EXHIBIT 3.02
                          Klever Marketing, Inc.

                                * * * * * *
                                  BY-LAWS 
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Article I
Offices

     Section 1.     The registered office shall be in the City of Wilmington, 
County of New Castle, State of Delaware.

     Section 2.     The Corporation may also have offices at such other places 
both within and without the State of Delaware as the board of directors may 
from time to time determine or the business of the Corporation may require.


Article II
Meetings of Stockholders

     Section 1.     All meetings of the stockholders for the election of 
directors shall be held in the City of Salt Lake City, State of Utah, at such 
place as may be fixed from time to time by the board of directors, or at such 
other place either within or without the State of Delaware as shall be 
designated from time to time by the board of directors and stated in the 
notice of the meeting.  Meetings of stockholders for any other purpose may be 
held at such time and place, within or without the State of Delaware, as shall 
be stated in the notice of the meeting or in a duly executed waiver of notice 
thereof.

     Section 2.     Annual meetings of stockholders, commencing with the year 
1991, shall be held on the third Thursday of October if not a legal holiday, 
and if a legal holiday, then on the next secular day following, at 10 A.M., or 
at such other date and time as shall be designated from time to time by the 
board of directors and stated in the notice of the meeting, at which they 
shall elect by a plurality vote board of directors, and transact such other 
business as may properly be brought before the meeting.

     Section 3.     Written notice of the annual meeting stating the place, 
date and hour of the meeting shall be given to each stockholder entitled to 
vote at such meeting not less than ten nor more than sixty days before the 
date of the meeting.

     Section 4.     The officer who has charge of the stock ledger of the 
Corporation shall prepare and make, at least ten days before every meeting of 
stockholders, a complete list of the stockholders entitled to vote at the 
meeting, arranged in alphabetical order, and showing the address of each 
stockholder and the number of shares registered in the name of each 
stockholder.  Such list shall be open to examination of any stockholder, for 
any purpose germane to the meeting, during ordinary business hours, for a 
period of at least ten days prior to the meeting, either at a place within the 
city where the meeting is to be held, which place shall be specified in the 
notice of the meeting, or, if not so specified, at the place where the meeting 
is to be held.  The list shall also be produced and kept at the time and place 
of the meeting during the whole time thereof, and may be inspected by any 
stockholder who is present.

     Section 5.     Special meetings of the stockholders, for any purpose or 
purposes, unless otherwise prescribed by statute or by the certificate of 
incorporation, may be called by the president and shall be called by the 
president or secretary at the request in writing of a majority of the board of 
directors, or at the request in writing of stockholders owning a majority in 
amount of the entire capital stock of the Corporation issued and outstanding 
and entitled to vote.  Such request shall state the purpose or purposes of the 
proposed meeting.

     Section 6.     Written notice of a special meeting stating the place, 
date and hour of the meeting and the purpose or purposes for which the meeting 
is called, shall be given not less than ten nor more than sixty day before the 
date of the meeting, to each stockholder entitled to vote a such meeting.

     Section 7.     Business transacted at any special meeting of stockholders 
shall be limited to the purposes stated in the notice.

     Section 8.     The holders of a majority of the stock issued and 
outstanding and entitled to vote thereat, present in person or represented by 
proxy, shall constitute a quorum at all meetings of the stockholder for the 
transaction of business except as otherwise provided by statute or by the 
certificate of incorporation.  If, however, such quorum shall not be present 
or represented at  any meeting of the stockholders, the stockholders entitled 
to vote thereat, present in person or represented by proxy, shall have power 
to adjourn the meeting from time to time, without notice other than 
announcement at the meeting, until a quorum shall be present or represented.  
At such adjourned meeting at which a quorum shall be present or represented 
any business may be transacted which might have been transacted at the meeting 
as originally notified.  If the adjournment is for more than thirty days, or 
if after the adjournment a new record date is fixed for the adjourned meeting, 
a notice of the adjourned meeting shall be given to each stockholder of record 
entitled to vote at the meeting.

     Section 9.     When a quorum is present at any meeting, the vote of the 
holders of a majority of the stock having voting power present in person or 
represented by proxy shall decide any question brought before such meeting, 
unless the question is one upon which by express provision of the statutes or 
of the certificate of incorporation, a different vote is required in which 
case such express provision shall govern and control the decision of such 
question.

     Section 10.     Unless otherwise provided in the certificate of 
incorporation, each stockholder shall at every meeting of the stockholders be 
entitled to one vote in person or by proxy for each share of the capital stock 
having voting power held by such stockholder, but no proxy shall be voted on 
after three years from its date, unless the proxy provides for a longer 
period.

     Section 11.     Unless otherwise provided in the certificate of 
incorporation, any action required to be taken at any annual or special 
meeting of stockholders of the Corporation, or any action which may be taken 
at any annual or special meeting of such stockholders, may be taken without a 
meeting, without prior notice and without a vote, if a consent in writing, 
setting forth the action so taken, shall be signed by the holders of 
outstanding stock having not less than the minimum number of votes that would 
be necessary to authorize or take such action at a meeting at which all shares 
entitled to vote thereon were present and voted.  Prompt notice of the taking 
of the corporate action without a meeting by less than unanimous written 
consent shall be given to those stockholders who have not consented in 
writing.



Article III
Directors

     Section 1.     The number of directors which shall constitute the whole 
board shall be not less than three nor more than nine.   The first board shall 
consist of three directors.  Thereafter, within the limits above specified, 
the number of directors shall be determined by resolution of the board of 
directors or by the stockholders at the annual meeting.  The directors shall 
be elected at the annual meeting of the stockholders, except as provided in 
Section 2 of this Article, and each director elected shall hold office until 
his successor is elected and qualified.  Directors need not be stockholders.

     
     Section 2.     Vacancies and newly created directorships resulting from 
any increase in the authorized number of directors may be filled by a majority 
of the directors then in office, though less than a quorum, or by a sole 
remaining director, and the directors so chosen shall hold office until the 
next annual election and until their successors are duly elected and shall 
qualify, unless sooner displaced.  If there are no directors in office, then 
an election of  directors may be held in the manner provided by statute.  If 
at the time of filling any vacancy or any newly created directorship, the 
directors then in office shall constitute less than a majority of the whole 
board (as constituted immediately prior to any such increase), the Court of 
Chancery may, upon application of any stockholder or stockholders holding at 
least ten percent of the total number of the shares at the time outstanding 
having the right to vote for such directors, summarily order an election to be 
held to fill any such vacancies or newly created directorships, or to replace 
the directors chosen by the directors then in office.

     Section 3.     The business of the Corporation shall be managed by or 
under the direction of its board of directors which may exercise all such 
powers of the Corporation and do all such lawful acts and things as are not by 
statute or by the certificate of incorporation or by these by-laws directed or 
required to be exercised or done by the stockholders.


     Section 4.       Meeting of the Board of Directors:  The board of 
directors of the Corporation may hold meetings, both regular and special, 
either within or without the State of Delaware.

     Section 5.     The first meeting of each newly elected board of directors 
shall be held at such time and place as shall be fixed by the vote of the 
stockholders at the annual meeting and no notice of such meeting shall be 
necessary to the newly elected directors in order legally to constitute the 
meeting, provided a quorum shall be present.  In the event of the failure of 
the stockholders to fix the time or place of such first meeting of the newly 
elected board of directors, or in the event such meeting is not held at the 
time and place so fixed by the stockholders, the meeting may be held at such 
time and place as shall be specified in a notice given as hereinafter provided 
for special meetings of the board of director, or as shall be specified in a 
written waiver signed by all of the directors. 

     Section 6.     Regular meetings of the board of directors may be held 
without notice at such time and at such place as shall from time to time be 
determined by the board.

     Section 7.     Special meetings of the board may be called by the 
president on notice to each director, either personally or by mail or by 
telegram; special meetings shall be called by the president or secretary in 
like manner and on like notice on the written request of two directors unless 
the board consists of only one director; in which case special meetings shall 
be called by the president or secretary in like manner and on like notice on 
the written request of the sole director.

     Section 8.     At all meetings of the board a majority of the directors 
shall constitute a quorum for the transaction of business and the act of a 
majority of the directors present at any meeting at which there is a quorum 
shall be the act of the board of directors, except as may be otherwise 
specifically provided by statute or by the certificate of incorporation.  If a 
quorum shall  not be present at any meeting of the board of directors the 
directors present thereat may adjourn the meeting from time to time, without 
notice other than announcement at the meeting, until a quorum shall be 
present.  

     Section 9.     Unless otherwise restricted by the certificate of 
incorporation or these by-laws, any action required or permitted to be taken 
at any meeting of the board of directors or of any committee thereof may be 
taken without a meeting, if all members of the board or committee, as the case 
may be, consent thereto in writing, and the writing or writings are filed with 
the minutes of proceedings of the board or committee.

     Section 10.     Unless otherwise restricted by the certificate of 
incorporation or these by-laws, members of the board of directors, or any 
committee designated by the board of directors, may participate in a meeting 
of the board of directors, or any committee, by means conference telephone or 
similar communications equipment by means of which all person participating in 
the meeting can hear each other, and such participation in a meeting shall 
constitute presence in person at the meeting.

     Section 11.  Resignations:  Any officer may resign at any time by 
delivering a written resignation to the board of directors, the president, or 
the secretary.  Unless otherwise specified therein, such resignation shall 
take effect on delivery.

Section 12.  Committees of Directors:  The board of directors may, by 
resolution passed by a majority of the whole board, designate one or more 
committees, each committee to consist of one or more of the directors of the 
Corporation .  The board may designate one or more directors as alternate 
members of any committee, who may replace any absent or disqualified member at 
any meeting of the committee.

     In the absence or disqualification of a member of a committee, the member 
or members thereof present at any meeting and not disqualified from voting, 
whether or not he or they constitute a quorum, may unanimously appoint another 
member of the board of directors to act at the meeting in the place of any 
such absent or disqualified member.

     Any such committee, to the extent provided in the resolution of the board 
of directors, shall have and may exercise all the powers and authority of the 
board of directors in the management of the business and affairs of the 
corporation, and may authorize the seal of the Corporation to be affixed to 
all papers which may require it; but no such committee shall have the power or 
authority in reference to amending the certificate of incorporation, (except 
that a committee may, to the extent authorized in the resolution or 
resolutions providing for the issuance of shares of stock adopted by the board 
of directors as provided in Section 151(a) fix any of the preferences or 
rights of such shares relating to dividends, redemption, dissolution, any 
distribution of assets of the Corporation or the conversion into, or the 
exchange of such shares for, share of any other class or classes or any other 
series of the same or any other class or classes of stock of the Corporation) 
adopting an agreement of merger or consolidation, recommending to the 
stockholders the sale, lease or exchange of all substantially all of the 
Corporation's property and assets, recommending to the stockholders a 
dissolution of the Corporation or a revocation of a dissolution, or amending 
the by-laws of the Corporation; and, unless the resolution or the certificate 
of incorporation expressly so provide, no such committee shall have the power 
or authority to declare a dividend or to authorize the issuance of stock or to 
adopt a certificate of ownership and merger.  Such committee or committees 
shall have such name or names as may be determined from time to time by 
resolution adopted by the board of directors.

     Section 13.     Each committee shall keep regular minutes of its meetings 
and report the same to the board of directors when required.

     Section 14.  Compensation of Directors:  Unless otherwise restricted by 
the certificate of incorporation or these by-laws, the board of directors 
shall have the authority to fix the compensation of directors.  The directors 
may be paid their expenses, if any, of attendance at each meeting of the board 
of directors and may be paid a fixed sum for attendance at each meeting of the 
board of directors or a stated salary as director.  No such payment shall 
preclude any director from serving the Corporation in any other capacity and 
receiving compensation therefor.  Members of special or standing committees 
may be allowed like compensation for attending committee meetings.

     Section 15.  Removal of Directors:  Unless otherwise restricted by the 
certificate of incorporation or by law, any director or the entire board of 
directors may be removed, with or without cause, by the holders of a majority 
of share entitled to vote at an election of directors.     


Article IV
Notices

     Section 1.     Whenever, under the provisions of the statutes or of the 
certificate of  incorporation or of these by-laws, notice is required to be 
given to any director or stockholder, it shall not be construed to mean 
personal notice, but such notice may be given in writing, by mail, addressed 
to such director or stockholder, at his address as it appears on the records 
of the Corporation, with postage thereon prepaid, and such notice shall be 
deemed to be given at the time when the same shall be deposited in the United 
State mail.  Notice to directors may also be given by telegram.

     Section 2.     Whenever any notice is required to be given under the 
provisions of the statutes or of the certificate of incorporation or of these 
by-laws, a waiver thereof in writing, signed by the person or persons entitled 
to said notice, whether before or after the time stated therein, shall be 
deemed equivalent thereto.


Article V
Officers

     Section 1.     The officers of the Corporations shall be chosen by the 
board of directors and shall be a president, a vice-president, a secretary and 
a treasurer.  The board of directors may also choose additional 
vice-presidents, and one or more assistant secretaries and assistant 
treasurers.  Any number of the offices may be held by the same person, unless 
the certificate of incorporation or these by-laws otherwise provide.

     Section 2.     The board of directors at its first meeting after each 
annual meeting of stockholders shall choose a president, one or more 
vice-presidents, a secretary and a treasurer.

     Section 3.     The board of directors may appoint such other officers and 
agents as it shall deem necessary who shall hold their offices for such terms 
and shall exercise such powers and perform such duties as shall be determined 
from time to time by the board.

     Section 4.     The salaries of all officers and agents of the Corporation 
shall be fixed by the board of directors.

     Section 5.     The officers of the Corporation shall hold office until 
their successors are chosen and qualify.  Any officer elected or appointed by 
the board of directors may be removed at any time by the affirmative vote of a 
majority of the board of directors.   Any vacancy occurring in any office of 
the Corporation shall be filled by the board of directors. 
The President

     Section 6. The president shall be the chief executive officer of the 
Corporation, shall preside at all meetings of the stockholders and the board 
of directors, shall have general and active management of the business of the 
Corporation and shall see that all orders and resolutions of the board of 
directors are carried into effect.

     Section 7.      He shall execute bonds, mortgages and other contracts 
requiring a seal, under the seal of the Corporation, except where required or 
permitted by law to be otherwise signed and executed and except where the 
signing and execution thereof shall be expressly delegated by the board of 
directors to some other officer or agent of the corporation.

 The Vice-Presidents

     Section 8.     In the absence of the president or in the event of his 
inability or refusal to act, the vice-president (or in the event there be more 
than one vice-president, the vice-presidents in the order designated by the 
directors, or in the absence of any designation, then in the order of their 
election) shall perform the duties of the president, and when so acting, shall 
have all the powers of and be subject to all the restrictions upon the 
president.  The vice-presidents shall perform such other duties and have such 
other powers as the board of directors may from time to time prescribe.

The Secretary & Assistant Secretary

     Section 9.     The secretary shall attend all meetings of the board of 
directors and all meetings of the stockholders and record all the proceedings 
of the meetings of the Corporation and of the board of directors in a book to 
be kept for that purpose and shall perform like duties for the standing 
committees when required.  He shall give, or cause to be given, notice of all 
meetings of the Stockholders and special meetings of the board of directors, 
and shall perform such other duties as may be prescribed by the board of 
directors or president, under whose supervision he shall be.  He shall have 
custody of the corporate seal of the Corporation and he, or an assistant 
secretary, shall have authority to affix the same to any instrument requiring 
it and when so affixed, it may be attested by his signature or by the 
signature of such assistant secretary.  The board of directors may give 
general authority to any other officer to affix the seal of the Corporation 
and to attest the affixing by his signature.

     Section 10.     The assistant secretary, or if there be more than one, 
the assistant secretaries in the order determined by the board of directors 
(or if there by no such determination, then in the order of their election) 
shall, in the absence of the secretary or in the event of his inability or 
refusal to act, perform the duties and exercise the powers of the secretary 
and shall perform such duties and have such other powers as the board of 
directors may from time to time prescribe.

The Treasurer & Assistant Treasurers

     Section 11.     The treasurer shall have the custody of the corporate 
funds and securities and shall keep full and accurate accounts of receipts and 
disbursements in books belonging to the Corporation and shall deposit all 
moneys and other valuable effects in the name and to the credit of the 
Corporation in such depositories as may be designated by the board of 
directors.

     Section 12.     He shall disburse the funds of the Corporation as may be 
ordered by the board of directors, taking proper vouchers for such 
disbursements, and shall render to the president and the board of directors, 
at its regular meetings, or when the board of directors so requires, an 
account of all his transactions as treasurer and of the financial condition of 
the Corporation.

     Section 13.     If required by the board of directors, he shall give the 
Corporation a bond (which shall be renewed every six years) in such sum and 
with such surety or sureties as shall be satisfactory to the board of 
directors for the faithful performance of the duties of his office and for the 
restoration to the Corporation, in case of his death, resignation, retirement 
or removal from office, of all books, papers, vouchers, money and other 
property of whatever kind in his possession or under his control belonging to 
the Corporation.

     Section 14.     The assistant treasurer, or if there shall be more than 
one, the assistant treasurers in the order determined by the board of 
directors (or if there be no such determination, then in the order of their 
election) shall, in the absence of the treasurer or in the event of his 
inability or refusal to act, perform the duties and exercise the powers of the 
treasurer and shall perform such other duties and have such h other powers as 
the board of directors may from time to time prescribe.


Article VI
Certificates for Shares

     Section 1.     The shares of the Corporation shall be represented by a 
certificate or shall be uncertificated.  Certificates shall be signed by, or 
in the name of the Corporation by, the chairman or vice-chairman of the board 
of directors, or the president or a vice-president and the treasurer or an 
assistant treasurer, or the secretary or an assistant secretary of the 
Corporation or by a certified designated stock transfer agent authorized by 
the President and or CEO.

     Within a reasonable time after the issuance or transfer of uncertificated 
stock, the Corporation shall send to the registered owner thereof a written 
notice containing the information required to be set forth or stated on 
certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement 
that the Corporation will furnish without charge to each stockholder who so 
requests that powers, designations, preferences and relative participating, 
optional or other special rights of each class of stock or series thereof and 
the qualifications, limitations or restrictions of such preferences and/or 
rights.

     Section 2.     Any of or all the signatures on a certificate may be 
facsimile.  In case any officer, transfer agent or registrar who has signed or 
whose facsimile signature has been placed upon a certificate shall have ceased 
to be such officer, transfer agent or registrar before such certificated is 
issued, it may be issued by the Corporation with the same effect as if he were 
such officer, transfer agent or registrar at the date of issue.

     Section 3.  Lost Certificates:  The board of directors may direct a new 
certificate or certificates or uncertificated shares to be issued in place of 
any certificate or certificates theretofore issued by the Corporation alleged 
to have been lost, stolen or destroyed, upon the making of an affidavit of 
that fact by the person claiming the certificate stock to be lost, stolen or 
destroyed.  When authorizing such issue of a new certificate or certificates 
or uncertificated shares, the board of directors may, in its discretion and as 
a condition precedent to the issuance thereof, require the owner of such lost, 
stolen or destroyed certificate or certificates, or his legal representative, 
to advertise same in such manner as it shall require and/or to give the 
Corporation a bond in such sum as it may direct as indemnity against any claim 
that may be made against the Corporation with respect to the certificate alleged
 to have been lost, stolen or destroyed.

     Section 4.  Transfer of Stock:  Upon surrender to the Corporation or the 
transfer agent of the Corporation of a certificate for shares duly endorsed or 
accompanied by proper evidence of succession, assignation or authority to 
transfer, it shall be the duty of  the corporation to issue a new certificate 
to the person entitled thereto, cancel the old certificate and record the 
transaction upon its books.   Upon receipt of proper transfer instructions 
from the registered owner of uncertificated shares such uncertificated share 
shall be canceled and issuance of a new equivalent uncertificated shares or 
certificated shares shall be made to the person entitled thereto and the 
transaction shall be recorded upon the books of the Corporation.

     Section 5.  Fixing Record Date:  In order that the Corporation ma 
determine the stockholders entitled to notice of or to vote at any meeting of 
stockholders or any adjournment thereof, or to express consent to corporate 
action in writing without a meeting, or entitled to receive payment of any 
dividend or other distribution or allotment of any rights, or entitled to 
exercise any rights in respect of any change, conversion or exchange of stock 
or for the purpose of any other lawful action, the board of directors may fix, 
in advance, a record date, which shall not be more than sixty nor less than 
ten days before the date of such meeting, nor more than sixty days prior to 
any other action.  A determination of stockholders of record entitled to 
notice of or to vote at a meeting of stockholders shall apply to any 
adjournment of the meeting:  provided however, that the board of directors may 
fix a new record date for the adjourned meeting.

     Section 6.  Registered Stockholders:  The Corporation shall be entitled 
to recognize the exclusive right of a person registered on its books as the 
owner of shares to receive dividends, and to vote as such owner, and to hold 
liable for calls and assessments a person registered on its books as the owner 
of shares, and shall not be bound to recognize an equitable or other claim to 
or interest in such share or shares on the part of any other person, whether 
or not it shall have express or other notice thereof, except as otherwise 
provided by the laws of Delaware.


Article VII
General Provisions
     Section 1.  Dividends:  Dividends upon the capital stock of the 
Corporation, subject to the provisions of the certificate of incorporation, if 
any, may de declared by the board of directors at any regular or special 
meeting, pursuant to law.  Dividends may be paid in cash, in property, or in 
shares of the capital stock, subject to the provisions of the certificate of 
incorporation.

     Section 2.       Before payment of any dividend, there may be set aside 
out of any funds of the Corporation available for dividends such sum or sums 
as the directors from time to time, in their absolute discretion, think proper 
as a reserve or reserves to meet contingencies, or for equalizing dividends, 
or for repairing or maintaining any property of the Corporation, or for such 
other purpose as the directors shall think  conducive to the interest of the 
Corporation, and the directors may modify or abolish any such reserve in the 
manner in which it was created.

     Section 3.  Annual Statement:  The board of directors shall present at 
each annual meeting, and at any special meeting of the stockholders when 
called for by vote of the  stockholders, a full and clear statement of 
business and condition of the Corporation.

     Section 4.  Checks:  All checks or demands for money and notes of the 
Corporation shall be signed by such officer or officers or such other person 
or persons as the board of directors may from time to time designate.

     Section 5.  Fiscal Year:  The fiscal year of the Corporation shall be 
fixed by resolution of the board of directors.

     Section 6.  Seal:  The corporate seal shall have inscribed thereon the 
name of the Corporation, the year of its organization and the words "Corporate 
Seal, Delaware".  The seal may be used by causing it or a facsimile thereof to 
be impress or affixed or reproduced or otherwise.

     Section 7.  Indemnification:  The Corporation shall indemnify its 
officers, directors, employees and agents to the extent permitted by the 
General Corporation Law of Delaware.


Article VIII
Amendments

     Section 1.     These by-laws may be altered, amended or repealed or new 
by-laws may be adopted by the Stockholders or by the board of directors, when 
such power is conferred upon the board of directors by the certificate of 
incorporation at any regular meeting of the stockholders or of the board of 
directors or at any special meeting of the stockholders or of the board of 
directors if notice of such alteration, amendment, repeal or adoption of new 
by-laws be contained in the notice of such special meeting.  If the power to 
adopt, amend or repeal by-laws is conferred upon the board of directors by the 
certificate of incorporation it shall not divest or limit the power of the 
stockholders to adopt, amend or repeal by-laws.