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.


<PAGE>



     3.  POSITION,  DUTIES  AND  LOYALTY.  Employee  shall  assume the office of
President  and Chief  Operating  0fficer  of  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.




<PAGE>



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



<PAGE>



              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. 1998
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

                                                               - 4 -




<PAGE>



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).

                                                               - 5 -




<PAGE>



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:

                                                               - 6 -



<PAGE>



Employee may  exercise the  Additional  Option to purchase  twenty-five  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  "Transaction  of the
Employer (as defined in the Plan),  or, (ii) in the 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

                                                                - 7



<PAGE>





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 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, 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 five  (5)  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

                                                               - 8 -




<PAGE>



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.

                                                               - 9 -






<PAGE>



         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.

                                                               - 10 -





<PAGE>



         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.

                                                               - 11 -




<PAGE>



         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,

                                                               - 12 -





<PAGE>



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

                                                               - 13 -


                                [GRAPHIC OMITTED]



<PAGE>



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

                                                               - 14 -





<PAGE>



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]

                                                               - 5 -





<PAGE>



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

                                                               - 16 -





<PAGE>



                                    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 -
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<PAGE>






                                                            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.