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                                                                     EXHIBIT 4.1

                             WRITTEN CONSENT OF THE
                   SHAREHOLDERS OF NEXT GENERATION MEDIA CORP.

               The undersigned, whose shareholdings constitute a majority of the
issued and outstanding shares of NEXT GENERATION MEDIA CORP., a Nevada
corporation (the "Corporation"), entitled to vote, pursuant to Section 78.390 of
the General Corporation Law of the State of Nevada (the "NGCL"), does hereby
take the following actions as of April 17, 1998, by written consent in lieu of a
special meeting and does 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 shareholders of the
Corporation, duly called and held for the purpose of acting upon proposals to
adopt such resolutions. 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:

               NOW, THEREFORE, BE IT RESOLVED, that the recommendation of the
               Board of Directors of the Corporation that the shareholders adopt
               a resolution to create a new class of preferred securities, par
               value $0.001 per share (the "NexGen Preferred") with 1,000,000
               shares of NexGen Preferred authorized is hereby adopted, and the
               officers of the Corporation are hereby directed to file all
               necessary forms with the Secretary of State of the State of
               Nevada to effect such change.

               This consent may be executed by facsimile.

               IN WITNESS WHEREOF, the undersigned, whose shareholdings
constitute a majority of issued and outstanding shares entitled to vote, has
executed this consent as of the day and year first above written.

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


