EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT, made as of this 26th day of June, 1998, by and between KLEVER MARKETING, INC., a Delaware corporation (the "Employer"), and GERARD C.
COELSCH ("Employee");

W I T N E S S E T H

WHEREAS, the Employer conducts business from its principal office located at 350 West 300 South, Suite 201, Salt Lake City, Utah; and

WHEREAS, the Employer desires to engage Employee as its President and Chief Operating Officer upon the terms and conditions set forth herein, and Employee desires to become so engaged;

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants, terms and agreements hereinafter set forth, the parties hereto agree as follows:

1 . Employment. The Employer hereby employs Employee, and Employee hereby accepts such employment, upon the terms and subject to the conditions set forth in this Agreement.

2. Term. ' The initial term of employment shall begin on July .6, 1998, and shall end on July .8, 1999 (the "First Contract Year"); provided, however, that if the Employer obtains (i) a binding commitment to raise capital, or does in fact raise capital, in an amount of at least Five Million Dollars ($5,000,000), through a private or public offering, or (ii) the Board of Directors approves any other funding method (e.g. a joint venture, etc.), during the First Contract Year, the term of this employment contract shall be automatically extended for a two (2) year period (the "Extension Period"). The Extension Period shall commence on the date that the Employer first obtains such binding commitment for capital or first raises such capital, whichever occurs first, or the date the Board of Directors approves such other funding method, provided such funding transaction is ultimately consummated. The Extension Period shall not be extended by any unexpired portion of the First Contract Year. For example, if the Extension Period commences on December 22, 1998, the initial term of employment hereunder shall last through December 21, 2000. Employee's term of employment hereunder shall be automatically renewed for additional one-year terms unless, at least sixty (60) days prior to the expiration of the current term, either party to this Agreement provides written notice to the other party hereto that such party is terminating the employment of Employee effective as of the end of the current term. The foregoing provisions of this section 2 notwithstanding, the employment of Employee may be sooner terminated at any time in accordance with the other provisions of this Agreement.

3. Position, Duties and Loyalty. Employee shall assume the office of President and Chief Operating 0 ffi c Employer. Employee shall report directly to Employer' and Employee shall faithfully and industriously perform all duties in accordance with the instructions of Employer. Employee shall owe the Employer his highest loyalty and Employee will use his best efforts to promote the interests of Employer.

4. Compensation: Base Salary. In consideration of the faithful performance of his duties, Employer agrees to pay Employee an annual base salary of Two Hundred Thousand Dollars ($200,000.00). Unless Employer and Employee mutually agree in writing to adjust Employee's annual base salary for any succeeding contract period, Employer shall continue to pay Employee the same annual base salary paid during the immediately preceding contract year. The annual base salary shall be payable on a twenty-four (24) period payroll cycle, and all compensation hereunder shall be subject to the customary withholding tax and other employment taxes as required with respect to compensation paid by a corporation to an employee. Until this agreement is terminated, Employer shall continue to pay the base salary to Employee notwithstanding Employee's absence due to illness or injury; provided, however, such obligation shall expire after Employee is absent from work for a period of three (3) continuous months. Employee represents to Employer that as of the date of execution of this Agreement, Employee is not aware of any serious medical condition which could be reasonably expected to hinder or impair Employee with respect to the performance of his duties hereunder.

5. Compensation: Cash Performance Bonus. In addition to the base salary and any other compensation payable to Employee under this Agreement, Employer shall pay Employee a cash performance bonus as set forth in this Section 5. At the end of each fiscal year of Employer, Employer shall pay a cash bonus to Employee based on the following formula:

Current Base Salary x Plan Fraction.

The Plan Fraction is 25% plus .555 times the Excess Percentage. The Excess Percentage is the percentage by which the actual revenue of the Employer for the fiscal year, divided by the revenue set forth in the Employer's business plan duly adopted by the Employer's board of directors for such fiscal year, exceeds 55%. If such actual revenue divided by such plan revenue is less than 55%, then the Plan Fraction shall equal zero. In no event shall the Plan Fraction exceed fifty percent (50%) notwithstanding the fact that actual revenue exceeds plan revenue.

Examples. Assume the Current Base Salary is $200,000, and the plan revenue

is $ 1,000,000.

If the actual revenue is $700,000, then the bonus is:

$200,000 x (25% + (70%-55%)x.555)) = $66,650

If the actual revenue is $1,000,000, then the bonus is:

$200,000 x (25% + (100%-55%)x.555)) = $99,950

If the actual revenue is $550,000, then the bonus is:

$200,000 x (25% + (55%-55%)x.555)) = $50,000

If the actual revenue is $1,500,000, then the bonus is:

$200,000 x 50%, or $100,000

If the actual revenue is $500,000, then the bonus is:

$200,000 x 0%, or nothing.

6. Expenses. During the term of Employee's employment, the Employer shall promptly reimburse Employee for all properly documented, reasonable expenses incurred by Employee in the performance of his services and duties hereunder to the extent such expenses are in accordance with the policies of Employer, or Employer approved of such expenses in advance. In addition, Employer shall pay or reimburse

Employee for the following expenses:

a) Moving Expense. Employer shall pay for all reasonable moving expenses incurred in order for Employee to move his family, household belongings and automobiles from Jacksonville, Florida, to the Salt Lake City area; provided, however, that all such reimbursements or payments by Employer shall not exceed Fifteen Thousand Dollars ($15,000.00) except to the extent Employer agrees to make a reasonable accommodation for any overage.

b) Rent Payments. During the first twelve months of this contract, Employer shall directly make payments for Employee's rent and utility expenses with respect to Employee's housing and living costs; provided, however, that all such payments by Employer shall not exceed Eighteen Thousand Dollars ($18,000.00).

c) Travel Allowance. During each of the first two months of this contract, Employer shall reimburse Employee for two round-trip air

fares from Jacksonville, Florida to Salt Lake City, Utah; provided, however, that such reimbursement shall not exceed the cost of tickets which are purchased at least 14 days in advance, with a Saturday night stayover.

Employee shall properly document the foregoing expenses in accordance with the policies of Employer. As necessary, Employer shall report all payments and reimbursements hereunder as required under applicable tax laws.

7. Vacation. After the first twelve (12) month period of employment, Employee shall be entitled to two weeks (2) weeks' paid vacation. After the second twelve
(12) month period of employment, Employee shall be entitled to three (3) weeks' paid vacation. After the third twelve (12) month period of employment, Employee shall be entitled to three (3) weeks' paid vacation. After the fourth twelve month

employment, and after each succeeding twelve month period of Employee shall be entitled to four (4) weeks' paid vacation. Employer and Employee shall mutually agree upon any planned absence from work in advance to the extent reasonably possible. Unless previously approved by the Employer's chief executive officer, any unused, accrued vacation benefits shall expire at the end of the applicable twelve month period and shall not carry over to any succeeding twelve month period.

8. Fringe Benefits. Employee shall be entitled to participate in or receive benefits under all of the Employer's benefit plans and other fringe benefit arrangements, if any. Except for the stock option rights set forth in Section 9 below, the Employer, however, has complete discretion to determine the type and amount of benefits, if any, that it shall provide to its employees, including any applicable vesting schedules and the variation of benefits among different employees or groups of employees. Except as the parties may otherwise agree, nothing paid to or on behalf of Employee under any fringe benefit plan or arrangement shall be deemed to be in lieu of compensation to Employee as outlined in Sections 4 and 5 above, or any other provision of this agreement. The foregoing notwithstanding, during the term of Employee's employment hereunder, the Employer in any case agrees to provide standard medical and dental insurance coverage to Employee and Employee's dependents under a policy that waives any pre-existing conditions, with coverage to begin no later than July 1, 1998.

9. Stock Options. Employer represents to Employee that the board of directors and shareholders of Employer have duly adopted the " Klever Marketing, Inc. 1997 Stock Incentive Plan" (the "Plan"), which provides for the grant of "incentive stock options" (intended to qualify under ss.422 of the Internal Revenue Code) and it nonqualified options" with respect to the stock of Employer. Employer hereby agrees to grant Employee certain options under the Plan as more fully described herein as a material inducement to Employee for executing and delivering this employment

agreement. Employer agrees that the grant of options pursuant to this Agreement constitute a substantial and material part of the compensation payable to Employee under this agreement, and that such compensation is addition to the compensation payable to Employee under Sections 4 and 5 above, or any other provisions of this Agreement. The grant of options described herein shall be further documented in a separate instrument, and the options set forth in such separate instrument shall be a counterpart to the applicable provisions of this Agreement, and shall not be construed to double the Shares subject to such option(s) from 400,000 or 500,000 to 800,000 or 1,000,000. Nothing herein shall preclude the grant of options in addition to those described herein by the Employer in its absolute discretion.

a) Grant of Option. Employer hereby agrees to grant Employee on July 6, 1998, an option (the "Option") to purchase Four Hundred Thousand (400,000) shares of the common stock of Employer, $.01 par value (the "Shares"). In addition, if the Employer obtains a binding commitment to raise capital, or does in fact raise capital, in an amount of at least Five Million Dollars ($5,000,000), through a private or public offering, then Employer agrees to grant Employee an additional option (the "Additional Option") as follows: (i) if the price per Share in such private or public offering is at least $4.00 per Share, the Additional Option shall be for Fifty Thousand (50,000) Shares (for an aggregate of 450,000 Shares subject to the Option and Additional Option); and (ii) if the price per Share in such private or public offering is at least $4.50 per Share, an additional Fifty Thousand (50,000) Shares shall be subject to the Additional Option (for an aggregate of 500,000 Shares subject to the Option and Additional Option). Employer shall immediately grant the Additional Option to Employee as of the date the right to the Additional Option arises.

b) Vesting of Exercise Rights. Employer hereby agrees that the Option shall vest, and provide Employee with rights of exercise, as follows:

Employee may first exercise the Option to purchase the first One Hundred Thousand (100,000) Shares beginning on July 6, 1998.

Employee may first exercise the Option to purchase an additional Twenty Five Thousand (25,000) Shares, beginning on October 6, 1998 (for an outstanding total of 125,000 Shares).

Employee may first exercise the Option to purchase an additional Twenty Five Thousand (25,000) Shares, beginning on January 6, 1999 (for an outstanding total of 150,000 Shares).

Employee may first exercise the Option to purchase an additional Twenty Five Thousand (25,000) Shares, beginning on April 6, 1999 (for an outstanding total of 175,000 Shares).

Employee may first exercise the Option to purchase an additional Twenty Five Thousand (25,ODO) Shares, beginning on July 6, 1999 (for an outstanding total of 200,000 Shares).

Employee may first exercise the Option to purchase an additional Twenty Five Thousand (25,000) Shares, beginning on October 6, 1999 (for an outstanding total of 225,000 Shares).

Employee may first exercise the Option to purchase an additional Twenty Five Thousand (25,000) Shares, beginning on January 6, 2000 (for an outstanding total of 250,000 Shares).

Employee may first exercise the Option to purchase an additional Twenty Five Thousand (25,000) Shares, beginning on April 6, 2000 (for an outstanding total of 275,000 Shares).

Employee may first exercise the Option to purchase an additional Twenty Five Thousand (25,000) Shares, beginning on July 6, 2000 (for an outstanding total of 300,000 Shares).

Employee may first exercise the Option to purchase an additional Twenty Five Thousand (25,000) Shares, beginning on October 6, 2000 (for an outstanding total of 325,000 Shares).

Employee may first exercise the Option to purchase an additional Twenty Five Thousand (25,000) Shares, beginning on January 6, 2001 (for an outstanding total of 350,000 Shares).

Employee may first exercise the Option to purchase an additional Twenty Five Thousand (25,000) Shares, beginning on April 6, 2001 (for an outstanding total of 375,000 Shares).

Employee may first exercise the Option to purchase an additional Twenty Five Thousand (25,000) Shares, beginning on July 6, 2001 (for an outstanding total of 400,000 Shares).

Employer hereby agrees that the Additional Option shall vest, and provide Employee with rights of exercise, as follows:

Employee may exercise the Additional Option to purchase twentyfive percent (25%) of the Shares subject to the Additional Option beginning on the date the Additional Option arises.

Employee may exercise the Additional Option to purchase an additional twenty-five percent (25%) of the Shares subject to the Additional Option beginning on the later of June 22, 1999 or the date the Additional Option arises (for an aggregate of fifty percent of the Shares subject to the Additional Option).

Employee may exercise the Additional Option to purchase an additional twenty-five percent (25%) of the Shares subject to the Additional Option beginning on the later of June 22, 2000 or the date the Additional Option arises (for an aggregate of seventy-five percent of the Shares subject to the Additional Option).

Employee may exercise the Additional Option to purchase an additional twenty-five percent (25%) of the Shares subject to the Additional Option beginning on the later of June 22, 2001 or the date the Additional Option arises (for an aggregate of one hundred percent of the Shares subject to the Additional Option).

The foregoing notwithstanding: (i) in the event of a " of the Employer (as defined in the Plan), or, (ii) in tha event of as in the event the employment of Employee is terminated for any reason other than Cause (as hereinafter defined) or other than Employee's voluntary decision to leave the employ of Employer, then in any such case all outstanding options (i.e. all rights of purchase under the Option and the Additional Option, if any), shall immediately vest and Employee (or the representatives of Employee) shall have the immediate and continuing right (in accordance with the other terms hereof) to purchase all of the Shares subject to such options.

c) Restrictions on Stock. The option agreement may provide that any Shares purchased by Employee pursuant to the Option or Additional Option are subject to a right of first refusal by the Employer for a period not to exceed three (3) years after Employee first purchases such Shares. Such right of refusal shall state that if Employee desires to sell all or a part of the Shares, then Employee shall first offer to sell such Shares to Employer at the same price and on the same terms and conditions as the proposed sale. Employee shall deliver to Employer a complete and accurate written statement of the terms and conditions of

the proposed sale, and shall either (i) identify a confirmed buyer who is ready, willing and able to purchase Employee's shares, or (ii) state that Employee has arranged to sell such Shares publicly through a broker. If Employer desires to purchase such Shares of Employee, then Employer shall notify Employee of such decision in writing within three (3) full business days after the receipt by Employer of the aforesaid written statement. The parties shall then complete such sale and purchase of the subject Shares within fifteen (15) days following the receipt by Employee of such written notice of purchase by Employer (but only if such notice is timely). If Employer does not notify Employee of its decision to purchase the Shares within said three (3) day period, or provides Employee with written notice that Employer does not elect to purchase such Shares, then Employee may sell such Shares, but only pursuant to the terms and conditions of the proposed sale previously communicated to Employer, and only within the thirty (30) day period following the expiration of the three (3) day Employer decision period. Any such right of refusal shall further provide that notwithstanding the foregoing, no rights of first refusal of any nature shall exist with respect to any of the Shares if the stock of Employer (of the same class) has previously been the subject of a completed public offering.

d) Character of Options. Employer agrees that all options granted to Employee as specified herein shall, to the maximum extent permissible under applicable law, be "Incentive Stock Options" as defined in the Plan which qualify under ss.422 of the Internal Revenue Code.

e) Strike Price. Employer agrees that the purchase price of the Shares subject to the Option shall b the average of the mean closing "bid" and "ask" price for such stock for the five trading days previous to the date of grant, or July 6, 1998. Employer agrees that the Price of the Shares subject to the Additional Option shall be the average of the mean closing "bid" and "ask" price for such stock for the five trading days previous to the date of grant

f) Term of Options. Employer agrees that the term of the options granted hereunder shall be 0) years from the date of grant, unless such option sooner expires in accordance with the following:

(i) Death or Disability. In the event the employment of Employee terminates as the result of death or Disability (as hereinafter defined), Employee or his representatives may exercise all outstanding vested options

for a period of one (1) year after the date Employee's employment terminates.

(ii) Cause. In the event the Employer elects to terminate the employment of Employee for Cause, as hereinafter defined, all options which have not yet vested shall expire as of the date of such termination; provided, however, that the Employee may exercise all outstanding vested options for a period of ninety
(90) days after the date Employee's employment terminates.

(iii) Other Reasons. In the event the employment of Employee terminates for any reason other than death, Disability, Cause or retirement, all outstanding options shall immediately vest and Employee or his representatives may exercise all of the granted options for a period of ninety (90) days after the date Employee's employment terminates; provided, however, that if Employee unilaterally and voluntarily terminates his employment hereunder (other than for retirement at normal retirement age as set forth in the Plan), then all outstanding options which have not vested shall expire, and Employee or his representatives may exercise all of the theretofore vested options for a period of ninety (90) days after the date Employee's employment terminates.

g) Adjustment of Shares. Employer agrees that all options granted to Employee shall contain adequate provisions to protect against any change in the outstanding stock of Employer through any stock dividend or split, reorganization, recapitalization, merger, consolidation or other similar form of corporate transaction which affects the capital structure of Employer, so that the number and type of Shares subject to such option are appropriately adjusted by the Board of Directors to reflect such change. the event of any Transaction which (as defined in the Plan) or the liquidation of the Employer or the sale of substantially all of the assets of the Employer, such options shall provide that: (i) outstanding options shall remain in effect in accordance with their terms; (ii) outstanding options shall be converted into options to purchase securities issued by the surviving or acquiring company; or (iii) the Board of Directors shall provide a 30 day period prior to the consummation of such transaction during which all outstanding options vest and may be exercised whereby such exercise is contingent upon and concurrent with the actual consummation of the transaction.

h) Compensation Adjustment. Employer agrees that all options granted to Employee shall contain a provision to reimburse Employee, and Employer hereby agrees to reimburse Employee, against the effect of "golden parachute taxes" as follows:

Compensation Adjustment. The Company shall pay to the Participant an amount equal to the excise tax under Internal Revenue Code Section 4999 (as amended), if any, incurred by Participant by reason of any excess parachute payment under this Agreement as a result of the acceleration of option vesting hereunder because of a Change of Control as defined herein. In addition, the Company shall pay the Participant an amount equal to all excise taxes and federal, state and local income taxes incurred by the Participant as -6. a result of any payment made Attached to this Agreement as Exhibit [_] I " is an example. of the computation of such payments. Such payments shall be made no later than the date the Participant is required to pay the excise tax under Code Section 4999 or is required to remit amounts for withholding applicable to such excise tax. All determinations of amounts required to be paid under this paragraph 12 shall be made by the Company's independent accounting firm which shall provide detailed supporting calculations to the Company and the Participant. In computing taxes, the accounting firm shall use the highest marginal federal, state and local income tax rates applicable to the Participant.

An example of the foregoing calculation is attached hereto as Exhibit "A."

10. Termination. In addition to the termination of Employee's employment upon expiration of the current term, the employment of Employee may sooner terminate as follows:

a) Death of Employee. The employment of Employee hereunder shall terminate immediately upon his death.

b) Disability of Employee. The Employer may terminate the employment of Employee hereunder if the Employee has suffered a Disability (as hereinafter defined) for a period of at least three (3) continuous months. The term "Disability" shall mean the inability of the Employee to perform his normal duties and functions by reason of a physical or mental condition.

c) Early Termination for Cause. Any provision in this Agreement to the contrary notwithstanding, Employer shall have the option to terminate Employee's employment hereunder for Cause immediately and at any time. "Cause" as used herein shall mean the following: (i) Employee engages in any business that is competitive with that of the Employer while an employee; (ii) Employee commits any material act of dishonesty, including but not necessarily limited to theft or embezzlement of funds or property of the Employer, or perpetrating a fraud on or affecting the Employer; (iii) Employee engages in any gross negligence or willful misconduct with respect to his duties and responsibilities as an employee or Employee acts in any other way that has a direct, substantial and adverse effect on the Employer's reputation, including but not limited to willful or grossly negligent disregard for the Employer's obligation to comply with laws, regulations and the like applicable to Employer, its properties, assets or business; (iv) Employee's conviction of a felony; (v) Employee repeatedly fails to follow the instructions or directions of the Board of Directors as set forth in duly adopted resolutions of such Board; or (vi) Employee repeatedly fails to follow the instructions or directions of the Chief Executive Officer, provided such instructions or directions do not contravene any applicable laws or governmental regulations, any policies or resolutions of the Board of Directors, or sound business practice or policy (as determined by the Board of Directors).

11. Compensation Upon Termination. If the employment of Employee is terminated for any reason, Employer shall owe Employee all base salary as set forth in
Section 4 of this Agreement which has accrued through the date of such termination, all fringe benefits which have accrued through the date of such termination, if any, and all properly incurred expenses which have not yet been reimbursed. If the employment of Employee is terminated for any reason other than cause, Employer shall owe Employee a pro rated portion of the cash performance bonus as set forth in Section 5, based on the number of calendar months in the current fiscal year, including the full calendar month which includes the date of termination. For purposes of calculating such bonus, revenues through the end of the calendar month during which termination occurred shall be annualized. If the employment of Employee is terminated for any reason other than death, disability, cause or Employee's voluntary decision to terminate his employment hereunder, then Employee, in addition to the foregoing, shall be entitled to all base salary from the date of termination through the end of the then current term of employment. For example, if the current employment term is two years, and such termination occured in the sixth month thereof, the remaining 18 months of base salary shall be payable to Employee. In addition, Employee shall be entitled to exercise stock options in accordance with the provisions of Section 9 above.

12. Notices. All notices, consents, approvals or other communications which are required to be made in writing hereunder shall be deemed to have been duly given, made or served upon delivery if delivered in person or by overnight courier, or upon the first to occur of actual receipt or the third business day after mailing, if mailed by registered or certified mail, first class postage prepaid, receipt requested, to the parties at the following address:

If to Employer: Klever Marketing, Inc.
350 West 300 South, Suite 201
Salt Lake City, Utah 84101
Attention: Paul G. Begum

With a copy to: Parsons Behle & Latimer
Utah Center
One 201 South Main Street, Suite 1800 Salt Lake City, Utah 84145-0898
Attention: J. Gordon Hansen

If to Employee: Gerard Coelsch
1305 Biggin Church Road S.

Jacksonville, Florida 32224-7686

With a copy to: Korn & Zehmer P.A.
6620 Southpoint Drive South
Suite 200
Jacksonville, Florida 32216
Attention: John Zehmer

Notice of a change in address shall be made in writing as provided herein, and effective only upon actual receipt.

13. Entire Agreement. This Agreement embodies the entire Agreement between Employer and Employee, and there are no agreements, representations or warranties, oral or written, between Employer and Employee other than those set forth or provided for in this Agreement. This Agreement may not be modified or changed, in whole or part, except by a supplemental agreement signed by the Employer and Employee.

14. Assignment, Rights and Obligations of Successors. This Agreement is personal in its nature and neither of the parties hereto shall assign or transfer this Agreement or any rights or obligations hereunder. The foregoing shall not be construed to prohibit Employer from engaging in any reorganization, recapitalization,

merger, consolidation, exchange of shares, sale of substantially all of the assets, or other similar types of corporate transactions.

15. Disputes.

a) The provisions of this paragraph 15 shall be the sole and exclusive remedy for any default under or breach by any party of any term or provision of this Agreement, and no claim may be brought under this Agreement except in accordance with and pursuant to the terms of this paragraph 15. In the event there is a dispute under this Agreement, the parties shall meet with one another and diligently attempt to resolve their disagreements. If they are unable to do so, then upon the request of any party to the dispute, they will mediate the dispute, utilizing an impartial mediator pursuant to the rules of the American Arbitration Association ("AAA") or any other reputable organization that sponsors mediation upon which the parties shall mutually agree. If, after thirty
(30) days, the mediation is not successful, then any party to the dispute may institute an arbitration proceeding in accordance with this paragraph 15 to resolve the dispute, but only if such party makes a written demand to do so within twelve 0 2) months of the date the above-ref erenced thirty day mediation period expires.

b) If negotiations and mediation are unsuccessful and a party makes a timely written demand for arbitration, the arbitration shall occur before a single arbitrator in Salt Lake City, Utah, in accordance with the commercial arbitration rules of the American Arbitration Association ("AAA") and chosen by the AAA. Such rules notwithstanding, the arbitrator shall be an attorney at law who has experience in employment law issues. The arbitrator shall base his decision on applicable principles of law and equity, taking into account all relevant statutes, case law and other relevant legal authority. The parties agree that the interpretation, legal effect and enforcement of this Agreement shall be governed by the laws of the State of Utah. Upon the request of any party, the arbitrator will include in his award findings of fact and conclusions of law upon which the award is based. The arbitrator may grant such legal or equitable relief as he deems appropriate, including money damages, specific performance and injunctive relief.

c) Questions of whether a dispute is subject to arbitration shall also be decided by the arbitrator. Within ten (10) days after the appointment of the arbitrator, each party to the dispute shall present to the arbitrator a written statement of the issues in dispute. Within five (5) days thereafter, the arbitrator shall give notice to the parties of a

preliminary hearing to discuss the issues and discuss timetables for discovery, which hearing shall be held as soon as reasonably possible. Each party shall be entitled to perform discovery in accordance with the applicable rules of civil procedure for civil actions in the state courts located in the State of Utah. The arbitrator shall set reasonable time periods for the taking of discovery, with the goal of expediting and completing such process in a timely and prompt fashion. The final arbitration hearing shall occur within forty-five (45) days after the closing of all discovery, but in no event more than one-hundred eighty
(180) days after the date of the preliminary hearing.

d) Any party may request and obtain from a court of competent jurisdiction provisional or ancillary remedies for relief, such as an injunction, but the institution of a judicial proceeding will not constitute a waiver of the right of a party to submit a dispute to arbitration. A court of competent jurisdiction may enter a judgment upon an arbitration award. Subject to the award of the arbitrators, each party shall pay an equal share of the arbitrator's fees, except that the arbitrators shall have the power to determine and award all expenses (but not including attorneys' fees) to the prevailing party. The parties shall maintain all matters relative to the arbitration, including the result thereof, as confidential.

16. Headings; References to Sections. The headings of the sections, paragraphs and subparagraphs of this Agreement are solely for convenience and reference and shall not limit or otherwise affect the meaning of any of the terms or provisions of this Agreement.

17. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but which together constitute one and the same instrument.

18. Severability. In the event that any one or more of the provisions contained in this Agreement shall, for any reason, be judicially declared to be invalid, illegal, unenforceable or void in any respect, such declaration shall not have the effect of invalidating or voiding the remainder of this Agreement and the parties hereto hereby agree that the part or parts of this Agreement so held to be invalid, illegal, unenforceable or void will be deemed to have been stricken herefrom and the remaining provisions of this Agreement will have the same force and effect as if such part had never been included herein.

19. Delay or Omission. No delay or omission of a party to exercise any right, power or remedy under this Agreement or accruing upon any default hereunder shall

exhaust or impair any such right, power or remedy, or shall be construed to waive any such default or to constitute acquiescence therein. Every right, power and remedy of a party hereunder may be exercised from time to time and as often as may be deemed expedient by such party.

20. Waiver of Breach. No waiver of any default hereunder shall extend to or affect any subsequent default or another default then existing or impair any rights, powers or remedies consequent thereon.

21. Cumulative Rights. No right or remedy conferred upon or reserved to any party herein is intended to be exclusive of any other right or remedy available to such party at law, in equity or otherwise. Each and every right and remedy is cumulative.

22. Survival. Except as otherwise specifically provided herein, the representations, warranties and other undertakings of the Employer and Employee contained herein, which are to be observed or performed subsequent to the termination of Employee's employment or the termination of this Agreement, shall survive such termination.

23. Construction of Agreement. The parties agree that in the event any court or other tribunal construes or interprets any provision hereof, that such court or other tribunal shall not strictly construe any such provision or any ambiguity therein in favor

[THE REST OF THIS PAGE IS INTENTIONALLY BLANK]

of or against either party hereto based upon any rule that one party has drafted such provision or that one party has superior bargaining power or knowledge.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 26 th day of June, 1998.

EMPLOYER:

KLEVER MARKETING, INC.

Witness

Witness

. Witness

'Witness

COELSCH\COELEA.4

By:

Chief Executive Off

EMPLOYEE:

CC. COELSCH

EXHIBIT A
COMPUTATION OF COMPENSATION ADJUSTMENT TO EMPLOYEE

1. Excess Parachute Payment Subject to Excise Tax $50,000

2. Excise Tax on Item 1 @ 20% $10,000

3. Total Additional Payments Due $22,292*

4. Verification of Payments Due

a) Excise Tax on new $22,292 @ 20% $4,458
b) State Income Tax on $22,292 @ 6% 1,338
c) Federal Income Tax on $22,292:

(i) Additional Income $22,292 (ii) State Tax Deduction ( 1,338) (iii) Net Additional Income $20.954 (iv) Federal Income Tax @ 31 % 6,496

d) Total Taxes on Payments Due $12,292
e) Net Amount Available to Optionee to pay excise tax (see no. 2 above) $10,000
f) Total Amount Paid to Employee $22,292

The formula used to compute the amounts due to Employee is to divide the excise tax amount on the excess parachute payment by a percentage equal to 100% less the sum of the excise tax percentage plus the federal and state income tax percentage less a percentage determined by multiplying the federal tax percentage times the state tax percentage (if applicable). Thus, in the example above, the following percentages would be subtracted from 100 %:

        1 )     Excise Tax Percentage   20%
        2)      State Tax Percentage    6%
        3)      Federal Tax Percentage  31%
Total           75%

                Less 31 % times 6%      1.86%

55.14%

The resulting percentage of 44.86% is divided into 10,000 = $22,292

RIDER "A" TO
EMPLOYMENT AGREEMENT

There shall be no adjustment in the Exercise Price, and no adjustment in the number of Shares which may be received by the Employee upon exercise of the Option, as a result of the sale or issuance by the Employer of additional shares of its capital stock to a third party for a consideration that is greater or less then the purchase price of the Option. For example, (i) if the Employer were to issue additional shares of common stock through a stock divided at the rate of two shares for each issued and outstanding share of common stock, then the Exercise Price shall be decreased by 2/3's and the number of shares subject to the Option shall be increased by three times; and (ii) if the Employer were to sell 10,000 shares of common stock to XYZ Company for $20,000 (i.e., $2 per share), and the Exercise Price hereunder is $4.00 per share, there shall be no

1        Employment;  Duties: The Company shall employ Employee as the President
         of the Company to perform such duties  generally  associated  with such
         office. In such capacity,  Employee shall report to and be under direct
         supervision of Paul G. Begum, the Company's Chairman/CEO.

2.       Term  of  Agreement:  This  Agreement  shall  be  effective  as of  the
         Effective Date and shall have a term of twelve (12) months, thereafter,
         subject to termination in accordance with section 5.

3.       Duties and Restrictions:

         3.1      Duties:  Employee shall perform, on behalf of the Company, all
                  duties and services as directed by his/her  supervisor  and as
                  are customarily  incident to his/her position.  Employee shall
                  devote his/her full time,  effort and attention during regular
                  business  ours to the  business and affairs of the Company and
                  shall  perform  his/her  duties and services  hereunder to the
                  best of his/her ability.  Employee may serve as a director, as
                  a trustee  or in a  similar  position  with one or more  other
                  additional  entities,  provided that such service is consented
                  to in  advance by the  Board.  Any fees or other  compensation
                  received by Employee  for service as a director,  as a trustee
                  or in a similar position with another entity shall be retained
                  by Employee.

         3.2      Confidentiality:  Employee  agrees  to  execute  the  form  of
                  Confidentiality and Non-Compete  Agreement attached as Exhibit
                  A hereto (the  "Confidentiality  Agreement").  Employee hereby
                  represents  to the Company that he/she has  complied  with all
                  obligations  under  the  Confidentiality  Agreement  and  will
                  continue to abide by its terms. He/She further agrees that the
                  provisions of the Confidentiality  Agreement shall survive any
                  termination  of this  Agreement of his/her  employment  by the
                  company.

4.       Compensation:  For the duties and  services to be performed by Employee
         hereunder, the Company shall pay Employee and Employee agrees to accept
         the salary and other benefits described below in this Section 4.

4.1 Salary: Employee shall receive a base salary of $150,000 per year (the "Base Salary"), payable at such times as the other Employees of the Company are paid.

4.2 Bonuses: Employee shall be eligible to earn performances bonuses as determined by the Board or its compensation committee, in its sole discretion.

4.3 Employee Benefits: Employee shall be entitled to participate, to the extent he/she is eligible under the terms and conditions thereof, in any hospitalization of medical insurance plans, life insurance plans, retirement plans or other employee benefits plans which are generally available to employees of the Company. The Company shall be under no obligation to institute or continue the existence of any employee benefit plan described herein and may from time to time amend, modify or terminate any such employee benefit plan.

4.4 Reimbursement of Expenses: Employee shall be authorized to incur and shall be reimbursed by the Company for reasonable expenses, provided that such expenses are substantiated in accordance with Company policics.

4.5 Stock Options: Employee is to be granted 100,000 shares of common stock, to vest quarterly over twelve (12) months. The vestment schedule to be as follows: 25,000 shares on August 1, 2000; 25,000 on November 1, 2000; 25,000 on February 1, 2001; 25,000 on May 1, 2000. Strike price to be based on the weighted average of the market price the week of July 2000. In the event the Company is purchased/acquired, all outstanding shares vest immediately.

5. Termination and Termination Payments and Rights:

5.1 Employee has the right to terminate his employment by the Company upon not less than one (1) month prior written notice to the Company. In the event of such elections, Employee's employment shall terminate effective upon the date set forth in such notice. In such event, the Company shall pay Employee all compensation (including Base Salary, as well as any bonus that has been earned on or prior to the date of termination) due him/her to the date of termination.

5.2 The Company shall have the right to terminate Employee's employment without Cause (as defined below) upon not less than one (1) month prior written notice to Employee. If(i) the Company shall terminate the Employee's employment without Cause, or (ii) Employee shall terminate his/her employment for Good Reason (as defined below), the Company. shall pay Employee all compensation (including any bonus that has been earned on or prior to the date of termination) ad benefits due him/her through the date one year following the Effective Date.

5.3 The Company shall have the right to terminate Employee's employment with Cause upon written notice to Employee. In such even, the Company shall pay Employee all compensation (including Base Salary as well as any bonus that has been earned on or prior to the date of termination) due him/her to the date of his/her termination.

5.4 Notwithstanding the preceding provisions of this Section 5, in the event of the Employee's termination of employment by the Company or by the Employee upon, or within one year of, a Change of Control, as hereinafter defined, the Company shall be obligated to pay the Employee that portion of the Base Salary then in effect which shall have accrued to the Employee through and including the date upon which such Change in Control shall become effective, plus an amount equal to Two Hundred Percent (200%) of the Base Salary then in effect. As used in this Section, "change of Control" means any transaction or series of transactions which result in the sale of all or substantially all of the assets of the Company, a merger or consolidation of the Company with or into another entity, any ACQUISITION BY ANY PERSON OR ENTITY OF MORE THAN FIFTY PERCENT (50%) of the issued and outstanding stock of the Company, or the acquisition by any person or entity of debt instruments or equity securities of the Company which may, at any time, be converted into fifty percent (50%) or more of the issued and outstanding stock of the Company.

6. Definitions:

6.1 "Cause" shall mean (A) willful and repeated failure to comply with a lawful written direction of the Employee's supervisor, (B) gross negligence or willful misconduct in the performance of duties to the Company and/or its subsidiaries, (C) commission of any act of fraud with respect to the Company and/or it's subsidiaries, or (D) conviction of a felony or a crime involving moral turpitude causing material harm to the standing and reputation of the Company and/or its subsidiaries, in each case as determined in good faith by the Company's Board of Directors.

6.2 "Good Reason" shall mean the occurrence of any of the following events: (i) change by the Company or its successor of Employee's functions, duties, or responsibilities, which would cause Employee's position to become one of materially less responsibility, importance or scope relative to the business being conducted by the Company (as opposed to any other business conducted by any such successor); (ii) a material reduction by the Company or its successor of Employee's base salary and bonus arrangement in effect; or
(iii) the Company's or its successor's requiring Employee to be based anywhere other than within fifty (50) miles of the greater Salt Lake City area, except for required business travel.

7. Vacation: Employee shall be entitled to vacation annually, to be taken in accordance with the Company's vacation policies for employees, as in effect from time to time.

8. Indemnification: In the event Employee is made, or threatened to be made, a party to any legal action or preceding, whether civil or criminal, by reason of the fact that Employee is or was a director or officer of the Company or serves or served any other corporation fifty percent (50%) or more owned or controlled by the Company in any capacity at Company's request, Employee shall be indemnified by the Company, and the Company shall pay Employee's related expenses when and as incurred, all to the full extent permitted by law.

9. Non-competition Covenant: During the period specified below, Employee hereby agrees that he/she shall not do any of the following without the prior written consent of the Board:

9.1 Compete: Carry on anywhere in the United States any business or activity (whether directly or indirectly, as a partner, shareholder, owner, principal, agent, director, affiliate, employee, advisor or consultant) which is competitive with the business conducted by the company at the time of termination of Employee's employment or which the Company, at or prior to such termination, has considered or contemplated conducting and the Employee is aware of this possibility. Ownership of no more than five percent (S%) of the outstanding voting stock of a publicly traded corporation shall not constitute a violation of this provision.

9.2 Solicit Business: Solicit or influence or attempt to influence any client, customer, or other persons, either directly or indirectly, to direct such client's, customer's or other person's purchase of the Company's products and/or services away from the Company or to any person, firm, corporation, institution, or other entity other than the Company.

9.3 Solicit Personnel.: Solicit any employee of the Company for employment by anyone other than the Company. For purposes of this Section, the term "solicit" shall not include the following activities by Employee: (i) advertising for employment in ANY BULLETIN BOARD (INCLUDING ELECTRONIC BULLETIN BOARDS), NEWSPAPER, trade journal, or other publication available for general distribution to the public;
(ii) participation in any hiring fair or similar event open to the public not targeted at the Company's employees, (iii) use of recruiting or employee search firms that have been instructed by Employee not to target any such employee, and
(iv) negotiating with and/or offering employment to any such employee who initially contact Employee or one of its affiliates or who engages in discussions with Employee or one of its affiliates as a result of any of the activities included in clauses (i)-(iii). Employee may employ any such employee provided that neither it nor any of its affiliates has solicited such employee in contravention of this Section 9.3

9.4 Termination: The covenants set forth in this Section 9 shall be effective commencing as of the date hereof and shall continue for a period of one (I) years following termination of Employee's employment with the Company.

10. SUCCESSORS: ANY SUCCESSOR TO THE COMPANY (WHETHER DIRECT OR INDIRECT AND whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets shall assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. The terms of this Agreement and all of the rights of the parties hereunder shall inure to the benefit of, and be enforceable by, Employee's personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees.

11. Notice: Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or Lent by facsimile or three days after the date when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. Mailed notices to Employee shall be addressed to Employee at the address recorded in Employee's personnel file. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

12. MISCELLANEOUS PROVISIONS:

12.1 WAIVER: NO PROVISION OF THIS AGREEMENT SHALL BE MODIFIED, WAIVED OR DISCHARGED UNLESS THE MODIFICATION, WAIVER OR DISCHARGE IS AGREED TO IN WRITING AND SIGNED BY EMPLOYEES AND BY AN OFFICER OF THE COMPANY (OTHER THAN EMPLOYEE) AUTHORIZED BY THE BOARD TO SIGN SUCH MODIFICATION, WAIVER OR DISCHARGE. NO WAIVER BY EITHER PARTY OR ANY BREACH OF, OR OF COMPLIANCE WITH, ANY CONDITION OR PROVISION OF THIS AGREEMENT BY THE OTHER PARTY SHALL BE CONSIDERED A WAIVER OF ANY OTHER CONDITION OR PROVISION OR OF THE SAME CONDITION OR PROVISION AT ANOTHER TIME.

12.2 ENTIRE AGREEMENT: NO AGREEMENTS, REPRESENTATIONS OR UNDERSTANDING (WHETHER ORAL OR WRITTEN AND WHETHER EXPRESS OR IMPLIED) WHICH ARE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT HAVE BEEN MADE OR ENTERED INTO BY EITHER PARTY WITH RESPECT TO THE SUBJECT MATTER HERETO.

12.3 CHOICE OF LAW: THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF UTAH APPLICABLE TO CONTRACTS WHOLLY MADE AND PERFORMED IN SUCH STATE.

12.4 SEVERABILITY: IF ANY TERM OR PROVISION OF THIS AGREEMENT OR THE APPLICATION THEREOF TO ANY CIRCUMSTANCE SHALL, IN ANY JURISDICTION AND TO ANY EXTENT, BE INVALID OR UNENFORCEABLE, SUCH TERMS OR PROVISION SHALL BE INEFFECTIVE AS TO SUCH JURISDICTION TO THE EXTENT AS SUCH INVALIDITY OR UNENFORCEABILITY WITHOUT INVALIDATING OR RENDERING UNENFORCEABLE THE REMAINING TERMS AND PROVISIONS OF THIS AGREEMENT OR THE APPLICATION OF SUCH TERMS AND PROVISIONS TO CIRCUMSTANCES OTHER THAN THOSE AS TO WHICH IT IS HELD INVALID OR UNENFORCEABLE, AND A SUITABLE AND EQUITABLE TERM OR PROVISION SHALL BE SUBSTITUTED THEREFORE TO CARRY OUT, INSOFAR AS MAY BE VALID AND ENFORCEABLE, THE INTENT AND PURPOSE OF THE INVALID OR UNENFORCEABLE TERM OR PROVISION.

12.5 EMPLOYMENT TAXES: ALL PAYMENTS MADE PURSUANT TO THIS AGREEMENT WILL BE SUBJECT TO WITHHOLDING OF APPLICABLE INCOME AND EMPLOYMENT TAXES.

12.6 ASSIGNMENT OF COMPANY: THE COMPANY MAY ASSIGN ITS RIGHTS UNDER THIS AGREEMENT TO AN AFFILIATE, AND AN AFFILIATE MAY ASSIGN ITS RIGHTS UNDER THIS AGREEMENT TO ANOTHER AFFILIATE OF THE COMPANY OR TO THE COMPANY. IN THE CASE OF ANY SUCH ASSIGNMENT, THE TERM "COMPANY" WHEN USED IN A SECTION OF THIS AGREEMENT SHALL MEAN THE CORPORATION THAT ACTUALLY EMPLOYS EMPLOYEE.

12.7 COUNTERPARTS: THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH OF WHOM SHALL BE DEEMED AN ORIGINAL, BUT ALL OF THIS TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.

13. ARBITRATION OF DISPUTES: ANY CONTROVERSY, DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE BREACH THEREOF, OR THE EMPLOYMENT RELATIONSHIP BETWEEN THE PARTIES WHICH CANNOT BE RESOLVED AMICABLY BY THE PARTIES SHALL BE SETTLED BY ARBITRATION IN SALT LAKE CITY, UTAH, BEFORE A SINGLE ARBITRATOR, IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THIS ARBITRATION SHALL BE BINDING ON THE PARTIES AND THE ARBITRATION DECISION MAY BE ENFORCED IN A COURT OF COMPETENT JURISDICTION IN ACCORDANCE WITH THE LAWS OF THE STATE OF UTAH. THE ONLY EXCEPTION TO THIS PROVISION IS IN PARAGRAPH 14 BELOW, RELATING TO INJUNCTION PROCEEDINGS. THE COMPANY WILL BE RESPONSIBLE FOR THE ARBITRATION COSTS INCURRED IN ARBITRATING ANY SAID DISPUTE, BUT SUCH COSTS SHALL NOT INCLUDE ANY ATTORNEY'S FEES AND RELATED EXPENSES INCURRED BY EMPLOYEE IN THE COURSE OF THE ARBITRATION.

14. INJUNCTIVE RELIEF: EMPLOYEE STIPULATES THAT THE SERVICES TO BE PERFORMED BY HIM/HER UNDER THIS AGREEMENT ARE OF SPECIAL, UNIQUE, UNUSUAL, EXTRAORDINARY, AND INTELLECTUAL CHARACTER, THAT SUCH SERVICES GIVE THIS AGREEMENT PARTICULAR VALUE AND THAT THE LOSS OF SUCH SERVICES CANNOT REASONABLY OR ADEQUATELY BE COMPENSATED IN DAMAGES. ACCORDINGLY, EMPLOYEE AGREES THAT ANY BREACH OF THIS AGREEMENT BY EMPLOYEE WILL ENTITLE THE COMPANY TO INJUNCTIVE OR OTHER EQUITABLE RELIEF TO PREVENT SUCH BREACH, EITHER BEFORE AN ARBITRATOR AS PROVIDED IN PARAGRAPH 13 ABOVE, OR BEFORE ANY COURT HAVING JURISDICTION OVER THE PARTIES.

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE DULY EXECUTED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN:

KLEVER MARKETING, INC.

PAUL G. BEGUM COREY HAMILTON
CHAIRMAN/CEO

SEPARATION AGREEMENT

THIS SEPARATION AGREEMENT ("Agreement") is entered into effective as of the 8th day of January, 2001 (the "Effective Date"), between and among KLEVER MARKETING, INC. (the "Company"), a Delaware corporation, PAUL G. BEGUM ("Begum"), an individual, PSF, INC. ("PSF"), a Utah corporation, and TREE OF STARS, INC. ("Tree of Stars"), a Nevada corporation. The Company, Begum, PSF and Tree of Stars shall sometimes hereinafter be referred to collectively as the "Parties" and individually as a "Party."

WHEREAS, Begum is presently an officer and director of the Company; and

WHEREAS, the Company and Begum entered into a certain Agreement (which Begum and the Company's Board of Directors agree was always intended to be a consulting agreement calling for initial annual base compensation in the amount of $200,004.00) dated effective July 4, 1998 (the "Consulting Agreement"); and

WHEREAS, PSF made a promissory note (the "PSF Note") payable to the Company dated February 1, 2000, in the original principal amount of $191,776.46, accruing interest at 8%, with a 36 month term, and which has a balance owing of approximately $106,000.00 as of the Effective Date; and

WHEREAS, Begum has decided to retire from his officer responsibilities with the Company effective as of the date hereof, upon the terms and conditions set forth herein; and

WHEREAS, the Parties desire to release each other from all claims and potential claims relating to Begum's service to the Company, prior to the Effective Date, upon the terms and conditions set forth herein,

NOW, THEREFORE, in consideration of this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Resignation of Begum; Termination of Consulting Agreement Begum hereby resigns his positions as an officer of the Company, and the Company hereby accepts Begum's resignation, as of the Effective Date. The Parties further terminate the Consulting Agreement in its entirety as of the Effective Date. The Parties acknowledge that this Agreement is not an admission of any fault or wrongdoing by any Party, but rather is intended to resolve and settle the issues contained herein. The parties hereto acknowledge that Begum is not an employee of the Company and, with the exception of the consulting services set forth in
Section 2.E. below, there now exists no agreement between the Company and Begum, PSF, Tree of Stars or any other entity affiliated with Begum that provides for services to be rendered to the Company.

2. Terms and Conditions of Resignation and Termination In consideration of the provisions contained herein, the parties hereby act and agree as follows:

A. The Company shall pay the business expenses charged to Begum's Advanta credit card up to $26,000.00 (any personal expenses on such Advanta credit card shall be paid by Begum). Payment to be made at the minimal extent possible until such time as the Company has funds in excess of its foreseeable needs to pay additional amounts. Any, debt or equity funds received by the Company after the Effective Date as a direct result of Begum's fund raising activities and debt or equity funds received by the Company after the Effective Date in excess of $250,000 from all sources other than the Olsen group to the extent the Company is not restricted from using such funds for this purpose, shall be treated as "funds in excess of its foreseeable needs" for purposes of the payment provided in this subsection and in subsection B, below.

B. The Company shall pay Begum for services rendered as an independent contractor to the Company $20,000.00 as soon as the Company has funds in excess of its foreseeable needs and shall reduce the principal amount owing under the PSF Note by $13,900.00.

C. The Company shall continue to make all lease payments due on the Lexus vehicle that Begum is currently using through the end of the tease term, at which time, Begum will be responsible to either purchase the vehicle personally or return the vehicle pursuant to the lease. To the extent such lease. payments exceed $500 per month (such amount is subject to verification), the Company shall receive a credit towards its payment obligations under Sections 2.A, 2.B or 2.E of this Agreement Begum shall pay all charges or payments required to purchase or turn-in the vehicle at the end of the lease term.

D. The Company shall continue to make all lease payments due on the laptop computer that Begum is currently using through the end of the lease term, at which time, Begum shall comply with the lease with respect to disposition of the laptop computer.

E. The Company hereby engages Begum as an independent consultant, and not as an employee, for a period of seven months following the Effective Date; and shall pay Begum $6,500.00 per month for seven months as a consulting fee with the first payment due on January 31, 2001 and the remaining payments due on or before the last day of each month thereafter until paid in full (i.e., February 28, March 31, April 30, May 31, June 30, and July 31, 2001). The Company and Begum shall mutually agree on the nature and scope of the consulting. services (which shall primarily be comprised of fund raising) that Begum will provide during said seven-month period. The Company hereby agrees to reasonably cooperate with Begum's fund raising activities. Such cooperation will include providing promotional materials and having a Company representative attend fund raising meetings that Begum has arranged.

F. Begum will be personally responsible for his medical insurance premiums effective January 1, 2001. The Company shall cooperate' fully with Begum in making any COBRA insurance coverage that Begum may elect and have available.

G. Begum shall transfer the cellular telephone that he is currently using into his personal name and shall be responsible to pay all charges relating to such telephone from and after January4, 2001.

H. The Company shall reimburse Begum for attorneys' fees and legal expenses that he has personally incurred with Brian Lloyd through January 15, 2001 but only up to a maximum of $3,000.00. Such reimbursement shall be made by the Company upon Begum's submission to the Company of copies of invoices for such fees and expenses.

I. The Company shall continue to reimburse Begum for all travel and related expenses (e.g., travel, lodging, food, etc.) incurred in connection with fundraising activities for the Company so long as such expenses are expressly authorized and approved in writing by the President or CFO of the Company in advance.

J. Begum shall have the right, at any time prior to July 31, 2001, to surrender to the Company and redeem 100,000 shares of the Company's common stock owned by PSF in full satisfaction of all amounts owing under the PSF Note.

3. Effect on Stock Ownership. This Agreement shall not be deemed to have any effect on the Company stock owned by Begum, PSF and Tree of Stars as of the Effective Date. The Company acknowledges that immediately prior to the execution hereof that Begum has been issued stock options pursuant to the Company's Stock Incentive Plan providing for the purchase of the following shares of stock in the Company: 225,000 shares (C) $2.75 and 12,000 shares (C) $2.75, respectively. Said stock options are subject to the terms and conditions of said Stock Incentive Plan. Begum acknowledges that he has no other rights or options under said Stock Incentive Plan.

4. Acknowledgment of Return of Company Records and 'Removal of Personal Property. The Company and Begum acknowledge and agree that Begum has returned to the Company certain Company's records. In the 'event Begum discovers or has any additional company records in his possession or under his control, he shall promptly return such records to the Company. The Company and Begum further acknowledge and agree that Begum has removed, with permission from the Company, a small couch, a large couch, a coffee table, a lamp, 3 prints, a file cabinet and a chair from Begum's Company office.

5. Mutual Releases; Reservation of Rights as to Certain Claims Except as expressly reserved in this Agreement, the Company, Begum, PSF and Tree of Stars, as well as their respective officers, directors and employees; hereby mutually waive, discharge, acquit and release any and all claims, demands, damages, losses, expenses, reimbursements, debts, payments, liabilities, costs and causes of action of every kind, nature and character, that they now have or may have in the future, whether now known or unknown, contingent or liquidated, against each other and all of their respective employees, officers, shareholders, directors, agents, representatives, attorneys, and all other related individuals and entities, in any way resulting from any fact, circumstance, event, happening, omission, or occurrence connected with, related directly or indirectly to, or arising from stock ownership in the Company, the Consulting Agreement, all other agreements providing for services to be provided to the Company, Begum's, PSF's or Tree of Stars' services, if any, as an officer, director, employee and consultant of the Company, and any loan, indebtedness, note or open account of the Company up to and including the Effective Date. The Parties acknowledge and agree that this Section 5 is intended to be, and should be interpreted as, a .broad and general release with respect to the subject matter described herein. Notwithstanding anything contained herein to the contrary, the Company is not releasing Begum, PSF and/or Tree of Stars or their respective officers, directors and employees from any right of contribution, cross claim, claims, demands, damages, losses, expenses, reimbursements, debts, payments, liabilities, costs and causes of action that arise as a result of a claim, demand, damage, loses, expense, payments, liabilities, costs and causes of action by a third party against the Company relating to a sale or transfer of the Company's stock or a securities filing or failure to file a securities filing. In the event Begum, PSF and/or Tree of Stars prevails on such a cross claim or similar claim by the Company, then the Company shall reimburse such prevailing party for all of its costs, including but not limited to its reasonable attorney fees.

Notwithstanding the foregoing, the Company shall be permitted to conduct a due diligence inspection during the period from the Effective Date to February 8, 2001 (the "Inspection Period") for the purpose of identifying any claims that the Company may have against Begum. Begum expressly denies that any such claims exist. The Company shall then notify Begum in writing within 5 days following the expiration of the Inspection Period of any such claims (collectively, the "Excepted Claims"). All such Excepted Claims, to the extent they exceed $5,000 in the aggregate and are timely disclosed in writing as provided herein, shall be excluded from the mutual releases of the Parties provided above, and the Parties shall reserve all of their respective rights, interests, causes of action, remedies and defenses relating to such Excepted Claims.

6. Representations and Warranties. Each Party represents and warrants to the other Parties that such Party has full power and authority to enter into this Agreement and perform such Party's duties and obligations under this Agreement, and that this Agreement is binding upon and enforceable against such Party in accordance with its terms and conditions. Each Party further represents and warrants to the other Parties that the execution, delivery and performance of this Agreement will not violate any document, agreement, law, rule or regulation applicable to or governing such Party. Each Party finally represents and warrants to the other Parties that such Party has had the opportunity to obtain independent accounting, financial and legal advice regarding the advisability of executing, delivering and performing this Agreement. All representations and warranties made by the Parties in this Agreement shall survive the execution, delivery and performance hereof.

7. No Broker; Costs. No broker, finder, or other independent agent has acted, nor will act, for or on behalf of any of the Parties in connection with this Agreement. Except as expressly set forth in Section 2.H. above, the Parties shall each pay their own costs and attorneys' fees associated with the negotiation, drafting and execution of this Agreement.

8. Indemnification. Each Party agrees to indemnify, defend, and hold harmless the other Parties from and against any and all loss, liability, or damage, of any nature, arising out of or due to a breach of any representation, warranty, duty, obligation or undertaking of such Party contained in this Agreement.

9. Default; Remedies. In the event of a breach or default by any Party of any of its representations, warranties, duties, obligations, or covenants hereunder, any affected non-breaching Party shall send written notice of such breach or default to the breaching Party, who shall then have ten (30) days in which to cure such breach or default. In the event that the breaching Party fails to cure the applicable breach or default within such ten (10) day period, the affected non-breaching Party shall be entitled to exercise all remedies available to it, whether by contract at law, or in equity.

10. Confidentiality, Nondisclosure and Nondispargement. The Company agrees to maintain, and to instruct its officers, directors and employees to maintain, the existence and terms of this Agreement confidential and that they shall not disclose its existence or terms to any other person or entity without the prior written consent of Begum, PSF or Tree of Stars, which request will not be unreasonably withheld. Notwithstanding the forgoing, the Company shall be entitled to disclose the existence and terms of this Agreement to its professional advisors, such as lawyers and accountants, and 'potential debt or equity investors on a need to know basis, as well as those various taxing, security and other governmental authorities as the Company reasonably determines shall be necessary pursuant to regulations, administrative rule or other legal requirements of disclosure. The Company shall instruct its current officers, directors and employees that when they, or any of them, receive an inquiry about or in any way relating to Begum's present status with, or his resignation from, the Company, they shall respond to such inquiry by indicating that, Begum has resigned as an officer with the Company, but continues, if applicable in the future, to serve as a member of the Company's Board Of Directors.

11. General Provisions.

A. Notices. All notices consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when: (i) delivered by hand (with written confirmation of receipt), (ii) sent by telecopier (with written confirmation of receipt), provided that a copy is mailed by registered or certified mail, return receipt requested, or (iii) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and telecopier numbers set forth below (or to such other addresses and telecopier numbers as a Party may designate by notice to the other Parties):

(i) If to the Company, to: Klever Marketing. Inc. 350 West Broadway, Suite 201 Salt Lake City, Utah 84101 Attention: Cory Hamilton Telephone:

(801) 322-1221
Facsimile:(801) 322-1230

(ii) If to Begum, PSF or Tree of Stars, to:

c/o Paul G. Begum
P.O. Box 58045
Salt Lake City, Utah 84158

Telephone:
(801) 355-6444
Facsimile:(801) 355-0447

or to such other address or addresses or telecopier numbers as any Party may from time to time designate by notice to the other Parties.

B. Waiver. The rights and remedies of the Parties to this Agreement are cumulative. Neither the failure nor any delay by any Party in exercising any right under this Agreement will operate as a waiver of such right, and no single or partial exercise of any such right will preclude any other or further exercise of such right or the exercise of any other right.

C. Entire Agreement. This Agreement supersedes all prior agreements between the Parties with respect to its specific subject matter set forth herein and constitutes a complete and exclusive statement of the terms of the agreement between the Parties with respect to such subject matter. This Agreement may not be amended except by a written agreement executed by the'Party to be charged with the amendment.

D. Governing Law; Jurisdiction and Venue. The laws of the State of Utah shall govern this Agreement. The courts of Salt Lake County, Utah shall have exclusive jurisdiction and venue with respect to all litigation arising under this Agreement.

E. Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect.

F. Interpretation. No provision of this Agreement will be interpreted in favor of, or against, any of the Parties hereto by reason of the extent to which any such Party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof or thereof.

G. Attorneys' Fees and Expenses in the Event of Breach. In the event of a breach or default by one of the Parties hereunder (the "breaching Party"), such breaching Party shall pay to the other Party or Parties (collectively, the "non-breaching Party") enforcement and collection costs, including . reasonable attorneys' fees and legal expenses, regardless of whether breach is ultimately cured, and regardless of whether formal legal proceedings are commenced. Costs and expenses shall include, but not be limited to: (i) the non-breaching Party's reasonable attorneys' fees and legal expenses, whether or not such expenses are incurred by a salaried employee of the non-Breaching Party, (ii) reasonable attorneys' fees and legal expenses for bankruptcy proceedings including, but not limited to, efforts to modify or vacate any automatic stay or injunction. (iii) reasonable attorneys' fees and legal expenses for appeals to higher courts arising out of legal proceedings to enforce the breaching Party's obligations hereunder, and (iv) any post-judgment collection services.

(the remainder of this page is intentionally blank)

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date above first written.

KLEVER MARKETING, INC.

Attest: /s/ D. Paul Smith                  By:  /s/ Cory A. Hamilton
        8 Jan 2001                         Its: President/CEO

                                           /s/ Paul G. Begum
                                           PAUL G. BEGUM

                                           P.S.F., INC.

                                           By:  /s/ Paul G. Begum
                                           Its: President

                                           TREE OF STARS, INC.

                                           By: /s/ Paul G. Begum
                                           Its:President

STOCK INCENTIVE PLAN

Klever Marketing, Inc., a Delaware corporation, (the "Company") hereby adopts this Stock Incentive Plan (the "Plan"), effective the 1st day of June, 1998, upon the approval of the Plan by the Stockholders of the Company.

1. Purpose. The purpose of this Plan is to enable the Company to attract and retain the services of and provide performance incentives to (1) selected employees, officers and directors of the Company or of any subsidiary of the Company ("Employees") and (2) selected nonemployee agents, consultants, advisors and independent contractors of the Company or any subsidiary.

2. Shares Subject to the Plan. Subject to adjustment as provided below and in paragraph 13, the shares to be offered under the Plan shall consist of the common stock of the Company, par value $.01 per share ("Common Stock"), and the total number of shares of Common Stock that may be issued under the Plan shall not exceed 3,500,000 shares, all of which may be issued pursuant to the exercise of options granted pursuant to the Plan. The shares issued under the Plan may be authorized and unissued shares or reacquired shares or shares acquired in the market. If any award granted under the Plan expires, terminates or is canceled, the unissued shares subject to such award shall again be available under the Plan and if shares which are awarded under the Plan are forfeited to the Company or repurchased by the Company, that number of shares shall again be available under the Plan.

3. Effective Date and Duration of Plan.

(a) Effective Date. The Plan (as amended and restated) shall become effective on the date adopted by the Board of Directors, upon the approval of the Plan by the Stockholders of the Company. Awards may be granted and shares may be awarded or sold under the Plan at any time after the effective date and before termination of the Plan.

(b) Duration. The Plan shall continue in effect for a period of 10 years from the date adopted by the Board of Directors, subject to earlier termination by the Board of Directors. The Board of Directors may suspend or terminate the Plan at any time, except with respect to awards then outstanding under the Plan. Termination shall not affect the terms of any outstanding awards.

4. Administration.

(a) Board of Directors. The Plan shall be administered by the Board of Directors of the Company, which shall determine and designate from time to time the individuals to whom awards shall be made, the amount of the awards and the other terms and conditions of the awards. Subject to the provisions of the Plan, the Board of Directors may from time to time adopt and amend rules and regulations relating to the administration of the Plan, advance the lapse of any waiting period, accelerate any exercise date, waive or modify any restriction applicable to shares (except those restrictions imposed by law) and make all other determinations in the judgment of the Board of Directors necessary or desirable for the administration of the Plan. The interpretation and construction of the provisions of the Plan and related agreements by the Board of Directors shall be final and conclusive. The Board of Directors may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any related agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect, and it shall be the sole and final judge of such expediency.

(b) Committee. The Board of Directors may delegate to a committee of the Board of Directors (the "Committee") any or all authority for administration of the Plan. If authority is delegated to a Committee, all references to the Board of Directors in the Plan shall mean and relate to the Committee except (i) as otherwise provided by the Board of Directors and (ii) that only the Board of Directors may amend or terminate the Plan as provided in paragraphs 3 and 14.

(c) Officer. The Board of Directors or the Committee, as applicable, may delegate to an executive officer of the Company authority to administer those aspects of the Plan that do not involve the designation of individuals to receive awards or decisions concerning the timing, amounts or other terms of awards. No officer to whom administrative authority has been delegated pursuant to this provision may waive or modify any restriction applicable to an award to such officer under the Plan.

5. Types of Awards; Eligibility. The Board of Directors may, from time to time, take the following actions, separately or in combination, under the Plan:
(i) grant Incentive Stock Options, as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), as provided in paragraph 6; (ii) grant options other than Incentive Stock Options ("Non-Statutory Stock Options") as provided in paragraph 6; (iii) award stock as provided in paragraph 7; (iv) sell shares subject to restrictions as provided in paragraph 8; (v) grant stock appreciation rights as provided in paragraph 9; (vi) grant cash bonus rights a provided in paragraph 10; (vii) grant Performance-based Rights as provided in paragraph 11 and (viii) grant foreign qualified awards as provided in paragraph
12. Any such awards may be made to Employees, including Employees who are officers or directors, and to other individuals described in paragraph 1 whom the Board of Directors believes have made or will make an important contribution to the Company or any subsidiary of the Company; provided, however, that only Employees shall be eligible to receive Incentive Stock Options under the Plan. The Board of Directors shall select the individuals to whom awards shall be made and shall specify the action taken with respect to each individual to whom an award is made. Unless otherwise determined by the Board of Directors with respect to an award, each option, stock appreciation right, cash bonus right or performance-based right granted pursuant to the Plan by its terms shall be nonassignable and nontransferable by the recipient, either voluntarily or by operation of law, except by will or by the laws of descent and distribution of the state or country of the recipient's domicile at the time of death. No fractional shares shall be issued in connection with any award. In lieu of any fractional shares, cash may be paid in an amount equal to the value of the fraction or, if the Board of Directors shall determine, the number of shares may be rounded downward to the next whole share.

6. Option Grants. With respect to each option grant, the Board of Directors shall determine the number of shares of Common Stock subject to the option, the option price, the period of the option, the time or times at which the option may be exercised and whether the option is an Incentive Stock Option or a Non-Statutory Stock Option and any other terms of the grant, all of which shall be set forth in an option agreement between the Company and the optionee. In the case of Incentive Stock Options, all terms shall be consistent with the requirements of the Code and applicable regulations. Upon the exercise of an option, the number of shares reserved for issuance under the Plan shall be reduced by the number of shares issued upon exercise of the option less the number of shares surrendered or withheld in connection with the exercise of the option and the number of shares surrounded or withheld to satisfy withholding obligations in accordance with paragraph 17.

7. Stock Awards. The Board of Directors may award shares under the Plan as stock bonuses or otherwise. Shares awarded pursuant to this paragraph shall be subject to the terms, conditions, and restrictions determined by the Board of Directors. The Board of Directors may require the recipient to sign an agreement as a condition of the award, but may not require the recipient to pay any monetary consideration other than amounts necessary to satisfy tax withholding requirements. The agreement may contain any terms, conditions, restrictions, representations and warranties required by the Board of Directors. The certificates representing the shares awarded shall bear any legends required by the Board of Directors. Upon the issuance of a stock award, the number of shares available for issuance under the Plan shall be reduced by the number of shares issued less the number of any shares surrendered to satisfy withholding obligations in accordance with paragraph 17.

8. Purchased Stock. The Board of Directors may issue shares under the Plan for such consideration (including promissory notes and services) as determined by the Board of Directors. Shares issued under the Plan shall be subject to the terms, conditions and restrictions determined by the Board of Directors. All Common Stock issued pursuant to this paragraph 8 shall be subject to a purchase agreement, which shall be executed by the Company and the prospective recipient of the shares prior to the delivery of certificates representing such shares to the recipient. The purchase agreement may contain any terms, conditions, restrictions, representations and warranties required by the Board of Directors. The certificates representing the shares shall bear any legends required by the Board of Directors. Upon the issuance of purchased stock, the number of shares available for issuance under the Plan shall be reduced by the number of shares issued less the number of any shares surrendered to satisfy withholding obligations in accordance with paragraph 17.

9. Stock Appreciation Rights.

(a) Grant. Stock appreciation rights may be granted under the Plan by the Board of Directors, subject to such rules, terms, and conditions as the Board of Directors prescribes.

(b) Exercise. Each stock appreciate right shall entitle the holder, upon exercise, to receive from the Company in exchange therefor an amount equal in value to the excess of the fair market value on the date of grant (or, in the case of a stock appreciation right granted in connection with an option, the excess of the fair market value of one share of Common Stock of the Company over the option price per shares under the option to which the stock appreciation right relates), multiplied by the number of shares covered by the stock appreciation right or the option, or portion thereof, that is surrendered. Payment by the Company upon exercise of a stock appreciation right may be in Common Stock valued at fair market value, in cash, or partly in Common Stock and partly in cash, all as determined by the Board of Directors. The Board of Directors may withdraw any stock appreciation right granted under the Plan at any time and may impose any conditions upon the exercise of a stock appreciation right or adopt rules and regulations from time to time affecting the rights of holders of stock appreciation rights. Such rules and regulations may govern the right to exercise stock appreciation rights granted thereafter. Upon the exercise of a stock appreciation right for shares, the number of shares available for issuance under the Plan shall be reduced by the number of shares issued less the number of any shares surrendered or withheld to satisfy withholding obligations in accordance with paragraph 17. Cash payments of stock appreciation rights shall not reduce the number of shares of Common Stock available for issuance under the Plan.

10. Cash Bonus Rights. The Board of Directors may grant cash bonus rights under the Plan in connection with (i) options granted or previously granted,
(ii) stock appreciation rights granted or previously granted, (iii) stock awarded or previously awarded and (iv) shares sold or previously sold under the Plan. Cash bonus rights will be subject to rules, terms and conditions as the Board of Directors may prescribe. The payment of a cash bonus shall not reduce the number of shares of Common Stock available for issuance under the Plan. A cash bonus right granted in connection with an option will entitle an optionee to a cash bonus when the related option is exercised (or terminates in connection with the exercise of a stock appreciation right related to the option) in whole or in part if, in the sole discretion of the Board of Directors, the bonus right will result in a tax deduction that the Company has sufficient taxable income to use. A cash bonus right granted in connection with a stock award pursuant to paragraph 7 or purchase of stock pursuant to paragraph 8 will entitle the recipient to a cash bonus payable when the stock award is awarded or the shares are purchased or restrictions, if any, to which the stock is subject lapse. If the stock awarded or the shares purchased are subject to restrictions and are repurchased by the Company or forfeited by the holder, the cash bonus right granted in connection with the stock awarded or shares purchased shall terminate and may not be exercised.

11. Performance-based Awards. The Board of Directors may grant awards intended to qualify as performance-based compensation under Section 162(m) of the Code and the regulations thereunder ("Performance-based Awards"). Performance-based Awards shall be denominated at the time of grant either in shares of Common Stock ("Stock Performance Awards") or in dollar amounts ("Dollar Performance Awards"). Payment under a Stock Performance Award or a Dollar Performance Award shall be made, at the discretion of the Board of Directors, subject to the limitations set forth in paragraph 2, in shares of Common Stock ("Performance Shares"), or in cash or any combination thereof. Performance-based Awards shall be subject to the following terms and conditions:

(a) Award Period. The Board of Directors shall determine the period of time for which a Performance-based Award is made (the "Award Period").

(b) Performance Goals and Payment. The Board of Directors shall establish in writing objectives ("Performance Goals") that must be met by the Company or any subsidiary, division or other unit of the Company ("Business Unit") during the Award Period as a condition to payment being made under the Performance-based Award. The Performance Goals for each award shall be one or more targeted levels of performance with respect to one or more of the following objective measures with respect to the Company or any Business Unit: earnings, earnings per share, stock price increases, total shareholder return (stock price increase plus dividends), return on equity, return on assets, return on capital, economic value added, revenues, operating income, cash flows or any of the foregoing (determined according to criteria established by the Board of Directors). The Board of Directors shall also establish the number of Performance Shares or the amount of cash payment to be made under a Performance-based Award if the Performance Goals are met or exceeded, including the fixing of a maximum payment (subject to paragraph 11(d)). The Board of Directors may establish other restrictions to payment under a Performance-based Award, such as a continued employment requirement, in addition to satisfaction of the Performance Goals. Some or all of the Performance Shares may be issued at the time of the award as restricted shares subject to forfeiture in whole or in part if Performance Goals, or if applicable, other restrictions are not satisfied.

(c) Computation of Payment. During or after an Award Period, the performance of the Company or Business Unit, as applicable, during the period shall be measured against the Performance Goals. If the Performance Goals are not met, no payment shall be made under a Performance-based Award. If the Performance Goals are met or exceeded, the Board of Directors shall certify that fact in writing and certify the number of Performance Shares earned or the amount of cash payment to be made under the terms of the Performance-based Award.

(d) Effect on Shares Available. The payment of a Performance-based Award in cash shall not reduce the number of shares of Common Stock available for issuance under the Plan. The number of shares of Common Stock available for issuance under the Plan shall be reduced by the number of shares issued upon payment of an award, less the number of shares surrendered or withheld to satisfy withholding obligations.

12. Foreign Qualified Grants. Awards under the Plan may be granted to such Employees and such other persons described in paragraph 1 residing in foreign jurisdictions as the Board of Directors may determine from time to time. The Board of Directors may adopt such supplements to the Plan as may be necessary to comply with the applicable laws of such foreign jurisdictions and to afford participants favorable treatment under such laws; provided, however, that no award shall be granted under any such supplement with terms that are more beneficial to the participants than the terms permitted by the Plan.

13. Changes in Capital Structure.

(a) Stock Splits; Stock Dividends. If the outstanding Common Stock of the Company is hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any stock split, combination of shares or dividend payable in shares, recapitalization or reclassification, appropriate adjustment shall be made by the Board of Directors in the number and kind of shares available for grants under the Plan. In addition, the Board of Directors shall make appropriate adjustment in the number and kind of shares as to which outstanding options, or portions thereof then unexercised, shall be exercisable, so that the optionee's proportionate interest before and after the occurrence of the event is maintained. Notwithstanding the foregoing, the Board of Directors shall have no obligation to effect any adjustment that would or might result in the issuance of fractional shares, and any fractional shares resulting from any adjustment may be disregarded or provided for in any manner determined by the Board of Directors. Any such adjustments made by Board of Directors shall be conclusive.

(b) Mergers, Reorganizations, Etc. The Board of Directors may include such terms and conditions, including without limitation, provisions relating to acceleration in the event of a change in control, as it deems appropriate in connection with any award under the Plan with respect to a merger, consolidation, plan of exchange, acquisition of property or stock, separation, reorganization or liquidation to which the Company or a subsidiary is a party or a sale or all or substantially all of the Company's assets (each, a "Transaction"). Notwithstanding the foregoing, in the event of a Transaction, the Board of Directors shall, in its sole discretion and to the extent possible under the structure of the Transaction, select one or the following alternatives for treating outstanding Incentive Stock Options or Non-Statutory Stock Options under the Plan:

(i) Outstanding options shall remain in effect in accordance with their terms.

(ii) Outstanding options shall be converted into options to purchase stock in the company that is surviving or acquiring company in the Transaction. The amount, type of securities subject thereto and exercise price of the converted options shall be determined by the Board of Directors of the Company, taking into account the relative values of the companies involved in the Transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be issued to holders of shares of the Company. Unless otherwise determined by the Board of Directors, the converted options shall be vested only to the extent that the vesting requirements relating to options granted hereunder have been satisfied.

(iii) The Board of Directors shall provide a 30-day period prior to the consummation of the Transaction during which outstanding options may be exercised to the extent then exercisable, and upon the expiration of such 30-day period, all unexercised options shall immediately terminate. The Board of Directors may, in its sole discretion, accelerate the exercisability of options so that they are exercisable in full during such 30-day period.

(c) Dissolution of the Company. In the event of the dissolution of the Company, options shall be treated in accordance with paragraph 13(b)(iii).

(d) Rights Issued by Another Corporation. The Board of Directors may also grant options, stock appreciation rights, performance units, stock bonuses and cash bonuses and issue restricted stock under the Plan having terms, conditions and provisions that vary from those specified in this Plan provided that any such awards are granted in substitution for, or in connection with the assumption of, existing options, stock appreciation rights, stock bonuses, cash bonuses, restricted stock and performance units granted, awarded or issued by another corporation and assumed or otherwise agreed to be provided for by the Company pursuant to or by reason of a Transaction.

14. Amendment of Plan. The Board of Directors may at any time, and from time to time, modify or amend the Plan in such respects as it shall deem advisable because of changes in the law while the Plan is in effect or for any other reason. Except as provided in paragraphs 9, 10 and 13, however, no change in an award already granted shall be made without the written consent of the holder of such award.

15. Approvals. The obligations of the Company under the Plan are subject to the approval of state and federal authorities or agencies with jurisdiction in the matter. The Company will use its best efforts to take steps required by state or federal law or applicable regulations, including rules and regulations of the Securities and Exchange Commission and any stock exchange on which the Company's shares may then be listed, in connection with the grants under the Plan. The foregoing notwithstanding, the Company shall not be obligated to issue or deliver Common Stock under the Plan if such issuance or delivery would violate applicable state or federal securities laws.

16. Employment and Service Rights. Nothing in the Plan or any award pursuant to the Plan shall (i) confer upon any Employee any right to be continued in the employment of the Company or any subsidiary or interfere in any way with the right of the Company or any subsidiary by whom such Employee is employed to terminate such Employee's employment at any time, for any reason, with or without cause, or to decrease such Employee's compensation or benefits, or (ii) confer upon any person engaged by the Company any right to be retained or employed by the Company or to the continuation, extension, renewal, or modification of any compensation, contract, or arrangement with or by the Company.

17. Taxes. Each participant who has received an award under the Plan shall, upon notification of the amount due, pay to the Company in cash amounts necessary to satisfy any applicable federal, state and local withholding requirements. If the participant fails to pay the amount demanded, the Company may withhold that amount from other amounts payable by the Company to the participant including salary, subject to applicable law. With the consent of the Board of Directors, a participant may satisfy this withholding obligation, in whole or in part, by having the Company withhold from any shares to be issued that number of shares that would satisfy the amount due or by delivering Common Stock to the Company to satisfy the withholding amount.

18. Rights as a Shareholder. The recipient of any award under the Plan shall have no rights as a shareholder with respect to any Common Stock until the date of issue to the recipient of a stock certificate for such shares. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date occurs prior to the date such stock certificate is issued.

Approved by the Board of Directors: June 1, 1998.

Approved by the Stockholders of the Company: November 13, 1998.

AMENDED AND RESTATED
PROMISSORY NOTE
(Secured)

$1,000,000 U.S. June 27, 2000

This Amended and Restated Promissory Note ("Note") I entered into effective June 27, 2000 and is intended to amend, restate and replace that certain Promissory Note executed by Maker and dated June 27, 2000 in the original principal amount of $860,000, and reflect the fact that the original principal amount owed by Maker as of June 27, 2000 is actually $1,000,000.

This Amended and Restated Promissory Note is secured by that certain Security Agreement between Maker and Holder dated June 27, 2000 and amended effective as of June 27, 2000 to reflect the actual original indebtedness under the Note to be $1,000,000.

Now therefor: For value received, Klever Marketing, Inc. a Delaware corporation ("Maker*), promises to pay to Presidio Investments, LLC, an Arizona limited partnership ("Holder"), or order, at 1850 N. Central Avenue, Suite 500, Phoenix, Arizona 85004, Attention: William J. Howard, Esq., or such other place as the holder may from time to time designate in writing, the principal sum of One Million Dollars ($1,000,000 U.S.) (the "Loan Amount"), advanced under this promissory note ("Note") with interest from the date first written above on the unpaid principal balance at the rate of eight percent (8.0%) per annum.

The Loan Amount under this Note shall be due and payable as follows:
Interest is to be paid quarterly with the first payment due on September 30, 2000. Principal and all due and unpaid interest and other amounts due under this Note are to be paid on May 1,2001.

This Note may be prepaid in whole or in part at the option of Maker, without penalty, provided, however, that such prepayment shall be first applied to interest accrued to the date of prepayment and then to principal.

Maker acknowledges that late payment to Holder will cause Holder to incur costs not contemplated by this Note, the exact amount of such costs being difficult and impracticable to assess. Such costs include, without limitation, processing and accounting charges. Therefore, in the event any payment or portion thereof due upon this Note is not paid within five (5) days after its due date, the Maker agrees to pay the holder hereof, in addition to the delinquent installment and any accrued Interest thereon, a late charge equal to five percent (5%) of the delinquent amount. The parties agree that this late charge represents a fair and reasonable estimate of the costs that the holder hereof will incur by reason dr such late payment.

Each payment tendered hereunder shall be credited first on interest then due; the remainder on principal; and the interest thereon shall cease upon principal so credited. Should default be made on payment of any installment of principal or interest, the whole sum of principal and interest shall, at the option of the holder of this Note become immediately due. Principal and interest shall be payable in lawful money of the United States.

The occurrence of any of the following events shall constitute an event of default hereunder, and If not cured within ten (10) days, shall entitled Holder, at his option, without notice or demand to Maker to declare the entire indebtedness due and payable at once and in full:

1. Any default in the payment of any installment of principal or interest due on this Note as herein above provide

2. Any failure by Maker to perform each and every material condition, covenant and agreement to be performed by it in accordance with the terms of this Note, or the failure by it to perform any material condition, covenant, or agreement now or hereinafter agreed by it to be performed in connection with the payment of the indebtedness evidenced by this Note, or in any agreement securing or collateralizing the payment of the indebtedness evidenced by this Note.

3. Any event of insolvency of. general assignment for the benefit of creditors by, judgment against, the appointment of a receiver or trustee with respect to or petition of bankruptcy by or against any party liable hereunder orunder any agreement securing or collateralizing the payment of the indebtedness evidenced by this Note.

4. Default In the payment of any other indebtedness due Holder or the default in the performance of any other obligation to the holder hereof by the Maker or any other party liable for the payment hereof, whether as endorser, guarantor, surety or otherwise.

Failure of Holder of this Note to declare such indebtedness to be due shall not constitute a waiver of the right to later declare the entire indebtedness to be at once due and payable.

Maker hereby waives as to this debt, or any renewal thereof, all rights of exemption under the laws of Arizona as to personal property it agrees to pay all costs of collection or securing or attempting to collect or secure this Note, including reasonable attorneys' fees, whether the same be collected or secured by any attorney consulted with reference to a lawsuit or otherwise. Maker of this Note waives protest, notice of protest, suit and all other. requirements necessary to hold it liable hereunder, and it agrees that time of payment may be extended or a renewal note taken or the security substituted or released in whole or in part or other indulgence granted without notice of, or consent to, such action, without release of liability of any such party.

As security for the repayment of this Note the Makers have executed a Security Agreement of even date.

Maker has caused this Note to be executed, and is effective as of the date first above written in Maricopa County, Arizona.

"Maker*

KLEVER MARKETING, INC.

By: _________________________________

Its:

STATE OF Utah ) )ss. COUNTY OF Salt Lake).

The foregoing instrument was acknowledged before me this 3rd day of November, 2000, by Corey Hamilton, in his capacity as President of Klever Marketing, Inc. on behalf of such corporation.

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Effective Date                        County and State of Transaction
                                      Maricopa County, Arizona
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Klever Marketing, Inc.                Presidio Investments, LLC
350 West 300 South, Suite 201         1850 North Central Avenue
Salt Lake City, Utah 84101            Phoenix, Arizona 85004
Attn:  Paul 0. Begum                  Attn: William J. Howard
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Assignee of Secured Party             Record Owner of Real Property, if Not
(Name, Address and Zip Code)          Debtor (Name, Address and Zip Code)
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Counties Where Collateral is Located O Products of Collateral are also covered

If collateral is timber to be cut, crops growing or to be grown, minerals or the like, accounts to be financed at the wellhead or minehead of the well or mine, or goods which are or are to become fixtures, the real property to which these are affixed or concerned is legally described.

This financing statement is to be filed in the office where a mortgage on the real property would be recorded. This Financing Statement is filed or recorded without Debtor's signature to perfect a security interest in collateral which:

Is already subject to a security interest in another jurisdiction when it was brought into the state or which Debtor changed location to this State;

Are proceeds of the original collateral described above In which a security interest was perfected;

Is no longer effective due to lapse of the original filing;

Was acquired four months or less after Debtor has changed its name, identity or corporate structure.

DEBTOR:                                           SECURED PARTY:
KLEVER MARKETING, INC.                            PRESIDIO INVESTMENTS, LLC

By:__________________________________       By: _______________________________

Its: ________________________________       Its: ______________________________

                                    EXHIBIT A


Debtor: Klever Marketing, Inc.
Secured Party: Presidio Investments, LLC

The Collateral includes, and Debtor hereby grants to Secured Party a security interest in and to all of Debtor*s right, title and interest in the following described property (and types of property) both presently existing and hereafter acquired or owing:

(1) Inventory, including wIthout limitation, all of Debtor*s inventory, raw materials, work In process, finished goods, parts, goods held on consignment, retuffled goods or Inventouy, goods held for sale or lease or fUrnished or to be furnished, under contracts of sendce In which the Debtor now has or hereafter acquires any right and all additions, substitutions and replacements thereof wherever located togethei with all goods and materials usedo or usable in manufacturing, processing, packaging or shipping same equipment

(2) Accounts, including without limitation, shall mean all accounts, accounts receivable, contract aights, notes, drafts, acceptances, instruments, chattel paper, other chases in action, general Intangibles, and any right to payment for goods sold or leased oi for services rendered, whether or not evidenced by an instrument or chattel paper, and whether or not it has been earned by performance and all merchandise represented by Accounts and all such merchandise that may be reclaimed or repossessed from or returned by account debtors, all Debtors rights as an unpaid vendor or honor including stoppage in transit, repleviri or reclamation, and any other of Debtor*s property held by Secured Party or by others for Secured Party*s account, including balances standing to Debtors credit on Secured Party*s books and shall include aN claims for tax refund, whether now existing or hereafter arising, of Debtors against any city, county, state or federal government of any agency, authortty or subdivision thereof.

(3) Equipment, including, without limitation, all of Debtor*s furniture, fixtures, machinery, parts, accessories, improvements, replacements, substitutions which are used by or useful to the Debtor in the operation and management of its business.

(4) The proceeds (including insurance proceeds) of any and all of the foregoing Collateral.

(5) All ledgers, books of account and records of Debtor relating to any and all of the foregoing.

First Amendment to Security Agreement

Klever Marketing, Inc., a Delaware corporation, as Debtor, Investments, LLC, as Secured Party under that certain Security Agreement dated June 21, 2000, hereby amend the Agreement as follows: and Presidio

1. The amount of the indebtedness secured by the Agreement is increased to $1,000,000 plus accrued and unpaid interest and other thames evidenced by that certain Amended and Restated Promissory Note effective as of June 27, 2000 and in the original principal amount of $1,000,000.

2. Debtor agrees to execute amended UCC-1 financing statements for filing in the states of Utah and California.

IN WITNESS WHEREOF, this First Amendment to Security Agreement has been executed by the parties, effective as of June 27, 2000.

DEBTOR:                                    SECURED PARTY:

KLEVER MARKETING, INC.                     Presidio Investments, LLC


By: __________________________             By: _______________________________

Its: __________________________            Its: ______________________________