EXHIBIT 3.01
                               RESTATED
                      CERTIFICATE OF INCORPORATION
                                  OF
                           VIDOECART, INC.
               (Changed herin to Klever Marketing, Inc.)

     VideOcart, Inc., a corporation formed under the laws of the State of
Delaware on December 8, 1989, does hereby certify as follows:

     FIRST:     The Name of the corporation is VideOcart, Inc.;

     SECOND:    In accordance with the provisions of section 245 of the General
Corporation Law of Delaware, the Certificate of Incorporation of VideOcart,
Inc., is hereby amended and restated to read in its entirety as follows:

Article I

     The name of the corporation (the "Corporation") shall be:

Klever Marketing, Inc.


Article II
Duration

     The Corporation shall continue in existence perpetually unless sooner 
dissolved according to law.


Article III
Purposes

     To do all and everything necessary, suitable, convenient, or proper for 
the accomplishment of any of the purposes of the attainment of any one or more 
of the objects herein enumerated or incidental to the powers herein named or 
which shall at any time appear conducive or expedient for the protection or 
benefit of the Corporation, with all the powers hereafter conferred by the 
laws under which this Corporation is organized; and

     To engage in any and all other lawful purposes, activities, and pursuits, 
whether similar or dissimilar to the foregoing, for which corporations may be 
organized under the General Corporation Law of Delaware and to exercise all 
powers allowed or permitted thereunder.


Article IV
Capitalization

     The Corporation shall have authority to issue an aggregate of 22,000,000 
shares, of which 2,000,000 shares shall be preferred stock, $0.01 par value 
(hereinafter the "Preferred Stock"), and 20,000,000 shares shall be common 
stock, par value $0.01 (hereinafter the "Common Stock").  The powers, 
preferences, and rights and the qualification, limitations, or restrictions 
thereof, of the shares of stock of each class and series which the Corporation 
shall be authorized to issue, is as follows:

     (a)     Preferred Stock:  Shares of Preferred Stock may be issued from 
time  to time in one or more series as may from time to time be determined by 
the board of directors.  Each series shall be distinctly designated.  All 
shares of any one series of the Preferred Stock shall be alike in every 
particular, except that there may be different dates from which dividends 
thereon, if any, shall be cumulative, if made cumulative.  The powers, 
preferences, participating, optional, and other rights of each such series and 
qualifications, limitations, or restrictions thereof, if any, may differ from 
those of any and all other series at any time outstanding.  Except as 
hereinafter provided, the board of directors of this Corporation is hereby 
expressly granted authority to fix by resolution or resolutions adopted prior 
to the issuance of any shares of each particular series of Preferred Stock, 
the designation powers, preferences and relative participating, optional and 
other rights and the qualification, limitations, and restriction thereof, if 
any, of such series, including, without limiting the generality of the 
foregoing, the following:

     (i)     The distinctive designation of, and the number of shares of 
Preferred Stock which shall constitute each series, which number may be 
increased (except as otherwise fixed by the board of directors) or decreased 
(but not blow the number of shares thereof outstanding) from time to time by 
action of the board of directors;

     (ii)     The rate and times at which, and the terms and conditions on 
which, dividends, if any, on the shares of the series shall be paid; the 
extent of preferences or relation, if any, of such dividends to the dividends 
payable on any other class or classes of stock of this Corporation or on any 
series of Preferred Stock; and whether such dividends shall be cumulative or 
noncumulative;

     (iii)     The right, if any, of the holders of the shares of the same 
series to convert the same into, or exchange the same for, any other class or 
classes of stock of this Corporation and the terms and conditions of such 
conversion or exchange;

     (iv)     Whether shares of the series shall be subject to redemption and 
the redemption price or prices, including, without limitation, a redemption 
price or prices payable in share of any other class or classes of stock of the 
Corporation, cash, or other property and the time or times at which, and the 
terms and conditions on which, shares of the series may be redeemed;

     (v)     The rights, if any, of the holders of shares of the series on 
voluntary or involuntary liquidation, merger, consolidation, distribution, or 
sale of assets, dissolution, or winding up of this Corporation;

     (vi)     The terms of the sinking fund or redemption or purchases 
account, if any, to be provided for shares of the series; and

     (vii)     The voting powers, if any, of the holders of shares of the 
series which may, without limiting the generality of the foregoing, include 
(A) the right to more or less than one vote per share on any or all matters 
voted on by the shareholders, and (B) the right to vote as a series by itself 
or together with other series of Preferred Stock or together with all series 
of Preferred Stock as a class, on such matters, under such circumstances, and 
on such conditions as the board of directors may fix, including, without 
limitation, the right, voting as a series by itself or together with other 
series of Preferred Stock or together with all series of Preferred Stock as a 
class, to elect one or more directors of this Corporation in the event there 
shall have been a default in the payment of dividends on any one or more 
series of Preferred Stock or under such other circumstances and upon such 
conditions as the Board of directors may determine.

     (b)     Common Stock:  The Common stock shall have the following powers, 
preferences, rights, qualifications, limitations, and restrictions:

     (i)     After the requirements with respect to preferential dividends of 
Preferred Stock, if any, shall have been met and after this Corporation shall 
comply with all the requirements, if any, with respect to the setting aside of 
funds as sinking funds or redemption or purchase accounts and subject further 
to any other conditions which may be required by the General Corporation Law 
of Delaware, then, but not otherwise, the holders of Common Stock shall be 
entitled to receive such dividends, if any, as may be declared from time to 
time by the board of directors without distinction to series;

     (ii)     After distribution in full of any preferential amount to be 
distributed to the holders of Preferred Stock, if any, in the event of a 
voluntary or involuntary liquidation, distributions or sale of assets, 
dissolution, or winding up of this Corporation, the holders of the Common 
Stock shall be entitled to receive all of the remaining assets of the 
Corporation, tangible and intangible, of whatever kind available for 
distribution to stockholders, ratably in proportion to the number of shares of 
Common Stock held by each without distinction as to series; and

     (iii)     Except as may otherwise be required by law or this Certificate 
of Incorporation, in all matters as to which the vote or consent of 
stockholders of the Corporation shall be required or be taken, including, any 
vote to amend this Certificate of Incorporation, to increase or decrease the 
par value of any stock, effect a stock split or combination of shares, or 
alter or change the powers, preferences, or special rights of any class or 
series of stock, the holders of the Common Stock shall have one vote per share 
of Common Stock on all such matters and shall not have the right to cumulate 
their votes for any purpose.

(c)     Other Provisions 

     (i)     The board of directors of the Corporation shall have authority to 
authorize the issuance, from time to time without any vote or other action by 
the stockholders, of any or all shares of the Corporation of any class at any 
time authorized, and any securities convertible into or exchangeable for such 
shares, in each case to such persons and for such consideration and on such 
terms as the Board of directors from time to time in its discretion lawfully 
may determine; provided, however, that the consideration for the issuance of 
shares of stock of the Corporation having par value shall  not be less than 
such par value.  Shares so issued, for which the full consideration determined 
by the board of directors has been paid of the Corporation, shall be fully 
paid stock, and the holders of such stock shall not be liable for any further 
call or assessment thereon.


     (ii)     Unless otherwise provided in the resolution of the Bbard of 
directors providing for the issue of any series of Preferred Stock, no holder 
of shares of any class of the Corporation or of any security of obligation 
convertible into, or of any warrant, option, or right to purchase, subscribe 
for, or otherwise acquire, shares of any class of the Corporation, whether now 
or hereafter authorized, shall, as such holder, have any preemptive right 
whatsoever to purchase, subscribe for, or otherwise acquire shares of any 
class of the Corporation, whether now or hereafter authorized.

     (iii)     Anything herein contained to the contrary notwithstanding, any 
and all right, title, interest, and claim in and to any dividends declared or 
other distributions made by the Corporation, whether in cash, stock, or 
otherwise, which are unclaimed by the stockholder entitled thereto for a 
period of six years after the close of business on the payment date, shall be 
and be deemed to be extinguished and abandoned; and such unclaimed dividends 
or other distributions in the possession of the Corporation, its transfer 
agents, or other agents or depositories, shall at such time become the 
absolute property of the Corporation, free and clear of any and all claims of 
any person whatsoever.



Article V
Limitation on Liability

     A director of the Corporation shall have no personal liability to the 
Corporation or its stockholders for monetary damages for breach of fiduciary 
duty as a Director, except (I) for any breach of a director's duty of loyalty 
to the Corporation or its stockholders, (ii) for acts or omissions not in good 
faith or which involve intentional misconduct or a knowing violation of the 
law, (iii) under section 174 of the General Corporation Law of Delaware as it 
may from time to time be amended or any successor provision thereto, or (iv) 
for any transaction from which a director derived an improper personal 
benefit.


Article VI
Business Combinations with Interested Stockholders

     The Corporation elects not to be governed by the provisions of section 
203 of the General Corporation Law of Delaware regarding business combinations 
with interested shareholders.


Article VII
Registered Office and Registered Agent

      The name and address of the corporation's registered agent in the State 
of Delaware is The Corporation Trust Company, 1209 Orange Street, in the city 
of Wilmington, county of New Castle, Delaware.  Either the registered office 
or the registered agent may be changed in the manner provided by law.


Article VIII
Amendment

The Corporation reserves the right to amend, alter, change, or repeal, all or 
any portion of the provisions contained in its Certificate of Incorporation 
from time to time in accordance with the law of the State of Delaware, and all 
rights conferred on stockholders herein are granted to this reservation.


Article IX
Adoption and Amendment of Bylaws

     The bylaws of the Corporation shall be adopted by the board of 
directors.  The power to alter, amend, or repeal the bylaws or adopt new 
bylaws shall be vested in the board of directors, but the stockholders of the 
Corporation may also alter, amend, or repeal the bylaws or adopt new bylaws.  
The bylaws may contain any provision for the regulation or management of the 
affairs of the Corporation not inconsistent with the laws of the State of Delawa
re now or hereafter existing.



Article X
Directors

     The governing board of the Corporation shall be known as the board of 
directors.  The number of directors comprising the board of directors shall be 
fixed and may be increased or decreased from time to time in the manner 
provided in the bylaws of the Corporation, except that at no time shall there 
be less than three nor more than nine directors.

     The undersigned, being Paul G. Begum, for the purpose of amending and 
restating the Certificate of Incorporation of VideOcart, Inc., makes this 
certificate, hereby declaring and certifying that this is his act and deed and
that the facts herein stated are true, and accordingly have hereunto set his 
hand this 8th day of August, 1996.


                                /S/ Paul G. Begum
                                Paul G. Begum, Duly Authorized Representative

     I, Paul g. Begum, hereby certify that I have been duly authorized as a 
representative to sign for and on behalf of VideOcart, Inc., by order of the 
United States Bankruptcy Court for the Northern District of Illinois, Eastern
Division, in approving the Second Amended and Restated Plan of Reorganization
for VideOcart, Inc., proposed by Klever-Kart, Inc.


                                /S/ Paul G. Begum
                                Paul G. Begum