SEPARATION AGREEMENT

     THIS SEPARATION AGREEMENT ("Agreement") is entered into effective as of the
8th day of  January,  2001 (the  "Effective  Date"),  between  and among  KLEVER
MARKETING,  INC.  (the  "Company"),  a  Delaware  corporation,   PAUL  G.  BEGUM
("Begum"),  an individual,  PSF, INC. ("PSF"),  a Utah corporation,  and TREE OF
STARS, INC. ("Tree of Stars"), a Nevada corporation. The Company, Begum, PSF and
Tree of Stars shall  sometimes  hereinafter be referred to  collectively  as the
"Parties" and individually as a "Party."

     WHEREAS, Begum is presently an officer and director of the Company; and

     WHEREAS,  the Company and Begum  entered  into a certain  Agreement  (which
Begum and the  Company's  Board of Directors  agree was always  intended to be a
consulting  agreement calling for initial annual base compensation in the amount
of $200,004.00) dated effective July 4, 1998 (the "Consulting Agreement"); and

     WHEREAS, PSF made a promissory note (the "PSF Note") payable to the Company
dated  February  1,  2000,  in the  original  principal  amount of  $191,776.46,
accruing  interest at 8%, with a 36 month term, and which has a balance owing of
approximately $106,000.00 as of the Effective Date; and

     WHEREAS, Begum has decided to retire from his officer responsibilities with
the Company  effective as of the date hereof,  upon the terms and conditions set
forth herein; and

     WHEREAS,  the  Parties  desire to  release  each  other from all claims and
potential  claims  relating  to  Begum's  service to the  Company,  prior to the
Effective Date, upon the terms and conditions set forth herein,

     NOW,  THEREFORE,  in  consideration  of this  Agreement  and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the Parties agree as follows:

     1. Resignation of Begum;  Termination of Consulting  Agreement Begum hereby
resigns his  positions  as an officer of the  Company,  and the  Company  hereby
accepts  Begum's  resignation,  as of the Effective  Date.  The Parties  further
terminate the Consulting Agreement in its entirety as of the Effective Date. The
Parties  acknowledge  that this  Agreement  is not an  admission of any fault or
wrongdoing by any Party, but rather is intended to resolve and settle the issues
contained herein.  The parties hereto  acknowledge that Begum is not an employee
of the Company and, with the exception of the  consulting  services set forth in
Section 2.E. below, there now exists no agreement between the Company and Begum,
PSF, Tree of Stars or any other entity  affiliated  with Begum that provides for
services to be rendered to the Company.

     2. Terms and Conditions of Resignation and Termination In  consideration of
the provisions contained herein, the parties hereby act and agree as follows:

     A. The Company shall pay the business  expenses  charged to Begum's Advanta
credit card up to $26,000.00 (any personal  expenses on such Advanta credit card
shall be paid by Begum). Payment to be made at the minimal extent possible until
such time as the  Company  has funds in excess of its  foreseeable  needs to pay
additional amounts.  Any, debt or equity funds received by the Company after the
Effective Date as a direct result of Begum's fund raising activities and debt or
equity  funds  received by the  Company  after the  Effective  Date in excess of
$250,000  from all sources  other than the Olsen group to the extent the Company
is not  restricted  from using such funds for this purpose,  shall be treated as
"funds in excess of its foreseeable  needs" for purposes of the payment provided
in this subsection and in subsection B, below.

     B. The Company  shall pay Begum for  services  rendered  as an  independent
contractor to the Company  $20,000.00 as soon as the Company has funds in excess
of its foreseeable  needs and shall reduce the principal  amount owing under the
PSF Note by $13,900.00.

     C. The Company shall  continue to make all lease  payments due on the Lexus
vehicle  that Begum is  currently  using  through the end of the tease term,  at
which time, Begum will be responsible to either purchase the vehicle  personally
or return the vehicle pursuant to the lease. To the extent such lease.  payments
exceed  $500 per month  (such  amount is subject to  verification),  the Company
shall receive a credit towards its payment  obligations  under Sections 2.A, 2.B
or 2.E of this  Agreement  Begum shall pay all  charges or payments  required to
purchase or turn-in the vehicle at the end of the lease term.

     D. The Company shall  continue to make all lease payments due on the laptop
computer  that Begum is currently  using  through the end of the lease term,  at
which time, Begum shall comply with the lease with respect to disposition of the
laptop computer.

     E. The Company hereby engages Begum as an independent  consultant,  and not
as an employee,  for a period of seven months  following the Effective Date; and
shall pay Begum  $6,500.00  per month for seven months as a consulting  fee with
the first payment due on January 31, 2001 and the  remaining  payments due on or
before the last day of each month thereafter until paid in full (i.e.,  February
28,  March 31,  April 30, May 31, June 30, and July 31,  2001).  The Company and
Begum shall mutually agree on the nature and scope of the  consulting.  services
(which shall  primarily be  comprised of fund  raising)  that Begum will provide
during  said  seven-month  period.  The  Company  hereby  agrees  to  reasonably
cooperate with Begum's fund raising  activities.  Such  cooperation will include
providing promotional materials and having a Company  representative attend fund
raising meetings that Begum has arranged.

     F. Begum will be personally  responsible for his medical insurance premiums
effective  January 1, 2001.  The Company  shall  cooperate'  fully with Begum in
making any COBRA insurance coverage that Begum may elect and have available.

     G. Begum shall transfer the cellular  telephone that he is currently  using
into his personal name and shall be responsible  to pay all charges  relating to
such telephone from and after January4, 2001.

     H. The Company shall reimburse Begum for attorneys' fees and legal expenses
that he has  personally  incurred with Brian Lloyd through  January 15, 2001 but
only up to a  maximum  of  $3,000.00.  Such  reimbursement  shall be made by the
Company  upon Begum's  submission  to the Company of copies of invoices for such
fees and expenses.

     I. The Company shall continue to reimburse Begum for all travel and related
expenses  (e.g.,  travel,  lodging,  food,  etc.)  incurred in  connection  with
fundraising  activities  for the Company so long as such  expenses are expressly
authorized  and  approved in writing by the  President  or CFO of the Company in
advance.

     J.  Begum  shall have the right,  at any time  prior to July 31,  2001,  to
surrender to the Company and redeem 100,000 shares of the Company's common stock
owned by PSF in full satisfaction of all amounts owing under the PSF Note.

     3. Effect on Stock  Ownership.  This Agreement  shall not be deemed to have
any effect on the Company stock owned by Begum,  PSF and Tree of Stars as of the
Effective Date. The Company acknowledges that immediately prior to the execution
hereof that Begum has been issued stock options  pursuant to the Company's Stock
Incentive Plan providing for the purchase of the following shares of
stock in the  Company:  225,000  shares (C) $2.75 and  12,000  shares (C) $2.75,
respectively. Said stock options are subject to the terms and conditions of said
Stock Incentive Plan. Begum  acknowledges that he has no other rights or options
under said Stock Incentive Plan.

     4.  Acknowledgment  of Return of Company  Records and  'Removal of Personal
Property. The Company and Begum acknowledge and agree that Begum has returned to
the Company certain Company's records.  In the 'event Begum discovers or has any
additional  company  records in his  possession  or under his control,  he shall
promptly  return such  records to the  Company.  The  Company and Begum  further
acknowledge and agree that Begum has removed,  with permission from the Company,
a small couch, a large couch,  a coffee table, a lamp, 3 prints,  a file cabinet
and a chair from Begum's Company office.

     5. Mutual  Releases;  Reservation  of Rights as to Certain Claims Except as
expressly reserved in this Agreement, the Company, Begum, PSF and Tree of Stars,
as well as their respective officers,  directors and employees;  hereby mutually
waive,  discharge,  acquit and  release any and all  claims,  demands,  damages,
losses, expenses, reimbursements, debts, payments, liabilities, costs and causes
of action of every kind, nature and character, that they now have or may have in
the future, whether now known or unknown, contingent or liquidated, against each
other and all of their respective employees, officers, shareholders,  directors,
agents,  representatives,  attorneys,  and all  other  related  individuals  and
entities, in any way resulting from any fact,  circumstance,  event,  happening,
omission,  or occurrence  connected with,  related directly or indirectly to, or
arising from stock ownership in the Company, the Consulting Agreement, all other
agreements providing for services to be provided to the Company,  Begum's, PSF's
or Tree of Stars'  services,  if any,  as an  officer,  director,  employee  and
consultant of the Company, and any loan,  indebtedness,  note or open account of
the Company up to and including the Effective Date. The Parties  acknowledge and
agree that this  Section 5 is  intended to be, and should be  interpreted  as, a
 .broad and general release with respect to the subject matter described  herein.
Notwithstanding  anything  contained herein to the contrary,  the Company is not
releasing  Begum,  PSF  and/or  Tree of  Stars  or  their  respective  officers,
directors and employees  from any right of  contribution,  cross claim,  claims,
demands,   damages,   losses,   expenses,   reimbursements,   debts,   payments,
liabilities,  costs  and  causes of  action  that  arise as a result of a claim,
demand,  damage,  loses,  expense,  payments,  liabilities,  costs and causes of
action by a third party  against  the Company  relating to a sale or transfer of
the  Company's  stock or a  securities  filing or failure  to file a  securities
filing.  In the event Begum,  PSF and/or Tree of Stars  prevails on such a cross
claim or similar  claim by the Company,  then the Company shall  reimburse  such
prevailing  party  for  all of its  costs,  including  but  not  limited  to its
reasonable attorney fees.

     Notwithstanding the foregoing,  the Company shall be permitted to conduct a
due diligence  inspection  during the period from the Effective Date to February
8, 2001 (the "Inspection Period") for the purpose of identifying any claims that
the Company may have against Begum.  Begum expressly denies that any such claims
exist.  The Company shall then notify Begum in writing  within 5 days  following
the expiration of the Inspection  Period of any such claims  (collectively,  the
"Excepted  Claims").  All such Excepted Claims, to the extent they exceed $5,000
in the aggregate and are timely disclosed in writing as provided  herein,  shall
be excluded  from the mutual  releases of the Parties  provided  above,  and the
Parties  shall  reserve all of their  respective  rights,  interests,  causes of
action, remedies and defenses relating to such Excepted Claims.

     6.  Representations  and Warranties.  Each Party represents and warrants to
the other  Parties  that such Party has full power and  authority  to enter into
this  Agreement  and perform  such  Party's  duties and  obligations  under this
Agreement,  and that this Agreement is binding upon and enforceable against such
Party in accordance with its terms and conditions. Each Party further represents
and warrants to the other Parties that the execution,  delivery and  performance
of this  Agreement  will not  violate  any  document,  agreement,  law,  rule or
regulation  applicable to or governing such Party. Each Party finally represents
and warrants to the other Parties that such Party has had the opportunity to
obtain  independent  accounting,   financial  and  legal  advice  regarding  the
advisability  of  executing,  delivering  and  performing  this  Agreement.  All
representations  and  warranties  made by the  Parties in this  Agreement  shall
survive the execution, delivery and performance hereof.

     7. No Broker;  Costs. No broker,  finder,  or other  independent  agent has
acted,  nor will act, for or on behalf of any of the Parties in connection  with
this Agreement. Except as expressly set forth in Section 2.H. above, the Parties
shall  each  pay  their  own  costs  and  attorneys'  fees  associated  with the
negotiation, drafting and execution of this Agreement.

     8.  Indemnification.  Each  Party  agrees to  indemnify,  defend,  and hold
harmless  the other  Parties  from and against any and all loss,  liability,  or
damage, of any nature,  arising out of or due to a breach of any representation,
warranty,  duty,  obligation  or  undertaking  of such Party  contained  in this
Agreement.

     9. Default;  Remedies.  In the event of a breach or default by any Party of
any  of its  representations,  warranties,  duties,  obligations,  or  covenants
hereunder,  any affected  non-breaching  Party shall send written notice of such
breach or default to the breaching  Party,  who shall then have ten (30) days in
which to cure such  breach or  default.  In the event that the  breaching  Party
fails to cure the applicable  breach or default within such ten (10) day period,
the  affected  non-breaching  Party shall be entitled to exercise  all  remedies
available to it, whether by contract at law, or in equity.

     10. Confidentiality,  Nondisclosure and Nondispargement. The Company agrees
to maintain, and to instruct its officers,  directors and employees to maintain,
the existence and terms of this Agreement  confidential  and that they shall not
disclose its existence or terms to any other person or entity  without the prior
written  consent  of Begum,  PSF or Tree of  Stars,  which  request  will not be
unreasonably  withheld.  Notwithstanding  the  forgoing,  the  Company  shall be
entitled  to  disclose  the  existence  and  terms  of  this  Agreement  to  its
professional advisors,  such as lawyers and accountants,  and 'potential debt or
equity  investors  on a need to know  basis,  as well as those  various  taxing,
security and other governmental authorities as the Company reasonably determines
shall be necessary pursuant to regulations,  administrative  rule or other legal
requirements  of disclosure.  The Company shall  instruct its current  officers,
directors and employees that when they, or any of them, receive an inquiry about
or in any way relating to Begum's present status with, or his resignation  from,
the Company,  they shall respond to such inquiry by indicating  that,  Begum has
resigned as an officer with the Company,  but  continues,  if  applicable in the
future, to serve as a member of the Company's Board Of Directors.

11. General Provisions.


     A. Notices.  All notices consents,  waivers, and other communications under
this  Agreement  must be in  writing  and will be deemed to have been duly given
when: (i) delivered by hand (with written confirmation of receipt), (ii) sent by
telecopier  (with  written  confirmation  of receipt),  provided  that a copy is
mailed by registered or certified mail, return receipt requested,  or (iii) when
received by the addressee, if sent by a nationally recognized overnight delivery
service  (receipt  requested),  in each case to the  appropriate  addresses  and
telecopier  numbers set forth below (or to such other  addresses and  telecopier
numbers as a Party may designate by notice to the other Parties):


            (i) If to the Company, to:        Klever Marketing. Inc.
                                              350 West Broadway, Suite 201
                                              Salt Lake City, Utah 84101
                                              Attention:  Cory Hamilton
                                             Telephone:
                                                       (801) 322-1221
                                             Facsimile:(801) 322-1230
  (ii)      If to Begum, PSF or Tree of Stars, to:
                                             c/o Paul G. Begum
                                             P.O. Box 58045
                                             Salt Lake City, Utah 84158

                                             Telephone:
                                                       (801) 355-6444
                                             Facsimile:(801) 355-0447

or to such other  address or  addresses or  telecopier  numbers as any Party may
from time to time designate by notice to the other Parties.

     B.  Waiver.  The rights and remedies of the Parties to this  Agreement  are
cumulative.  Neither the failure  nor any delay by any Party in  exercising  any
right under this Agreement will operate as a waiver of such right, and no single
or  partial  exercise  of any such  right  will  preclude  any other or  further
exercise of such right or the exercise of any other right.

     C. Entire Agreement. This Agreement supersedes all prior agreements between
the Parties  with respect to its  specific  subject  matter set forth herein and
constitutes  a complete and  exclusive  statement of the terms of the  agreement
between the Parties with respect to such subject matter.  This Agreement may not
be amended  except by a written  agreement  executed by  the'Party to be charged
with the amendment.

     D. Governing  Law;  Jurisdiction  and Venue.  The laws of the State of Utah
shall govern this  Agreement.  The courts of Salt Lake  County,  Utah shall have
exclusive  jurisdiction  and venue with respect to all litigation  arising under
this Agreement.

     E.  Severability.  If any  provision  of this  Agreement is held invalid or
unenforceable  by any court of competent  jurisdiction,  the other provisions of
this Agreement will remain in full force and effect.

     F.  Interpretation.  No provision of this  Agreement will be interpreted in
favor of, or against, any of the Parties hereto by reason of the extent to which
any such Party or its counsel  participated in the drafting thereof or by reason
of the extent to which any such provision is  inconsistent  with any prior draft
hereof or thereof.

     G. Attorneys'  Fees and Expenses in the Event of Breach.  In the event of a
breach or default by one of the Parties hereunder (the "breaching Party"),  such
breaching  Party  shall pay to the other  Party or  Parties  (collectively,  the
"non-breaching  Party") enforcement and collection costs, including . reasonable
attorneys' fees and legal  expenses,  regardless of whether breach is ultimately
cured, and regardless of whether formal legal  proceedings are commenced.  Costs
and expenses shall include, but not be limited to: (i) the non-breaching Party's
reasonable attorneys' fees and legal expenses,  whether or not such expenses are
incurred by a salaried  employee of the  non-Breaching  Party,  (ii)  reasonable
attorneys' fees and legal expenses for bankruptcy proceedings including, but not
limited to, efforts to modify or vacate any automatic stay or injunction.  (iii)
reasonable  attorneys'  fees and legal  expenses  for  appeals to higher  courts
arising out of legal  proceedings to enforce the breaching  Party's  obligations
hereunder, and (iv) any post-judgment collection services.

              (the remainder of this page is intentionally blank)


     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
above first written.

                                           KLEVER MARKETING, INC.


Attest: /s/ D. Paul Smith                  By:  /s/ Cory A. Hamilton
        8 Jan 2001                         Its: President/CEO

                                           /s/ Paul G. Begum
                                           PAUL G. BEGUM

                                           P.S.F., INC.

                                           By:  /s/ Paul G. Begum
                                           Its: President

                                           TREE OF STARS, INC.

                                           By: /s/ Paul G. Begum
                                           Its:President



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