<PAGE>   1


                                                                    Exhibit 4.1


                                 WRITTEN CONSENT
                                OF THE DIRECTORS
                            OF GOLDENACCESS.COM, INC.
                           IN LIEU OF SPECIAL MEETING


         The undersigned, being the sole director of GOLDENACCESS.COM, INC., a
Florida corporation (the "Corporation"), hereby consents, in lieu of a special
meeting and pursuant to Section 607.0821 of the Florida Business Corporation
Act, to the adoption of the following resolutions, and directs the Secretary of
the Corporation to file this Consent in the minute book of the Corporation:

         WHEREAS, Clifford Y. Pierce ("Pierce") is the Chairman of the
Corporation;

         WHEREAS the Corporation desires to issue to Pierce an option to acquire
120,000 shares of common stock of the Corporation at a strike price of three
dollars and seventy-five cents ($3.75) per share exercisable for five years from
the date of the option agreement, but not first exercisable until the completion
of 6 consecutive months after the effective date of the first registration
statement of the Company.

         RESOLVED, that the officers of the Corporation are hereby authorized
and directed to execute that certain Option Agreement in the form attached
hereto as EXHIBIT A, and to do and perform any and all other acts, and execute
any and all other documents that, in their sole discretion, are necessary or
appropriate in connection therewith.

         WHEREAS, Paul Callihoo ("Callihoo") is a key person in the Corporation;

         WHEREAS, the Corporation desires to issue to Callihoo, as key
personnel, an option to acquire 50,000 shares of common stock of the Corporation
at a strike price of three dollars and seventy-five cents ($3.75) per share,
exercisable for five years after the date of the option agreement, but with the
restriction that an option to acquire only 10,000 shares may be exercised after
the completion of one year following the effective date of the first
registration statement of the Corporation, and that an option to acquire the
other 40,000 shares may be exercised after the completion of two years following
the effective date of the first registration statement of the Corporation, and
with the further restriction that Callihoo be employed by the Corporation at the
time of any exercise of options.

         RESOLVED, that the officers of the Corporation are hereby authorized
and directed to execute that certain Option Agreement in the form attached
hereto as EXHIBIT B, and to do and perform any and all other acts, and execute
any and all other documents that, in their sole discretion, are necessary or
appropriate in connection therewith.

         WHEREAS, Nigel Gray ("Gray") is a key person in the Corporation;

         WHEREAS, the Corporation desires to issue to Gray, as key personnel, an
option to acquire 50,000 shares of common stock of the Corporation at a strike
price of three dollars and seventy-five cents ($3.75) per share, exercisable for
five years after the date of the option agreement, but with the

<PAGE>   2

restriction that an option to acquire only 10,000 shares may be exercised only
after the completion of one year following the effective date of the first
registration statement of the Corporation, and that an option to acquire the
other 40,000 shares may be exercised only after the completion of two years
following the effective date of the first registration statement of the
Corporation, and with the further restriction that Gray be employed by the
Corporation at the time of any exercise of options.

         RESOLVED, that the officers of the Corporation are hereby authorized
and directed to execute that certain Option Agreement in the form attached
hereto as EXHIBIT C, and to do and perform any and all other acts, and execute
any and all other documents that, in their sole discretion, are necessary or
appropriate in connection therewith.

         FURTHER RESOLVED, that the Corporation is hereby authorized to issue to
"executive management personnel" of the Corporation options to acquire an
additional 680,000 shares of common stock of the Corporation at a strike price
of three dollars and seventy-five cents ($3.75) per share, exercisable for five
years from the date of the option agreement, but not first exercisable until the
completion of 6 consecutive months after the effective date of the first
registration statement of the Corporation, and that the officers of the
Corporation are hereby authorized and directed to execute such agreements, and
to do and perform any and all other acts that, in their sole discretion, are
necessary or appropriate in connection therewith.

         FURTHER RESOLVED, that the Corporation is hereby authorized to issue to
"key personnel" of the Corporation options to acquire an additional 220,000
shares of common stock of the Corporation at a strike price of three dollars and
seventy-five cents ($3.75) per share, exercisable for five years from the date
of the option agreement, provided that 20 percent of any option grant may be
exercised after one year has elapsed following the effective date of the first
registration statement of the Corporation and that 80 percent thereof may be
exercised after two years have elapsed following such effective date, and
further provided that the employee to whom the option is granted is employed by
the Corporation at the time of exercise. The officers of the Corporation are
hereby authorized and directed to execute such agreements, and to do and perform
any and all other acts that, in their sole discretion, are necessary or
appropriate in connection therewith.

Dated as of:
            ----------------------



                                     -------------------------------------------
                                     Clifford Y. Pierce, as Chairman, President


----------------------------------
Secretary

<PAGE>   3



                                    EXHIBIT A
                                    ---------

                      Option Agreement for Clifford Pierce



<PAGE>   4



                                    EXHIBIT B
                                    ---------

                       Option Agreement for Paul Callihoo



<PAGE>   5



                                    EXHIBIT C
                                    ---------

                         Option Agreement for Nigel Gray

<PAGE>   6

                                OPTION AGREEMENT

                                      DATED

                               ____________, 2000



                                    PARTIES:
                                    -------

Goldenaccess.com, Inc., a Florida corporation (the "Corporation"), with an
address at _______________________________________________________________.

Paul Callihoo ("Callihoo"), with an address at ___________________________
__________________________________________.


                                    RECITALS:
                                    --------

         WHEREAS, Callihoo is a key employee of the Corporation.

         WHEREAS, the Corporation desires to grant to Callihoo an option to
acquire 50,000 shares of the common stock of the Corporation at the price and
upon the terms hereinafter set forth.

         NOW THEREFORE, in consideration of the receipt of $1.00, Callihoo's
continued employment with the Corporation and other good and valuable
consideration, the sufficiency and/or receipt of which is hereby acknowledged,
the parties hereby agree upon the following terms.

                                     TERMS:
                                     -----

     1.  OPTION.

         Callihoo is hereby granted the right to acquire FIFTY THOUSAND (50,000)
shares of the common stock of the Corporation, during the period commencing on
the date of this Option Agreement and ending on the fifth anniversary of the
date of this Agreement (the "Option Period") at a price of three dollars and
seventy-five cents ($3.75) per share (the "Option").

     2.  RESTRICTION ON EXERCISE.

         The exercise of the Option described in Section 1 is subject to the
following restrictions:

         (a) No Option may be exercised under this Option Agreement, either in
whole or in part, until the first anniversary of the effective date of the first
Registration Statement of the Corporation.

<PAGE>   7

         (b) An Option to acquire up to 10,000 shares under this Option
Agreement may be exercised beginning on the first anniversary of the effective
date of the first Registration Statement of the Corporation.

         (c) An Option to acquire all remaining shares under this Option
Agreement may be exercised beginning on the second anniversary of the effective
date of the first Registration Statement of the Corporation.

     3.  MINIMUM EXERCISE.

         Subject to the terms of Section 2, above, the Option may be exercised
in whole or in part, from time to time and at any time and at multiple times
during the Option Period, but for an amount of no less than 5,000 shares at any
one time.

     4.  PAYMENT OF THE PURCHASE PRICE OF SHARES.

         Payment for the purchase of shares pursuant to the Option shall be made
by cashier's check, attorney's trust account check, or wire transfer, at a
closing to be held no later that 30 days after delivery of notice of exercise of
rights under the Option.

     5.  ADJUSTMENT OF OPTION SHARES AND OPTION PRICE.

         The number of shares subject to the Option shall be adjusted for any
stock dividend, subdivision, split-up or combination or exchange of common stock
of the Corporation, and the purchase price of each share shall be adjusted
accordingly.

     6.  TRANSFERABILITY.

         This Agreement and all rights hereunder shall not be transferable by
Callihoo at any time without the prior written consent of the Corporation. This
Agreement and all the rights hereunder shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, assigns and
transferees.

     7.  FORFEITURE.

         If Callihoo's employment with the Corporation should terminate at any
time during the Option Period, voluntarily or involuntarily, for any reason
whatsoever, including but not limited to death or disability, termination with
or without cause, or Callihoo's resignation, Callihoo shall forfeit the right to
exercise any portion of the Option remaining at the time of such termination.

     8.  GOVERNING LAW.

         This Agreement is executed and delivered in, and shall be governed by
and construed in accordance with, the laws of the State of Florida.

     9.   AMENDMENT.

<PAGE>   8

         This Agreement, or any provision hereof, may not be amended, changed or
modified without the written consent of each of the parties hereto.

    10.  NOTICES.

         Any notice to be given hereunder shall be in writing, and shall be
delivered personally, or by a service obtaining a receipt for delivery, or by
registered or certified mail, postage prepaid, return receipt requested,
addressed to the party at the address shown above or such changed address as to
which notice has previously been given hereunder, and deemed given when so
delivered or 3 days after such mailing.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.


WITNESSES:                                   GOLDENACCESS.COM, INC., a
                                               Florida corporation


---------------------------------            By:
                                                -------------------------------
                                                Clifford Y. Pierce, President

---------------------------------
Print Name:
           ----------------------


---------------------------------
Print Name:
           ----------------------


As to the Corporation



---------------------------------            ----------------------------------
                                             Paul Callihoo
Print Name:
           ----------------------


---------------------------------
Print Name:
           ----------------------

As to Paul Callihoo

       [signature page to option agreement between goldenaccess.com. inc.
                               and Paul Callihoo]


                                      -3-
<PAGE>   9

                                OPTION AGREEMENT

                                      DATED

                               ____________, 2000



                                    PARTIES:

Goldenaccess.com, Inc., a Florida corporation (the "Corporation"), with an
address at _______________________________________________________________.

Nigel Gray ("Gray"), with an address at _____________________________________.


                                    RECITALS:

       WHEREAS, Gray is a key employee of the Corporation.

       WHEREAS, the Corporation desires to grant to Gray an option to acquire
50,000 shares of the common stock of the Corporation at the price and upon the
terms hereinafter set forth.

       NOW THEREFORE, in consideration of the receipt of $1.00, Gray's continued
employment with the Corporation and other good and valuable consideration, the
sufficiency and/or receipt of which is hereby acknowledged, the parties hereby
agree upon the following terms.

                                     TERMS:

     1.  OPTION.


         Gray is hereby granted the right to acquire FIFTY THOUSAND (50,000)
shares of the common stock of the Corporation, during the period commencing on
the date of this Option Agreement and ending on the fifth anniversary of the
date of this Agreement (the "Option Period") at a price of three dollars and
seventy-five cents ($3.75) per share (the "Option").

     2.  RESTRICTION ON EXERCISE.

         The exercise of the Option described in Section 1 is subject to the
following restrictions:

         (a) No Option may be exercised under this Option Agreement, either in
whole or in part, until the first anniversary of the effective date of the first
Registration Statement of the Corporation.

<PAGE>   10

         (b) An Option to acquire up to 10,000 shares under this Option
Agreement may be exercised beginning on the first anniversary of the effective
date of the first Registration Statement of the Corporation.

         (c) An Option to acquire all remaining shares under this Option
Agreement may be exercised beginning on the second anniversary of the effective
date of the first Registration Statement of the Corporation.

     3.  MINIMUM EXERCISE.

         Subject to the terms of Section 2, above, the Option may be exercised
in whole or in part, from time to time and at any time and at multiple times
during the Option Period, but for an amount of no less than 5,000 shares at any
one time.

     4.  PAYMENT OF THE PURCHASE PRICE OF SHARES.

         Payment for the purchase of shares pursuant to the Option shall be made
by cashier's check, attorney's trust account check, or wire transfer, at a
closing to be held no later that 30 days after delivery of notice of exercise of
rights under the Option.

     5.  ADJUSTMENT OF OPTION SHARES AND OPTION PRICE.

         The number of shares subject to the Option shall be adjusted for any
stock dividend, subdivision, split-up or combination or exchange of common stock
of the Corporation, and the purchase price of each share shall be adjusted
accordingly.

     6.  TRANSFERABILITY.

         This Agreement and all rights hereunder shall not be transferable by
Gray at any time without the prior written consent of the Corporation. This
Agreement and all the rights hereunder shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, assigns and
transferees.

     7.  FORFEITURE.

         If Gray's employment with the Corporation should terminate at any time
during the Option Period, voluntarily or involuntarily, for any reason
whatsoever, including but not limited to death or disability, termination with
or without cause, or Gray's resignation, Gray shall forfeit the right to
exercise any portion of the Option remaining at the time of such termination.

     8.  GOVERNING LAW.

         This Agreement is executed and delivered in, and shall be governed by
and construed in accordance with, the laws of the State of Florida.

     9.  AMENDMENT.

<PAGE>   11

         This Agreement, or any provision hereof, may not be amended, changed or
modified without the written consent of each of the parties hereto.

    10.  NOTICES.

         Any notice to be given hereunder shall be in writing, and shall be
delivered personally, or by a service obtaining a receipt for delivery, or by
registered or certified mail, postage prepaid, return receipt requested,
addressed to the party at the address shown above or such changed address as to
which notice has previously been given hereunder, and deemed given when so
delivered or 3 days after such mailing.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.


WITNESSES:                                   GOLDENACCESS.COM, INC., a Florida
                                             corporation


------------------------------------         By:
                                                --------------------------------
Print Name:                                     Clifford Y. Pierce, President
           ------------------------


-----------------------------------

Print Name:
           ------------------------

As to the Corporation



------------------------------------         -----------------------------------
                                             Nigel Gray
Print Name:
           -------------------------



-----------------------------------

Print Name:
           ------------------------

As to Nigel Gray


       [signature page to option agreement between goldenaccess.com. inc.
                                 and Nigel Gray]



                                      -3-
<PAGE>   12

                                OPTION AGREEMENT

                                      DATED

                               ____________, 2000


                                    PARTIES:
                                    -------

Goldenaccess.com, Inc., a Florida corporation (the "Corporation"), with an
address at ______________________________________________________________.


Clifford Y. Pierce ("Pierce"), with an address at ________________________.


                                    RECITALS:
                                    --------

         WHEREAS, Pierce is Chairman & President of the Corporation.

         WHEREAS, the Corporation desires to grant to Pierce an option to
acquire 120,000 shares of the common stock of the Corporation at the price and
upon the terms hereinafter set forth.

         NOW THEREFORE, in consideration of the receipt of $1.00 and other good
and valuable consideration, the sufficiency and receipt of which is hereby
acknowledged, the parties hereby agree upon the following terms.


                                     TERMS:
                                     -----

     1.  OPTION.

         Pierce is hereby granted the right to acquire ONE HUNDRED AND TWENTY
THOUSAND (120,000) shares of the common stock of the Corporation, during the
period commencing on the date of this Option Agreement and ending on the fifth
anniversary of the date of this Option Agreement (the "Option Period") at a
price of three dollars and seventy-five cents ($3.75) per share (the "Option").

     2.  RESTRICTION ON TIME OF EXERCISE.

         The Option may not be exercised, in whole or in part, until the date
that is six (6) months following the effective date of the first Registration
Statement of the Corporation.

     3.  MINIMUM EXERCISE.

         Subject to the terms of Section 2, above, the Option may be exercised
in whole or in part, from time to time and at any time and at multiple times
during the Option Period, but for an amount of no less than 5,000 shares at any
one time.

<PAGE>   13

     4.  PAYMENT OF THE PURCHASE PRICE OF SHARES.

         Payment for the purchase of shares pursuant to the Option shall be made
by cashier's check, attorney's trust account check, or wire transfer, at a
closing to be held no later that 30 days after delivery of notice of exercise of
rights under the Option.

     5.  ADJUSTMENT OF OPTION SHARES AND OPTION PRICE.

         The number of shares subject to the Option shall be adjusted for any
stock dividend, subdivision, split-up or combination or exchange of common stock
of the Corporation, and the purchase price of each share shall be adjusted
accordingly.

     6.  TRANSFERABILITY.

         This Agreement and all rights hereunder shall not be transferable by
Pierce at any time without the prior written consent of the Corporation. This
Agreement and all the rights hereunder shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, assigns and
transferees.

     7.  GOVERNING LAW.

         This Agreement is executed and delivered in, and shall be governed by
and construed in accordance with, the laws of the State of Florida.

     8.  AMENDMENT.

         This Agreement, or any provision hereof, may not be amended, changed or
modified without the written consent of each of the parties hereto.

     9.  NOTICES.

         Any notice to be given hereunder shall be in writing, and shall be
delivered personally, or by a service obtaining a receipt for delivery, or by
registered or certified mail, postage prepaid, return receipt requested,
addressed to the party at the address shown above or such changed address as to
which notice has previously been given hereunder, and deemed given when so
delivered or 3 days after such mailing.

<PAGE>   14

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.


WITNESSES:                              GOLDENACCESS.COM, INC., a Florida
                                        corporation


----------------------------------      By:
                                           -------------------------------------
                                           Clifford Y. Pierce, President
Print Name:
           ----------------------



---------------------------------

Print Name:
           ----------------------


As to the Corporation


---------------------------------       ----------------------------------------
                                        Clifford Y. Pierce
Print Name:
           ----------------------



---------------------------------
Print Name:
           ----------------------

As to Clifford Y. Pierce

       [signature page to option agreement between goldenaccess.com. inc.
                             and Clifford Y. Pierce]



                                      -3-