
<PAGE>   1
                                                                     EXHIBIT 4.1




                        UNANIMOUS WRITTEN CONSENT OF THE
                               BOARD OF DIRECTORS

                         OF NEXT GENERATION MEDIA CORP.

                  The undersigned, being all the members of the Board of
Directors (the "Board of Directors") of NEXT GENERATION MEDIA CORP., a Nevada
corporation (the "Corporation"), pursuant to Sections 78.315, 78.390 and 78.403
of the General Corporation Law of the State of Nevada (the "NGCL"), do hereby
take the following actions as of April 17, 1998, by unanimous written consent in
lieu of a special meeting and do hereby consent that the resolutions set forth
below shall be deemed to have been adopted to the same extent and to have the
same force and effect as if adopted at a formal meeting of the Board of
Directors of the Corporation, duly called and held for the purpose of acting
upon proposals to adopt such resolutions. Each of the undersigned does hereby
waive all formal requirements, including the necessity of holding a formal
meeting and any requirements that notice of such meeting be given.

                  The following resolutions are hereby adopted:

         WHEREAS, the undersigned constitute all of the members of the Board of
         Directors of the Company, and the Bylaws of the Company and the
         corporation laws of the State of Nevada permit actions without a
         meeting of the directors if all of the members of the Board of
         Directors consent to such actions in writing;

         WHEREAS, the Board of Directors has determined that it is in the best
         interests of the Corporation to purchase all of the outstanding shares
         of capital stock of United Marketing Solutions Inc., a Virginia
         corporation ("UMSI"), and as the sole shareholder of United Merger
         Company Inc. ("Newco"), for the Corporation and Newco to engage in
         certain transactions in connection with the merger of Newco into UMSI
         (the "Merger") with the result that UMSI will become a wholly owned
         subsidiary of the Corporation and, in connection with and to facilitate
         the Merger, the Board of Directors has determined that it is in the
         best interests of the Corporation to engage in certain other
         transactions including a purchase of the Series C Preferred Shares and
         subordinated debt of UNICO, Inc., a Delaware corporation ("Unico") and
         the sale of certain shares of the Corporation for cash and securities
         to Gerard R. Bernier, Gerald Bomstad, Jr., Leon Zajdel and T.C. Capital
         Ltd., a Bahamian corporation (collectively, with the Merger, the
         "Transactions"); and

         WHEREAS, there have been presented to the Board of Directors drafts of
         various documents related to the Transactions (the "Transaction
         Documents"), including, among others:



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                  1.       Letter agreement among Renaissance Capital Partners,
                           Ltd., the Duncan Smith Company and the Corporation
                           for the purchase by the Corporation of Series C
                           Preferred Shares and subordinated debt of Unico dated
                           March 18, 1998 (attached hereto as Exhibit A);

                  2.       a draft of the Stock Purchase Agreement and Agreement
                           of Merger among Unico, UMSI, Newco and the
                           Corporation for the purchase by the Corporation of
                           the common stock of UMSI held by Unico (attached
                           hereto as Exhibit B); and

                  3.       a draft of the Stock Purchase Agreement between T.C.
                           Capital Ltd., a Bahamian corporation ("T.C. Capital")
                           for the sale of shares of certain newly issued
                           securities of the Corporation (attached hereto as
                           Exhibit C); and

         WHEREAS, for purposes of carrying out these Resolutions, the Board of
         Directors has approved and recommended to the shareholders of the
         Corporation an amendment to the Articles of Incorporation of the
         Corporation to provide for the creation of two series of a new class of
         shares in the Corporation; and

         WHEREAS, in connection with the Transactions and Transaction Documents,
         it is deemed to be in the best interests of the Corporation (a) to
         reserve shares of the common stock (par value $0.01 per share) of the
         Corporation for the issuance upon the consummation of the Transactions
         to holders of common stock of Unico, upon the merger of Newco into UMSI
         and (b) to authorize and issue two series of a new class of stock of
         the Corporation as contemplated by the Transaction Documents;

                             TRANSACTION RESOLUTIONS

         NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors finds that
         it is advisable and in the best interests of the Corporation to enter
         into the Transactions; and

         BE IT FURTHER RESOLVED, each of the Transaction Documents is hereby
         approved in the form presented, together with all such changes,
         additions and deletions as to any or all of the terms thereof as any
         officer executing any such agreements or instruments may deem necessary
         or desirable, such execution by such officer to be conclusive evidence
         that he deems all of the terms and provisions thereof to be necessary
         and advisable; and

         BE IT FURTHER RESOLVED, that each officer, or any of them,


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         is authorized to execute, in the name and on behalf of the Corporation
         (and, if required, under the Corporation's corporate seal), as the case
         may be, and deliver any other agreements, certificates, instruments or
         documents such officer deems necessary, advisable or proper in
         connection with or pursuant to the Transaction Documents; and

         BE IT FURTHER RESOLVED, that each officer, or any of them, is
         authorized to attest the signature of any officer executing on behalf
         of the Corporation any Transaction Documents and any other agreement,
         certificate or instrument related thereto, and is further authorized to
         affix the corporate seal thereto; and

         BE IT FURTHER RESOLVED, that each and every officer of the Corporation,
         or any of them, is authorized to take any action necessary to pay any
         expenses incurred by the Corporation in connection with the execution
         and delivery of or performance under any of the Transaction Documents
         or any other agreement, instrument or document executed in connection
         therewith or pursuant thereto; and

         BE IT FURTHER RESOLVED, that each and every officer of the Corporation,
         or any of them, is authorized to take such action from time to time on
         behalf of the Corporation as he or she may deem necessary, advisable or
         proper in order to carry out and perform the obligations of the
         Corporation under the Transaction Documents executed by the Corporation
         pursuant to these resolutions and under any other agreements, documents
         or instruments executed and delivered on behalf of the Corporation
         pursuant thereto and in connection therewith, and is further authorized
         to take such action from time to time on behalf of the Corporation as
         he or she may deem necessary, advisable or proper in order to
         facilitate the Transactions contemplated thereby; and

         BE IT FURTHER RESOLVED, that each officer, or any of them, be and
         hereby is authorized to certify to any parties to Transaction Documents
         or other agreements, documents or instruments executed pursuant to
         these resolutions a copy of these resolutions and the names and
         signatures of the Corporation's officers and employees hereby
         authorized to act in the premises, and such parties are hereby
         authorized to rely upon such certificate until formally advised by a
         like certificate of any change therein, and are hereby authorized to
         rely on any such additional certificates; and

         BE IT FURTHER RESOLVED, that all the actions of the officers and
         directors of the Corporation to date in connection with the Transaction
         Documents be, and they hereby are, ratified, approved and confirmed.



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                          RESERVATION OF CAPITAL STOCK

         NOW, THEREFORE, BE IT RESOLVED, that the Corporation shall reserve
         220,000 shares of its common stock (par value $0.01) for issuance to
         the Unico shareholders upon consummation of the Merger as provided for
         in the Transaction Documents;

         BE IT FURTHER RESOLVED, that the President and Secretary of the
         Corporation are authorized and empowered to issue and sell shares of
         common stock (par value $0.01) of this Corporation to such persons in
         the amounts and for the consideration set forth in the Transaction
         Documents;

         BE IT FURTHER RESOLVED, that the shares of common stock issued and sold
         by the Corporation pursuant to the foregoing resolution shall be
         evidenced by certificates that shall have placed prominently thereon
         all legends required by federal law, Nevada law, the Certificate of
         Incorporation and/or the Bylaws;

         BE IT FURTHER RESOLVED, that each share of common stock issued and sold
         by the Corporation pursuant to the foregoing resolution, when the full
         purchase price therefor shall have been received by the Corporation,
         shall be a duly and validly issued, fully paid and nonassessable share,
         and the consideration received therefor shall be credited to the
         appropriate capital accounts of the Corporation; and

         BE IT FURTHER RESOLVED, that the President and Secretary of the
         Corporation are authorized, directed and empowered on behalf of the
         Corporation and in its name to execute any applications, certificates,
         agreements, or any other instruments or documents or amendments or
         supplements thereto, or to do and to cause to be done any and all other
         acts and things as such officers may in their discretion deem necessary
         or appropriate to carry out the purposes of the foregoing resolution.

                       RECOMMENDATION TO THE SHAREHOLDERS
                     FOR AUTHORIZATION OF NEW CLASS OF STOCK

         BE IT FURTHER RESOLVED, that the Board of Directors recommends to the
         shareholders of the Corporation to amend Article IV of the Certificate
         of Restated Articles of Incorporation as follows:

                                    "The corporation is authorized to issue
                  50,000,000 shares of $0.01 par value common stock ("Common
                  Stock") and 1,000,000 shares of $0.001 par value preferred
                  stock ("Preferred Stock"). The Preferred Stock shall have such
                  designations, series, amounts, powers, preferences and
                  relative,


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                  participating, optional and other special rights and
                  qualifications, limitations and restrictions as shall be fixed
                  by the Board of Directors in its discretion."



         BE IT FURTHER RESOLVED, that the Preferred Stock shall be divided into
         two series, and the designations, amounts, powers, preferences and
         relative, participating, optional and other special rights and
         qualifications, limitations and restrictions thereof are hereby fixed
         as follows:



                 Callable Cumulative Convertible Preferred Stock

         1. DESIGNATION: The series of Preferred stock, the issuance of which is
hereby authorized, shall comprise 500,000 shares the distinctive serial
designation of which shall be "Preferred Stock, Series A", which is sometimes
referred to herein as "Callable Cumulative Convertible Preferred Stock." Each
share of Series A Preferred Stock shall be identical in all respects with all
other shares of Series A Preferred Stock. The number of shares of Series A
Preferred Stock that are purchased or otherwise acquired by the Corporation or
converted into Common Stock shall be canceled and shall revert to authorized but
unissued shares of Preferred Stock undesignated as to series.

         2. DIVIDENDS: Each holder of record of a share or shares of Series A
Preferred Stock (a "Holder") of Series A Preferred Stock shall be entitled to
receive, prior to the payment of any dividends on the Common Stock, a cumulative
dividend of $0.30 per share per annum for the first six months and $0.50 per
share per annum thereafter. Dividends will accrue and not be payable until
eighteen months following the date of issue. Dividends will be payable provided
that the indebtedness of the Corporation to BancFirst, an Oklahoma banking
corporation ("BancFirst") is current, in accordance with the terms of the
Corporation's financing agreement with BancFirst. Dividends shall be payable
beginning eighteen months after the date of issue and on each anniversary
thereafter (each such date, a "Dividend Payment Date") by the Corporation.
Dividends payable in cash shall be paid by check to the addresses for the
respective Holders on the stock ledger of the Corporation or as designated by
the respective Holders in written notices given to the Corporation at least two
business days prior to the payment date or by such other means as may be agreed
to by the Corporation and the respective Holders. The Corporation will cause
written notice of each Dividend on the Series A Preferred Stock to be given to
each Holder within five business days after it is determined by the Board of
Directors.

         3. VOTING RIGHTS: Except as otherwise required by law and as provided
herein, the Holders of the Series A Preferred Stock


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shall be entitled to vote on equal terms with the holders of the Common Stock as
a single class of the Corporation, that is one vote per share of Series A
Preferred Stock. Notwithstanding the foregoing, the Holders of the Series A
Preferred Stock, as a class, shall alone be entitled to vote for the election of
one director of the Corporation's Board of Directors for the first nine months
from the date of issue and shall be entitled to vote for the election of two
directors of the Corporation's Board of Directors following nine months from the
date of issue.

         In the event that the Corporation proposes to engage in a sale of
substantially all of its assets, merge with or into another corporation, change
its primary lines of business (those businesses being the direct mail marketing
business and community newspaper business), incur more than $5,000,000 in
indebtedness or acquire property valued in excess of $5,000,000 and not in the
ordinary course of business, such transaction must be approved in advance by at
least a majority of the Series A Preferred Stock issued and outstanding at the
time of such vote in addition to any other requirements for the Corporation to
take such action.

         4. LIQUIDATION PREFERENCE: In the event of any voluntary of involuntary
liquidation, dissolution or winding up of the affairs of the Corporation, the
Holders of the Series A Preferred Stock then outstanding shall be entitled, for
each share of Series A Preferred Stock, to be paid out of assets of the
Corporation available for distribution to its stockholders $5.00 (such amount
payable being adjusted appropriately to reflect any stock split, stock
dividend,, reverse stock split, or any transaction with comparable effect on the
capital stock of the Corporation) (the "Liquidation Preference"). This
entitlement of the Holders of the Series A Preferred Stock, to the extent equal
to $5.00 for each share of Series A Preferred Stock, shall be satisfied before
any similar payment shall be made or any assets distributed to the holders of
the Common Stock or any other security junior in rank to the Series A Preferred
Stock as to distribution of assets upon such dissolution, liquidation or winding
up and otherwise shall be satisfied on a pari passu basis with the holders of
the Common Stock. If the assets of the Corporation are not sufficient to pay in
full the liquidation payments payable to all of the Holders of the outstanding
share of Series A Preferred Stock, the Holders of all such shares shall share
ratably in such distribution of assets in accordance to the liquidation
preference to which they are entitled. For the purposes of this section, neither
the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all of the property
or assets of the Corporation nor the consolidation or merger of the Corporation
with one or more other corporations shall be deemed to be a liquidation,
dissolution or winding up, voluntary or involuntary, unless such voluntary sale,
conveyance, exchange or transfer shall be in connection with a dissolution or
winding up of the business of the Corporation.



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         5. RESTRICTIONS ON TRANSFER: The shares of Series A Preferred Stock are
unregistered securities. Therefore, the following restrictions apply to their
transfer:

         THE SHARES OF SERIES A PREFERRED STOCK HAVE NOT BEEN REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT") NOR QUALIFIED UNDER
         THE SECURITIES LAWS OF ANY STATES, AND HAVE BEEN ISSUED IN RELIANCE
         UPON EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION FOR NONPUBLIC
         OFFERINGS. ACCORDINGLY, THE SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR
         OTHER DISPOSITION OF ANY SUCH SECURITIES OR ANY INTEREST THEREIN MAY
         NOT BE ACCOMPLISHED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
         STATEMENT UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE
         SECURITIES LAWS, OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY IN
         FORM AND SUBSTANCE TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION
         AND QUALIFICATION ARE NOT REQUIRED.

         6. CONVERSION: The shares of Series A Preferred Stock are convertible
into shares of the Common Stock of the Corporation according to the following
provisions:

                  a. The conversion price for shares of the Series A Preferred
                  Stock will be affected by whether or not the Corporation has
                  filed a preliminary Form S-1 (or other applicable registration
                  statement form for an initial public offering) with the
                  Securities and Exchange Commission for an offering of the
                  Corporation's Common Stock (an "IPO") prior to the expiration
                  of six months after the acquisition by the Corporation of 100%
                  of the capital stock of United Marketing Solutions, Inc.
                  ("UMSI") which will result in UMSI becoming a wholly owned
                  subsidiary of the Corporation (the "Merger").

                   b. IPO Before Six Months: The Series A Preferred Stock will
                  be convertible into Common Stock, at the Holder's option,
                  beginning six months after the closing of the Merger at a
                  conversion price which is the lesser of (a) $5.00 and (b) 110%
                  of the price for Common Stock issued in a private placement or
                  IPO (a "Corporation Stock Sale"). For example, if the a
                  Corporation Stock Sale occurs at $6.00 per share, the
                  conversion price used will be $5.00 and the 250,000 shares of
                  Series A Preferred Stock would be convertible into 250,000
                  shares of Common Stock. If a Corporation Stock Sale occurs at
                  $4.50 per share, the conversion price would be $4.95 (110%),
                  and the 250,000 shares of Series A Preferred Stock would be
                  convertible into approximately 252,525 shares of Common Stock.

                  c. No IPO Before Six Months: The Series A Preferred Stock will
                  be convertible into Common Stock at a conversion price which
                  is the lesser of (a) $4.50 and (b) 110% of the price for the
                  stock in a Corporation


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                  Stock Sale. For example, if a Corporation Stock Sale occurs at
                  $5.00 per share of Common Stock, the conversion price used
                  will be $4.50 and the 250,000 shares of Series A Preferred
                  Stock would be convertible into approximately 277,778 shares
                  of Common Stock. If a Corporation Stock Sale occurs at $3.00
                  per share, the conversion price would be $3.30 (110%), and the
                  250,000 shares of Series A Preferred Stock would be
                  convertible into approximately 378,789 shares of Common Stock.

                  d. The conversion price for shares of Series A Preferred Stock
                  is subject to adjustment in the event of a stock split, stock
                  combination or similar adjustment in the number of shares of
                  Common Stock outstanding. All shares of Common Stock issued
                  upon conversion of any shares of Series A Preferred Stock
                  shall be fully paid and nonassessable.

                  e. Any Holder of Series A Preferred Stock desiring to convert
                  any or all such shares into Common Stock shall so indicate in
                  writing to the Corporation. The Corporation shall, within
                  three business days after receipt of such written exercise,
                  cause to be issued and delivered, to such Holder a
                  certificate(s) representing the number of full shares (rounded
                  to the nearest whole number) of Common Stock to which such
                  Holder shall be entitled pursuant to the then-applicable
                  conversion price. Such conversion shall be deemed to have been
                  made on the date of receipt of such written notice from such
                  Holder, and such Holder shall be treated for all purposes as
                  the record holder of such Common Stock on such date and
                  thereafter.

         7. SECURITIES CERTIFICATES: Shares of the Series A Preferred Stock
shall be certificated securities, and the transfer agent shall maintain the
stock ledger containing the names of the Holders and the amounts of such
Holders' shares of Series A Preferred Stock. Upon written request to the
Corporation, the Corporation shall forward to any Holder a copy of the page of
the Corporation's stock ledger indicating such Holder's amount of Series A
Preferred Stock recorded therein. The Corporation shall transmit to each Holder
of Series A Preferred Stock upon issuance of such stock certificate a statement
containing the terms herein. Each certificate shall bear a legend in the form of
the legend in paragraph 5 herein. No transfer of Series A Preferred Stock shall
be recorded in the stock ledger of the Corporation in violation of the
restrictions stated on such stock certificate.

         8. REDEMPTION/CORPORATION'S RIGHT TO CALL: The Series A Preferred Stock
will be redeemable, in whole or in part, at the sole option of the Corporation
at any time. Upon a call in writing by the Corporation mailed to the Holders
(the date of such mailing, the "Call Date"), Holders of Series A Preferred


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Stock will have twenty (20) days to elect to convert their Series A Preferred
Stock into Common Stock. Following twenty-three (23) days after the Call Date,
the Corporation may redeem such Series A Preferred Stock and forward to the
Holder the redemption price, calculated as follows. If the Series A Preferred
Stock is called within the first six months after the Merger, such shares will
have a redemption price of $5.00 per share plus all accrued but unpaid dividends
up through the date ten days following the Call Date. If the Series A Preferred
Stock is called more than six months after the Merger, the redemption price will
be $6.00 per share plus all accrued but unpaid dividends up through the date ten
days following the Call Date.

         9. REDEMPTION/HOLDER'S RIGHT TO PUT: The Series A Preferred Stock will
be redeemable, at the sole option of the Holder, five years from their date of
issuance at a price of $6.00 per share plus all accrued but unpaid dividends
upon written notice by the Holder to the Corporation.

                Redeemable Cumulative Convertible Preferred Stock

         1. DESIGNATION: The series of Preferred stock, the issuance of which is
hereby authorized, shall comprise 500,000 shares the distinctive serial
designation of which shall be "Preferred Stock, Series B", which is sometimes
referred to herein as "Redeemable Cumulative Convertible Preferred Stock." Each
share of Series B Preferred Stock shall be identical in all respects with all
other shares of Series B Preferred Stock. The number of shares of Series B
Preferred Stock that are purchased or otherwise acquired by the Corporation or
converted into Common Stock shall be canceled and shall revert to authorized but
unissued shares of Preferred Stock undesignated as to series.

         2. DIVIDENDS: Each holder of record of a share or shares of Series B
Preferred Stock (a "Holder") of Series B Preferred Stock shall be entitled to
receive, prior to the payment of any dividends on the Common Stock, a cumulative
dividend of $0.50 per share per annum. Dividends will accrue and shall only be
payable upon redemption of the Series B Preferred Stock. Dividends will be
payable provided that the indebtedness of the Corporation to BancFirst is
current, in accordance with the terms of the Corporation's financing agreement
with BancFirst. Dividends payable in cash shall be paid by check to the
addresses for the respective Holders on the stock ledger of the Corporation or
as designated by the respective Holders in written notices given to the
Corporation at least two business days prior to the payment date or by such
other means as may be agreed to by the Corporation and the respective Holders.
The Corporation will cause written notice of each Dividend on the Series B
Preferred Stock to be given to each Holder within five business days after it is
determined by the Board of Directors.

         3. VOTING RIGHTS: Except as otherwise required by law and as provided
herein, the Holders of the Series B Preferred Stock


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shall be entitled to vote on equal terms with the holders of the Common Stock as
a single class of the Corporation, that is one vote per share of Series B
Preferred Stock.

         4. LIQUIDATION PREFERENCE: In the event of any voluntary of involuntary
liquidation, dissolution or winding up of the affairs of the Corporation, the
Holders of the Series B Preferred Stock then outstanding shall be entitled, for
each share of Series B Preferred Stock, to be paid out of assets of the
Corporation available for distribution to its stockholders $5.00 (such amount
payable being adjusted appropriately to reflect any stock split, stock
dividend,, reverse stock split, or any transaction with comparable effect on the
capital stock of the Corporation) (the "Liquidation Preference"). This
entitlement of the Holders of the Series B Preferred Stock, to the extent equal
to $5.00 for each share of Series B Preferred Stock, shall be satisfied before
any similar payment shall be made or any assets distributed to the holders of
the Common Stock or any other security junior in rank to the Series B Preferred
Stock as to distribution of assets upon such dissolution, liquidation or winding
up and otherwise shall be satisfied on a pari passu basis with the holders of
the Common Stock. If the assets of the Corporation are not sufficient to pay in
full the liquidation payments payable to all of the Holders of the outstanding
share of Series B Preferred Stock, the Holders of all such shares shall share
ratably in such distribution of assets in accordance to the liquidation
preference to which they are entitled. For the purposes of this section, neither
the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all of the property
or assets of the Corporation nor the consolidation or merger of the Corporation
with one or more other corporations shall be deemed to be a liquidation,
dissolution or winding up, voluntary or involuntary, unless such voluntary sale,
conveyance, exchange or transfer shall be in connection with a dissolution or
winding up of the business of the Corporation.

         5. RESTRICTIONS ON TRANSFER: The shares of Series B Preferred Stock are
unregistered securities. Therefore, the following restrictions apply to their
transfer:

         THE SHARES OF SERIES B PREFERRED STOCK HAVE NOT BEEN REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT") NOR QUALIFIED UNDER
         THE SECURITIES LAWS OF ANY STATES, AND HAVE BEEN ISSUED IN RELIANCE
         UPON EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION FOR NONPUBLIC
         OFFERINGS. ACCORDINGLY, THE SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR
         OTHER DISPOSITION OF ANY SUCH SECURITIES OR ANY INTEREST THEREIN MAY
         NOT BE ACCOMPLISHED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
         STATEMENT UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE
         SECURITIES LAWS, OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY IN
         FORM AND SUBSTANCE TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION
         AND QUALIFICATION ARE NOT REQUIRED.



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         6. CONVERSION: The shares of Series B Preferred Stock are convertible
into shares of the Common Stock of the Corporation according to the following
provisions:

                  a. The conversion price for shares of the Series B Preferred
                  Stock will be affected by whether or not the Corporation has
                  filed a preliminary Form S-1 (or other applicable registration
                  statement form for an initial public offering) with the
                  Securities and Exchange Commission for an offering of the
                  Corporation's Common Stock (an "IPO") prior to the expiration
                  of six months after the acquisition by the Corporation of 100%
                  of the capital stock of United Marketing Solutions, Inc.
                  ("UMSI") which will result in UMSI becoming a wholly owned
                  subsidiary of the Corporation (the "Merger").

                  c. IPO Before Six Months: The Series B Preferred Stock will be
                  convertible into Common Stock, at the Holder's option,
                  beginning six months after the closing of the Merger at a
                  conversion price which is the lesser of (a) $5.00 and (b) 110%
                  of the price for Common Stock issued in a private placement or
                  IPO (a "Corporation Stock Sale"). For example, if the a
                  Corporation Stock Sale occurs at $6.00 per share, the
                  conversion price used will be $5.00 and the 70,000 shares of
                  Series B Preferred Stock would be convertible into 70,000
                  shares of Common Stock. If a Corporation Stock Sale occurs at
                  $4.50 per share, the conversion price would be $4.95 (110%),
                  and the 70,000 shares of Series B Preferred Stock would be
                  convertible into approximately 70,707 shares of Common Stock.

                  d. No IPO Before Six Months: The Series B Preferred Stock will
                  be convertible into Common Stock at a conversion price which
                  is the lesser of (a) $4.50 and (b) 110% of the price for the
                  stock in a Corporation Stock Sale. For example, if a
                  Corporation Stock Sale occurs at $5.00 per share of Common
                  Stock, the conversion price used will be $4.50 and the 70,000
                  shares of Series B Preferred Stock would be convertible into
                  approximately 77,778 shares of Common Stock. If a Corporation
                  Stock Sale occurs at $3.00 per share, the conversion price
                  would be $3.30 (110%), and the 70,000 shares of Series B
                  Preferred Stock would be convertible into approximately
                  106,060 shares of Common Stock.

                  f. The conversion price for shares of Series B Preferred Stock
                  is subject to adjustment in the event of a stock split, stock
                  combination or similar adjustment in the number of shares of
                  Common Stock outstanding. All shares of Common Stock issued
                  upon conversion of any shares of Series B Preferred Stock
                  shall be fully paid and nonassessable.



                                      101
<PAGE>   12
                  g. Any Holder of Series B Preferred Stock desiring to convert
                  any or all such shares into Common Stock shall so indicate in
                  writing to the Corporation. The Corporation shall, within
                  three business days after receipt of such written exercise,
                  cause to be issued and delivered, to such Holder a
                  certificate(s) representing the number of full shares (rounded
                  to the nearest whole number) of Common Stock to which such
                  Holder shall be entitled pursuant to the then-applicable
                  conversion price. Such conversion shall be deemed to have been
                  made on the date of receipt of such written notice from such
                  Holder, and such Holder shall be treated for all purposes as
                  the record holder of such Common Stock on such date and
                  thereafter.

         7. SECURITIES CERTIFICATES: Shares of the Series B Preferred Stock
shall be certificated securities, and the transfer agent shall maintain the
stock ledger containing the names of the Holders and the amounts of such
Holders' shares of Series B Preferred Stock. Upon written request to the
Corporation, the Corporation shall forward to any Holder a copy of the page of
the Corporation's stock ledger indicating such Holder's amount of Series B
Preferred Stock recorded therein. The Corporation shall transmit to each Holder
of Series B Preferred Stock upon issuance of such stock certificate a statement
containing the terms herein. Each certificate shall bear a legend in the form of
the legend in paragraph 5 herein. No transfer of Series B Preferred Stock shall
be recorded in the stock ledger of the Corporation in violation of the
restrictions stated on such stock certificate.

         8. REDEMPTION/CORPORATION'S RIGHT TO CALL: The Series B Preferred Stock
will be redeemable, in whole or in part, at the sole option of the Corporation
at any time. Upon a call in writing by the Corporation mailed to the Holders
(the date of such mailing, the "Call Date"), Holders of Series B Preferred Stock
will have twenty (20) days to elect to convert their Series B Preferred Stock
into Common Stock. Following twenty-three (23) days after the Call Date, the
Corporation may redeem such Series B Preferred Stock and forward to the Holder
the redemption price, calculated as follows. If the Series B Preferred Stock is
called within the first six months after the Merger, such shares will have a
redemption price of $5.00 per share plus all accrued but unpaid dividends up
through the date ten days following the Call Date. If the Series B Preferred
Stock is called more than six months after the Merger, the redemption price will
be $6.00 per share plus all accrued but unpaid dividends up through the date ten
days following the Call Date.

         9. REDEMPTION/HOLDER'S RIGHT TO PUT: The Series B Preferred Stock will
be redeemable, at the sole option of the Holder, at the following time and in
the following amounts: (1) 50% redeemable six months from the date of issue; (2)
25%


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<PAGE>   13
redeemable nine months from the date of issue; (3) 25% redeemable one year from
the date of issue. The redemption price shall be $5.00 per share plus all
accrued but unpaid dividends upon written notice by the Holder to the
Corporation.

                   RESOLUTION REGARDING THE BOARD OF DIRECTORS

         BE IT FURTHER RESOLVED, that the Board of Directors of the Corporation
         shall consist of five directors. The number of directors may be
         increased only upon an affirmative vote of the holders of the Company's
         Series A Preferred Stock at a shareholder meeting of the holders of the
         Series A Preferred Stock called for such purpose.

                       TRANSFER OF STOCK PURCHASE WARRANTS

         BE IT FURTHER RESOLVED, that the President and Secretary of the
         Corporation are authorized and empowered to issue stock purchase
         warrants for purchases of Common Stock to such persons and in such
         amounts as provided for in the Transaction Documents;

         BE IT FURTHER RESOLVED, that the shares of Common Stock issued and sold
         by the Corporation upon exercise of the stock purchase warrants
         authorized pursuant to the foregoing resolution shall be evidenced by
         certificates that shall have placed prominently thereon all legends
         required by federal law, Nevada law, the Certificate of Incorporation
         and/or the Bylaws;

         BE IT FURTHER RESOLVED, that each share of Common Stock issued and sold
         by the Corporation upon exercise of the stock purchase warrants
         authorized pursuant to the foregoing resolution, when the full purchase
         price therefor shall have been received by the Corporation, shall be a
         duly and validly issued, fully paid and nonassessable share, and the
         consideration received therefor shall be credited to the appropriate
         capital accounts of the Corporation;

         BE IT FURTHER RESOLVED, that the stock purchase warrants granted and
         issued by the Corporation pursuant to the foregoing resolution shall be
         evidenced by a warrant certificate in the form attached hereto as
         Exhibit D; and

                          GENERAL AUTHORITY RESOLUTION

         BE IT FURTHER RESOLVED, that the President and Secretary of the
         Corporation are authorized, directed and empowered on behalf of the
         Corporation and in its name to execute any applications, certificates,
         agreements, or any other instruments or documents or amendments or
         supplements thereto, or to do and to cause to be done any and all other
         acts and things as such officers may in their discretion


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<PAGE>   14
         deem necessary or appropriate to carry out the purposes of the
         foregoing resolutions.

         IN WITNESS WHEREOF, the undersigned, being all of the members of the
Board of Directors, have executed this consent as of the day and year first
above written. This consent may be executed by facsimile.

                      [SIGNATURES APPEAR ON THE NEXT PAGE]




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<PAGE>   15
                                        /s/  Lawrence Grimes
                                        --------------------------------------
                                             Lawrence Grimes,
                                             President and Director

                                        /s/  Kenneth Brochin
                                        --------------------------------------
                                             Kenneth Brochin,
                                             Secretary, Treasurer and Director

                                        /s/  David Grossman
                                        --------------------------------------
                                             David Grossman
                                             Director

                                        /s/  Jeffrey Sens
                                        --------------------------------------
                                             Jeffrey Sens
                                             Director

                                        /s/  Joel Sens
                                        --------------------------------------
                                             Joel Sens
                                             Director




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