclosed in Voyager Schedules, Voyager

has no other securities, warrants or options authorized or issued.

SECTION 2.3 SUBSIDIARIES. At the Closing, other than as disclosed herein,

Voyager shall own no securities or have any interest in any corporation,

partnership, or other form of business organization, including its current

subsidiaries.

SECTION 2.4 FINANCIAL STATEMENTS.

(a) Attached hereto as Schedule 2.4 are audited financial

statements for the years ended December 31, 2001 and December 31,

2002, and unaudited financial statements for the nine months period

ended September 30, 2003 together with the related footnotes and

report thereon of the auditors rendering such reports (the "Voyager

Financial Statements"). The Voyager Financial Statements are correct

and complete in all respects and fairly present, in accordance with

generally accepted accounting principles ("GAAP"), consistently

applied, the consolidated financial position of Voyager as of such

dates and the results of operations and changes in financial position

for such periods all in accordance with GAAP. The Voyager Financial

Statements comply with the requirements of Regulation S-X of the

Securities and Exchange Commission and the provisions of the

Securities Act of 1933 (the "1933 Act") and will be suitable for

inclusion in any subsequent filing with any state or federal

regulatory agency under the Securities Exchange Act of 1934 (the "1934

Act"). As of the date of this Agreement, Voyager does not have any

source of revenues. Accordingly, Voyager's independent public

accountant, issued an opinion in its Independent Auditor's Report for

the fiscal year ended December 31, 2002 questioning the ability of

Voyager to continue as a going concern. AN INVESTMENT IN VOYAGER

SHARES INVOLVES A HIGH DEGREE OF RISK. SILICON SHAREHOLDERS SHOULD

REVIEW AND CAREFULLY CONSIDER THE DISCLOSURE MATERIALS ATTACHED HERETO

AS EXHIBIT "A", INCLUDING THE RISK FACTORS CONTAINED THEREIN, PRIOR TO

EXECUTING THIS AGREEMENT;

<PAGE>

(b) The books and records, financial and others, of Voyager are

in all material respects complete and correct and have been maintained

in accordance with good business accounting practices;

federal, state, county, local or other taxes, current or accrued

(including any deficiencies, interest or penalties);

(d) Voyager has filed or will file prior to the Closing all

state, federal and local income tax returns, including extensions of

such tax returns, if any, required to be filed by it from inception to

the date hereof, if any;

(e) except as and to the extent disclosed herein and the Voyager

Schedules, Voyager has no material contingent liabilities, direct or

indirect, matured or unmatured.

SECTION 2.5 INFORMATION. The information concerning Voyager as set forth in

this Agreement and in the Voyager Schedules, to the best of Voyager's knowledge,

is complete and accurate in all material respects and does not contain any

untrue statement of a material fact or omit to state a material fact required to

make the statements made, in light of the circumstances under which they were

made, not misleading.

SECTION 2.6 OPTIONS AND WARRANTS. Except as May otherwise be disclosed

herein on Schedule 2.6, there are no existing options, warrants, calls or

commitments of any character to which Voyager is a party and by which it is

bound.

SECTION 2.7 ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as described

herein or in the Voyager Schedules, since September 30, 2003:

(a) there has not been: (i) any material adverse change in the

business, operations, properties, assets or condition of Voyager; or

(ii) any damage, destruction or loss to Voyager (whether or not

covered by insurance) materially and adversely affecting the business,

operations, properties, assets or condition of Voyager;

(b) Voyager has not: (i) amended its articles of incorporation or

bylaws; (ii) declared or made, or agreed to declare or make, any

payment of dividends or distributions of any assets of any kind

whatsoever to stockholders or purchased or redeemed or agreed to

purchase or redeem any of its capital stock; (iii) waived any rights

of value which in the aggregate are extraordinary or material

considering the business of Voyager; (iv) made any material change in