AMENDED AND RESTATED
                                 PROMISSORY NOTE
                                    (Secured)


$1,000,000 U.S.                                                    June 27, 2000

     This Amended and Restated Promissory Note ("Note") I entered into effective
June 27,  2000 and is  intended  to amend,  restate  and  replace  that  certain
Promissory  Note  executed  by Maker and  dated  June 27,  2000 in the  original
principal amount of $860,000,  and reflect the fact that the original  principal
amount owed by Maker as of June 27, 2000 is actually $1,000,000.

     This  Amended  and  Restated  Promissory  Note is secured  by that  certain
Security  Agreement  between  Maker and Holder  dated June 27,  2000 and amended
effective as of June 27, 2000 to reflect the actual original  indebtedness under
the Note to be $1,000,000.

     Now  therefor:  For value  received,  Klever  Marketing,  Inc.  a  Delaware
corporation ("Maker*),  promises to pay to Presidio Investments, LLC, an Arizona
limited partnership ("Holder"),  or order, at 1850 N. Central Avenue, Suite 500,
Phoenix, Arizona 85004, Attention:  William J. Howard, Esq., or such other place
as the holder may from time to time  designate in writing,  the principal sum of
One Million Dollars  ($1,000,000 U.S.) (the "Loan Amount"),  advanced under this
promissory  note ("Note") with interest from the date first written above on the
unpaid principal balance at the rate of eight percent (8.0%) per annum.

     The Loan  Amount  under  this Note  shall be due and  payable  as  follows:
Interest is to be paid  quarterly  with the first  payment due on September  30,
2000. Principal and all due and unpaid interest and other amounts due under this
Note are to be paid on May 1,2001.

     This  Note  may be  prepaid  in whole or in part at the  option  of  Maker,
without penalty, provided,  however, that such prepayment shall be first applied
to interest accrued to the date of prepayment and then to principal.

     Maker  acknowledges  that late payment to Holder will cause Holder to incur
costs not  contemplated  by this  Note,  the exact  amount of such  costs  being
difficult and impracticable to assess.  Such costs include,  without limitation,
processing  and  accounting  charges.  Therefore,  in the event any  payment  or
portion  thereof  due upon this Note is not paid  within five (5) days after its
due date,  the  Maker  agrees  to pay the  holder  hereof,  in  addition  to the
delinquent  installment and any accrued Interest thereon, a late charge equal to
five percent (5%) of the  delinquent  amount.  The parties  agree that this late
charge  represents a fair and  reasonable  estimate of the costs that the holder
hereof will incur by reason dr such late payment.

     Each payment  tendered  hereunder  shall be credited first on interest then
due; the  remainder on  principal;  and the  interest  thereon  shall cease upon
principal so credited.  Should default be made on payment of any  installment of
principal or interest,  the whole sum of principal  and interest  shall,  at the
option of the holder of this Note become immediately due. Principal and interest
shall be payable in lawful money of the United States.

     The occurrence of any of the following  events shall constitute an event of
default hereunder, and If not cured within ten (10) days, shall entitled Holder,
at his  option,  without  notice  or  demand  to Maker  to  declare  the  entire
indebtedness due and payable at once and in full:

     1. Any default in the payment of any  installment  of principal or interest
        due on this Note as herein above provide

     2. Any  failure  by Maker to  perform  each and every  material  condition,
        covenant and  agreement to be  performed  by it in  accordance  with the
        terms  of this  Note,  or the  failure  by it to  perform  any  material
        condition,  covenant, or agreement now or hereinafter agreed by it to be
        performed in connection with the payment of the  indebtedness  evidenced
        by this  Note,  or in any  agreement  securing  or  collateralizing  the
        payment of the indebtedness evidenced by this Note.

     3. Any event of  insolvency  of.  general  assignment  for the  benefit  of
        creditors by, judgment against, the appointment of a receiver or trustee
        with respect to or petition of bankruptcy by or against any party liable
        hereunder orunder any agreement securing or collateralizing  the payment
        of the indebtedness evidenced by this Note.

     4. Default  In the  payment  of any other  indebtedness  due  Holder or the
        default in the performance of any other  obligation to the holder hereof
        by the Maker or any other party liable for the payment  hereof,  whether
        as endorser, guarantor, surety or otherwise.

     Failure of Holder of this Note to declare such indebtedness to be due shall
not constitute a waiver of the right to later declare the entire indebtedness to
be at once due and payable.

     Maker hereby waives as to this debt, or any renewal thereof,  all rights of
exemption under the laws of Arizona as to personal property it agrees to pay all
costs of  collection  or securing or  attempting to collect or secure this Note,
including  reasonable  attorneys' fees, whether the same be collected or secured
by any attorney  consulted  with  reference to a lawsuit or otherwise.  Maker of
this Note waives protest,  notice of protest,  suit and all other.  requirements
necessary to hold it liable hereunder, and it agrees that time of payment may be
extended  or a renewal  note taken or the  security  substituted  or released in
whole or in part or other  indulgence  granted without notice of, or consent to,
such action, without release of liability of any such party.

     As  security  for the  repayment  of this Note the Makers  have  executed a
Security Agreement of even date.

     Maker has caused this Note to be executed,  and is effective as of the date
first above written in Maricopa County, Arizona.

"Maker*




KLEVER MARKETING, INC.


By: _________________________________

Its:


STATE                        OF Utah ) )ss.
COUNTY OF Salt Lake).

     The  foregoing  instrument  was  acknowledged  before  me  this  3rd day of
November,  2000,  by Corey  Hamilton,  in his  capacity as  President  of Klever
Marketing, Inc. on behalf of such corporation.

                                            --------------------------
                                            Notary Public


                                     UNIFORM
                                 COMMERCIAL CODE
                               FINANCING STATEMENT





--------------------------------------------------------------------------------
Effective Date                        County and State of Transaction
                                      Maricopa County, Arizona
--------------------------------------------------------------------------------
DEBTOR (Name, Address and Zip Code)   SECURED PARTY (Name, Address and Zip Code)


Klever Marketing, Inc.                Presidio Investments, LLC
350 West 300 South, Suite 201         1850 North Central Avenue
Salt Lake City, Utah 84101            Phoenix, Arizona 85004
Attn:  Paul 0. Begum                  Attn: William J. Howard
--------------------------------------------------------------------------------
Assignee of Secured Party             Record Owner of Real Property, if Not
(Name, Address and Zip Code)          Debtor (Name, Address and Zip Code)
--------------------------------------------------------------------------------
Counties Where Collateral is Located  O Products of Collateral are also covered

                                      X Proceeds of Collateral are also covered
--------------------------------------------------------------------------------

Financing Statement covers the following types of property: The property subject
to that certain Security Agreement dated June 27,2000 as amended between Secured
party and Debtor  which  secures the  obligations  of Debtor  under that certain
Amended  and  Restated  Promissory  Note  date  June  27,  2000 in the  original
principal  amount of $1,000,000.  (See attached Exhibit "A" for a description of
the property).
--------------------------------------------------------------------------------

If collateral is timber to be cut, crops growing or to be grown, minerals or the
like,  accounts to be financed at the  wellhead or minehead of the well or mine,
or goods which are or are to become  fixtures,  the real property to which these
are affixed or concerned is legally described.

This  financing  statement  is to be filed in the office where a mortgage on the
real property would be recorded.  This Financing  Statement is filed or recorded
without Debtor's signature to perfect a security interest in collateral which:

 Is already subject to a security  interest in another  jurisdiction when it was
brought into the state or which Debtor changed location to this State;

     Are proceeds of the original collateral described above In which a security
     interest was perfected;

     Is no longer effective due to lapse of the original filing;

     Was  acquired  four  months or less  after  Debtor  has  changed  its name,
     identity or corporate structure.

DEBTOR:                                           SECURED PARTY:
KLEVER MARKETING, INC.                            PRESIDIO INVESTMENTS, LLC

By:__________________________________       By: _______________________________

Its: ________________________________       Its: ______________________________
<PAGE>
                                    EXHIBIT A


Debtor: Klever Marketing, Inc.
Secured Party: Presidio Investments, LLC

     The  Collateral  includes,  and Debtor  hereby  grants to  Secured  Party a
security  interest in and to all of Debtor*s  right,  title and  interest in the
following described property (and types of property) both presently existing and
hereafter acquired or owing:

     (1) Inventory, including wIthout limitation, all of Debtor*s inventory, raw
materials,  work In process,  finished goods,  parts, goods held on consignment,
retuffled goods or Inventouy, goods held for sale or lease or fUrnished or to be
furnished,  under  contracts  of sendce In which the Debtor now has or hereafter
acquires any right and all additions,  substitutions  and  replacements  thereof
wherever  located  togethei  with all  goods  and  materials  usedo or usable in
manufacturing, processing, packaging or shipping same equipment

     (2)  Accounts,  including  without  limitation,  shall  mean all  accounts,
accounts receivable,  contract aights, notes, drafts, acceptances,  instruments,
chattel paper,  other chases in action,  general  Intangibles,  and any right to
payment  for goods  sold or  leased oi for  services  rendered,  whether  or not
evidenced  by an  instrument  or chattel  paper,  and whether or not it has been
earned by performance and all  merchandise  represented by Accounts and all such
merchandise  that may be  reclaimed or  repossessed  from or returned by account
debtors,  all Debtors rights as an unpaid vendor or honor including  stoppage in
transit,  repleviri or reclamation,  and any other of Debtor*s  property held by
Secured  Party or by others for  Secured  Party*s  account,  including  balances
standing to Debtors credit on Secured  Party*s books and shall include aN claims
for tax refund,  whether now existing or hereafter  arising,  of Debtors against
any city,  county,  state or federal  government  of any  agency,  authortty  or
subdivision thereof.

     (3) Equipment,  including,  without limitation,  all of Debtor*s furniture,
fixtures,   machinery,   parts,   accessories,    improvements,    replacements,
substitutions  which are used by or useful to the  Debtor in the  operation  and
management of its business.

     (4)  The  proceeds  (including  insurance  proceeds)  of any and all of the
foregoing Collateral.

     (5) All ledgers, books of account and records of Debtor relating to any and
all of the foregoing.



<PAGE>





                                 First Amendment
                                       to
                               Security Agreement


     Klever Marketing,  Inc., a Delaware  corporation,  as Debtor,  Investments,
LLC, as Secured Party under that certain Security Agreement dated June 21, 2000,
hereby amend the Agreement as follows: and Presidio

     1. The amount of the indebtedness  secured by the Agreement is increased to
$1,000,000 plus accrued and unpaid  interest and other thames  evidenced by that
certain  Amended and Restated  Promissory Note effective as of June 27, 2000 and
in the original principal amount of $1,000,000.

     2. Debtor agrees to execute amended UCC-1  financing  statements for filing
in the states of Utah and California.

     IN WITNESS  WHEREOF,  this First  Amendment to Security  Agreement has been
executed by the parties, effective as of June 27, 2000.

DEBTOR:                                    SECURED PARTY:

KLEVER MARKETING, INC.                     Presidio Investments, LLC


By: __________________________             By: _______________________________

Its: __________________________            Its: ______________________________