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.