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

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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).

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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:

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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

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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

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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.

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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.

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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.

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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,

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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

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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

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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]

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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

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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


-17 -




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
adjustment hereunder.