
<PAGE>   1

                                                                     EXHIBIT 4.2



                        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 May 1, 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 

<PAGE>   2


        Bomstad, Jr., Leon Zajdel and T.C. Equities Ltd., a Bahamian corporation
        (collectively, with the Merger, the "Transactions"); and

        WHEREAS, the Board of Directors approved the Transactions in a
        resolution as of April 17, 1998 that, among other things, recommended
        the creation of a new class of preferred stock divided into two series,
        the Series A Preferred Stock and the Series B Preferred Stock; and

        WHEREAS, for purposes of carrying out these Resolutions, a majority of
        the shareholders of the Corporation have executed a consent as of April
        17, 1998 to amend the Articles of Incorporation of the Corporation to
        provide for the creation of the Series A Preferred Stock and the Series
        B Preferred Stock; and

        WHEREAS, in connection with the Transactions, it is deemed to be in the
        best interests of the Corporation (a) to set forth in greater detail in
        a Certificate of Determination for each of the Series A Preferred Stock
        and the Series B Preferred Stock, as attached hereto as Annex A and
        Annex B, respectively, providing the terms approved in the resolutions
        of the Board of Directors as of April 17, 1998 and certain additional
        clarifications concerning the redemption rights of the Series A
        Preferred Stock and the Series B Preferred Stock in certain
        circumstances; and (b) to establish certain other provisions concerning
        the capital structure of the Corporation prior to the issuance of the
        Series A Preferred Stock and the Series B Preferred Stock;

                      CERTIFICATES OF DETERMINATION FOR THE
              SERIES A PREFERRED STOCK AND SERIES B PREFERRED STOCK

        NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors finds that
        it is advisable and in the best interests of the Corporation to adopt
        the Certificates of Designation for the Series A Preferred Stock and the
        Series B Preferred Stock as set forth in Annex A and Annex B,
        respectively, with all of the rights, preferences, privileges and
        restrictions with respect to said shares as set forth in Annex A and
        Annex B attached hereto; and

        BE IT FURTHER RESOLVED, each of the Certificates of Designation is
        hereby approved in the form presented, 

<PAGE>   3

        together with all such changes, additions and deletions as to any or all
        of the terms thereof as any officer executing any such instrument 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, 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 issuance of the Series A Preferred Stock and the Series
        B Preferred Stock; 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 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 any agreements, documents or instruments executed and
        delivered on behalf of the Corporation pursuant to these resolutions 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 


<PAGE>   4

        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.

                          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 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]


<PAGE>   5




                                                    /s/ Larry 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


<PAGE>   6





                                                                         ANNEX A

                      Certificate of Determination for the
                 Callable Cumulative Convertible Preferred Stock
                           (Series A 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 shall be entitled to vote on
equal terms with the holders 

<PAGE>   7


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 (it being understood that the Series B Preferred Stock ranks equal to the
Series A Preferred Stock for purposes of liquidation preference) 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 

<PAGE>   8


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 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").

<PAGE>   9


           c. 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 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

<PAGE>   10
           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 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.

<PAGE>   11


        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.

        10. CORPORATION'S OBLIGATION TO REDEEM: In addition to the provisions of
Paragraphs 8 and 9 hereof, the Corporation shall use part of the proceeds of any
private placement or initial public offering of the Corporation's Common Stock
following the consummation of the merger between United Marketing Solutions Inc.
and United Marketing Merger Corp. (the Corporation's merger subsidiary) (the
"NexGen Placement/Offering"). The Corporation shall use 50% of any net proceeds
from the NexGen Placement/Offering to redeem shares of the Series A Preferred
Stock.


<PAGE>   12



                                                                         ANNEX B

                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 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.


<PAGE>   13

        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 (it being understood that the Series A Preferred Stock ranks equal to the
Series B Preferred Stock for purposes of liquidation preference) 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 

<PAGE>   14
        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 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").


<PAGE>   15

               d. 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.

               e. 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.

               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 

<PAGE>   16

               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

<PAGE>   17

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% 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.

        10. ACCELERATED REDEMPTION: Notwithstanding the provisions of Paragraphs
8 and 9 hereof, if the Corporation sells additional shares of common stock after
the consummation of the merger between United Marketing Solutions Inc. and
United Marketing Merger Corp. (the Corporation's merger subsidiary) then (a) if
such sale occurs within six months from May 1, 1998, then the Corporation shall
cause 50% of the Series A Preferred Stock issued and outstanding to be redeemed
and (b) if another sale occurs within the six months from November 1, 1998, then
the Corporation shall cause all of the remaining issued and outstanding Series A
Preferred Stock to be redeemed, each in connection with the new sale of the
Corporation's common stock.







