EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT IS ENTERED INTO AND EFFECTIVE THE 24TH day of
July,  2000 "the  "Effective  Date") by and between  Klever  Marketing,  Inc., a
Delaware Corporation (the "Company") and Corey Hamilton, (the "Employee").

                                   WITNESSETH:

         WHEREAS,  the Company and Employee desire to enter into an agreement to
set forth certain of the terms and  conditions  of Employee's  employment as the
President of the Company,

         NOW,  THEREFORE,  in consideration of the mutual covenants  hereinafter
contained, the parties hereto agree as follows:

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