INTERCREDITOR AGREEMENT


         THIS  INTERCREDITOR  AGREEMENT dated as of August 27, 2001 by and among
    Seabury Investors III, Limited  Partnership,  located at 2 Stamford Landing,
    Ste. 220,  Stamford,  Connecticut 06902  ("Seabury"),  The Olson Foundation,
    located  at   _____________________________________________________________,
    ("Olson Foundation"),  and Presidio Investments,  LLC, located at 3200 North
    Central, Suite 1560, Phoenix, Arizona 85012 ("Presidio";  Presidio, Seabury,
    and Olson Foundation hereinafter collectively the "Senior Lenders")

                  WHEREAS, Klever Marketing,  Inc. (the "Company"),  is indebted
to Presidio (the "Presidio Indebtedness") pursuant to a promissory note executed
in the principal amount of $1,500,000 as of June 21, 2000; and
                  WHEREAS,  Presidio has perfected a security interest in and to
the  assets  of  the  Company  (the  "Collateral")   pursuant  to  the  Presidio
Indebtedness;
                  WHEREAS, Seabury and Olson Foundation are now prepared to loan
further  amounts  to  the  Company  on a  secured  basis,  provided  that  their
respective  security  interests in and to the  Collateral are deemed to be as of
the same right and time and pari passu with the security interest granted to and
held by Presidio;
                  NOW,   THEREFORE,   in  order  to  induce  Seabury  and  Olson
Foundation to extend or to continue to extend  credit,  make loans,  advances or
other financial accommodations to the Company (collectively, "New Funding"), and
in consideration thereof, the parties hereto agree as follows.
                  1. Nature of Interest.  The security  interests of each of the
Senior  Lenders in and to the  Collateral  shall be ratably equal and pari passu
and none  shall  have a priority  over the  other,  irrespective  of the date of
perfection  and  creation  of the  security  interest.  Regarding  the  Presidio
Indebtedness,   Presidio  agrees  to  cause  the  Second  Amended  and  Restated
Convertible Promissory Note dated June 21, 2000, and any renewal,  substitute or
replacement  note to be legended to indicate that it is subject to the terms and
conditions of this  Intercreditor  Agreement.  Presidio agrees to cooperate with
the other  Senior  Lenders  and take all  necessary  actions to ensure  that its
Uniform Commercial Code financing  statements are amended to reflect the subject
matter of this  Intercreditor  Agreement.  The indebtedness  owed to each of the
Senior  Lenders is  sometimes  referred  to herein  collectively  as the "Senior
Indebtedness."  Each party hereto  covenants to execute and deliver such further
instruments and to take such further action in order to carry out the provisions
and intent of this Intercreditor Agreement.
                    2. Consent  Required.  (a) Without the prior written consent
of the other Senior Lenders,  none of Presidio,  Olson Foundation or Seabury (i)
shall assign,  transfer,  hypothecate or dispose of any or all of its respective
loan to the Company,  including  the New Funding and the Presidio  Indebtedness,
nor (ii) shall amend,  modify or alter any agreement  relating to its respective
loan to the Company, nor (iii) shall ask for, demand, take or require prepayment
of their respective loan to the Company, in whole or in part.
                  (b) As long as all or any  portion of the Senior  Indebtedness
remains  outstanding,  unpaid or unsatisfied,  Presidio,  Olson Foundation,  and
Seabury  agree that they shall  refrain  from  taking any  unilateral  action to
foreclose upon, take possession of,  liquidate or otherwise  proceed against the
Collateral.  Upon the  occurrence of an event of default under any of the Senior
Indebtedness, none of the Senior Lenders shall take any action towards enforcing
any loan  document or institute,  appear in or defend any action,  suit or other
proceeding in connection  therewith  without  receiving the consent of the other
Senior Lenders.
                  3. Distribution of Assets. Each Senior Lender agrees that upon
any  distribution  of the assets or readjustment of indebtedness of the Company,
whether by reason of liquidation,  dissolution,  bankruptcy,  reorganization, or
receivership, each Senior Lender shall be entitled to receive payment in full of
any and all of the indebtedness then owing to such Senior Lender by the Company,
on a ratably  equal and pari passu basis with each of the other Senior  Lenders,
irrespective of the time of perfection or creation of any security  interests or
liens in the Collateral on behalf of any Senior Lender.  In order to enable each
Senior  Lender to enforce  such Senior  Lender's  rights  hereunder  in any such
action or proceeding,  each Senior Lender is hereby  irrevocably  authorized and
empowered  in such  Senior  Lender's  discretion  to make such  proofs or claims
against the Company on account of the respective indebtedness , and to vote such
proofs or claims in any such proceedings, and to receive and collect on an equal
ratable  basis any and all  dividends or other  payments or  disbursements  made
thereon in  whatever  form the same may be paid or issued,  and to apply same on
account of any Senior Indebtedness.
                  4.  Records.  The Company and  Presidio  severally  agree that
proper notations will be made in their  respective books and records  indicating
that the Presidio  Indebtedness and the other Senior  Indebtedness is subject to
this  Intercreditor  Agreement.  All notes or other  evidences  of  indebtedness
accepted by Presidio from the Company shall contain a specific statement therein
that the  indebtedness  thereby  evidenced is subject to the  provisions of this
Intercreditor Agreement.
                  5. Waiver.  No waiver shall be deemed to have been made by any
Senior Lender of any of its respective rights hereunder unless the same shall be
in writing and duly signed by its respective duly  authorized  officers and each
waiver,  if any,  shall be a waiver only with respect to the  specific  instance
involved  and shall in no way impair the rights of the other  Senior  Lenders in
any  respect at any time,  and shall not  impair  the future  rights of a Senior
Lender in any respect.  No executory  agreement  shall be effective to change or
modify or discharge in whole or in part, this  Intercreditor  Agreement,  unless
such  executory  agreement is in writing and duly signed by the duly  authorized
officers  of all of the parties  constituting  the Senior  Lenders.  The Company
waives a trial by jury and the right to interpose any  counterclaim or offset of
any nature or description  in any  litigation  arising out of or relating to the
Senior Indebtedness or this Intercreditor Agreement.
                  6. Successors.  This Intercreditor  Agreement shall be binding
upon and inure to the benefit of and be  enforceable  by the  respective  heirs,
administrators, successors and assigns of the parties hereto. The term "Company"
as used in this  Agreement  shall  include  (a)  any  successor,  individual  or
individuals or corporation  to which all or  substantially  all of the Company's
business or assets shall have been  transferred;  and (b) any other  corporation
into or with which the Company shall have been merged, consolidated, reorganized
or absorbed.
                  7. Term.  This  Intercreditor  Agreement  shall remain in full
force and  effect so long as the  Company  is  indebted  or liable to any of the
Senior Lenders.
                  8.  Miscellaneous.  The use of terms in the singular or plural
shall  be  regarded  as  singular  or  plural,   as  the  text  requires.   This
Intercreditor  Agreement  shall be governed by and construed in accordance  with
the laws of the State of New York. This Intercreditor  Agreement may be executed
in any number of  counterparts  and by the different  parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall  together  constitute  one and the same  instrument.  The
headings of the several  sections of this  Intercreditor  Agreement are inserted
for convenience only and shall not in any way affect the meaning or construction
of any  provision  of this  Intercreditor  Agreement.  If any  provision of this
Intercreditor  Agreement is inconsistent  with, or contrary to, any provision in
any  of  the  Senior  Indebtedness  loan  documents,   the  provisions  in  this
Intercreditor   Agreement  shall  be  controlling,   and  shall  supersede  such
inconsistent  provision  to the  extent  necessary  to give  full  effect to all
provisions  contained  in  this  Intercreditor  Agreement.   This  Intercreditor
Agreement may be amended,  changed,  waived,  discharged or terminated  with the
written consent of each of the Senior Lenders.
                  IN WITNESS WHEREOF, the parties have caused this Intercreditor
Agreement to be executed as of the day and year first above written.

                  SEABURY INVESTORS III, LIMITED PARTNERSHIP
                  By: Seabury Partners III, Limited Partnership, general partner

                  By:____________________________________________
                     John E. Luth, general partner

                  THE OLSON FOUNDATION

                  By:____________________________________________
                     Michael Mills, Trustee


                  PRESIDIO INVESTMENTS, LLC

                  By:_________________________________
                     William J. Howard
                     Its:________________________________

                  We are familiar with the Intercreditor Agreement recited above
and hereby assent to the terms and conditions thereof.
Dated: August 27, 2001
                                            KLEVER MARKETING, INC.
                                            By:_________________________________
                                                   Corey Hamilton
                                            Its:  Chief Executive Officer