EXHIBIT 10.9


                              ASSIGNMENT AGREEMENT
                              --------------------

KNOW ALL MEN BY THESE PRESENTS, that on this 15th day of December, 2004, CORNELL
CAPITAL PARTNERS, LP (the "Assignor") does hereby agree to the following for and
in consideration of the sum of $325,000 and other good and valuable
consideration received from the persons listed on Exhibit "A" hereto
(collectively, the "Assignee"):

     1. DEBENTURES. Assignor is the legal and beneficial owner of that certain
Secured Debenture dated as of May 14, 2004 in the original principal amount of
$400,000, that certain Secured Debenture dated as of August 26, 2004 in the
original principal amount of $125,000 and that certain Secured Debenture dated
as of November 22, 2004 in the original principal amount of $125,000
(collectively, the "Debentures"), in each case given by Voyager One, Inc. (the
"Company") to the Assignor. The Assignor hereby absolutely, irrevocably and
unconditionally sells, assigns, conveys, contributes and transfers to the
Assignees the right to collect from the Company the amounts set forth opposite
each Assignee's name on Exhibit "A," plus accrued but unpaid penalties and
interest under the Debentures (pro rata based on the amounts assigned). This
assignment is made free and clear of any and all claims, liens, demands,
restrictions or. encumbrances of any kind whatsoever.

     2. REPRESENTATIONS AND WARRANTEES. The Assignor hereby represents and
warrants to and covenants with each Assignee that the Assignor has full right
and authority to enter into and perform their obligations under this Assignment.

     3. ADDITIONAL DOCUMENTS. The Assignor agrees to execute any and a11 other
documents which are, in the opinion of any Assignee or its counsel, necessary to
carry out the terms and conditions of this Assignment.

     4. EFFECTIVE DATE AND COUNTERPART SIGNATURE. This Assignment Agreement
shall be effective as of the date first written above. This Assignment
Agreement, and acceptance of same, may be executed in one or more counterparts,
each of which shall be deemed an original, but a11 of which together shall
constitute one and the same instrument. Confirmation of execution by telex or by
telecopy or telefax of a facsimile signature page shall be binding upon that
party so confirming.

     IN WITNESS WHEREOF, the Assignor has executed this Assignment Agreement on
the day and year firm above written.


                                   THE ASSIGNOR:
                                   -------------
                                   CORNELL CAPITAL PARTNERS, LP
                                   By: Yorkville Advisors, LP
                                   Its: General Partner

                                   By: /S/ Mark Angelo
                                       --------------------------
                                   Name: Mark Angelo
                                   Its: President



                            ACCEPTANCE OF ASSIGNMENT
                            ------------------------

The undersigned, being the Assignees set forth above, does hereby acknowledge
and accept the foregoing Assignment on the 15th day of December, 2004.

                                            ASSIGNEE:


                                            /S/ Mike Meller
                                            ---------------------------
                                            Name:




                                     CONSENT
                                     -------

Voyager One, Inc. hereby consents to the assignment of the Debentures from the
Assignor to the Assignees.

                                          Voyager One, Inc.


                                          By: /S/ Sebastien C. DuFort
                                             ----------------------------
                                          Name:
                                          Its: President




                                   EXHIBIT "A"
                                   -----------


                                           ORIGINAL PRINCIPAL
   ASSIGNEE NAME:           DEBENTURE       AMOUNT ASSIGNED:     PURCHASE PRICE:
   --------------           ---------       ----------------     ---------------
Trey Industries, Inc       May 20, 2004         $200,000             $200,000

Trey Industries, Inc     August 27, 2004         $62,500              $62,500

Trey Industries, Inc    November 22, 2004        $62,500              $62,500


       TOTAL                                    $325,000             $325,000