LOAN AND SECURITY AGREEMENT
THIS AGREEMENT (this "Agreement") is made and entered this 15th day of November 2002 by and between
VOYAGER ENTERTAINMENT NTERNATIONAL, INC., a North Dakota corporation ("Borrower"),
VOYAGER VENTURES, INC., a Nevada corporation and wholly owned subsidiary of Borrower ("VVI") and
DAN FUGAL, an individual ("Lender"), sometimes hereinafter referred to individually as a "Party" or collectively
as the "Parties."
R E C I T A L S
WHEREAS, Borrower has entered into various financing arrangements with Residential Resources Financial
Services, Inc. ("RRI") to provide $100 million in bond/security financing (the "Development Financing") for
development of a mixed-use entertainment complex located in Las Vegas, Nevada (the "Project");
WHEREAS, as part of the Development Financing with RRI, Borrower has committed to pay for certain
itemized costs to enable RRI to have the bond/security offering credit enhanced to a "AAA" credit rating (the
WHEREAS, Borrower has requested an extension of credit from Lender for the use and benefit of Borrower for
the Credit Enhancement and other components of the Project, to be secured by certain personal property and
other assets of VVI; and
WHEREAS, Lender is willing to make available to Borrower a credit facility in the form of a line of credit,
subject and pursuant to all of the covenants, conditions and provisions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the extension of credit by Lender to
Borrower and other consideration, the parties agree as follows:
1. Line of Credit.
1.1. Lender will make loans to Borrower hereunder from time to time (the "Line of Credit"). The aggregate
unpaid principal of the Line of Credit outstanding at any one time will not exceed TWO MILLION FIVE
HUNDRED THOUSAND DOLLARS AND NO CENTS (U.S. $2,500,000.00).
1.2. The Line of Credit will be evidenced by a REVOLVING PROMISSORY NOTE (the "Note"), a copy of
which is attached here