Certificate of DESIGNATION OF Rights, PRIVILEGES AND PREFERENCES
                     of CLASS B Voting Preferred Stock, of
                             Klever Marketing, Inc.


     The undersigned, Corey A. Hamilton, hereby certifies that:

     A. He is the duly elected and acting President and Chief Operating  Officer
of Klever Marketing, Inc., a Delaware corporation (hereafter the "Corporation");

     B. The following  resolutions of the Board of Directors of the Corporation,
duly  adopted as of  September  24, 2000  pursuant to Section 151 of the General
Corporation  Law of the State of Delaware  and  Article IV of the  Corporation's
Certificate of Incorporation set forth the rights, preferences and privileges of
the various series of Corporation's Class B Voting Preferred Stock.

     Pursuant  to  the  provisions  of its  Certificate  of  Incorporation,  the
Corporation  hereby  authorizes and establishes a series of its preferred stock,
par value $.01 per share,  consisting of 250,000 shares, to be known as "Class B
Voting  Preferred  Stock,"  having  the  following   designations,   rights  and
preferences:

     1.  Designation and Amount.  Of the 2,000,000  shares of preferred stock of
the  Corporation,  par value $.01 per share,  as authorized by Article IV of the
Corporation's Certificate of Incorporation, 125,000 shares are hereby designated
"Class B Voting Preferred Stock" (the "Class B Shares").

     2. Definitions. For purposes of this Certificate, the following terms shall
have the following definitions:

     2.1 "Class B Shares" shall mean the Class B Voting Preferred Stock.


<PAGE>

     2.2  "Preferred  Stock"  shall  mean  the  Class B  Shares  and  all  other
authorized Preferred Shares, collectively.

     2.3 "Common Stock" shall mean the Corporation's authorized shares of Common
Stock.

     2.4 "Liquidation Preference" for Class B Shares shall be the Original Issue
Price, plus ineach case any accrued but unpaid dividends on such shares, if any,
appropriately adjusted for combinations,  splits,  dividends or distributions of
shares of stock (a "Share Combination or Division") with respect to such shares.

     2.5 "Redemption Price" for the Class B Shares, are set forth in Section 6.1
hereof.

     2.6 "Original Issue Date" shall mean September 24, 2000.

     2.7  "Original  Issue  Price" of the Class B Shares  is  Seventeen  Dollars
($17.00) per share.

     2.8 "Act" shall mean the General  Corporation Law of the State of Delaware,
as amended.

     3.  Dividends.  The holders of Class B Shares  shall be entitled to receive
when and as declared by the Board of  Directors  of the  Corporation  out of any
funds at the  time  legally  available  therefore  dividends  at the rate of the
Original  Issue  Price  divided  by  11.8181818  per  share per  annum,  payable
semi-annually  on the first day of January and July of each year. Such dividends
shall accrue on each such share from the date of its original issuance and shall
accrue from day to day, whether or not earned or declared.  Such dividends shall
be  cumulative  and may be paid in cash or in kind through the  distribution  of
 .0425  Class B Shares  for each  outstanding  Class B  Share,  on each  dividend
payment date;  provided,  that if such  dividends in respect of any period shall

                                       2
<PAGE>

not have been paid or declared  and set apart for  payment  for all  outstanding
Class B Shares by each payment  date,  then until all unpaid  dividends  thereon
shall be paid or set  apart for  payment  to the  holders  of such  shares,  the
Corporation may not pay, declare or set apart any dividend or other distribution
on its shares of Common Stock or other shares junior to the Class B Shares,  nor
may any other distributions,  redemptions or other payments be made with respect
to the  shares  of Common  Stock or other  junior  shares.  In  addition  to the
foregoing, each holder of a Class B Share shall be entitled to receive, when and
as declared,  a dividend equal to each dividend  declared and paid on the shares
of Common  Stock,  on a share for share  basis,  so the  holders  of the Class B
Shares shall be entitled to participate  equally on a share for share basis with
the holders of the shares of Common Stock. If there is a share split or dividend
on the Common Stock,  then the Class B Share dividends shall be adjusted as if a
similar  split or dividend had occurred  with respect to the Class B Shares.  No
other right to  dividends  shall accrue to holders of Class B Shares as a result
of a failure to declare or pay dividends with respect to any period.

     4. Voting  Rights.  Except as  otherwise  expressly  provided  herein or as
required by law,  and unless the Act  provides for the holders of Class B Shares
to vote separately  from the holders of shares of Common Stock on a matter,  the
holder of each  Class B Share  shall be  entitled  to one vote for each share of
Common Stock into which such Class B Shares  could then be  converted  (with any
fractional share determined on an aggregate conversion basis being rounded up or
down to the nearest  whole share) and shall have voting  rights and powers equal
to the  voting  rights  and  powers of a holder of shares of Common  Stock.  The
holders of Class B Shares  shall vote with the holders of shares of Common Stock

                                       3
<PAGE>

and not as a separate class, and shall be entitled to notice of any shareholders
meeting in accordance with the Bylaws of the Corporation.

     5. Liquidation  Rights.  In the event of any liquidation,  dissolution,  or
winding up of the Corporation, either voluntary or involuntary, distributions to
the shareholders of the Corporation shall be made in the following manner.

     5.1 Class B Shares.  The  holders of Class B Shares  shall be  entitled  to
receive,  prior and in  preference to any  distribution  of any of the assets or
surplus funds of the Corporation to the holders of shares of Common Stock or any
other  Preferred  Stock  that are not  expressly  deemed  to be on a par with or
senior to the Class B Shares,  an amount equal to their  Liquidation  Preference
for each  Class B Share then held by them.  For this  purpose,  Preferred  Stock
Classes A and C, shall be on a par with Class B Shares. If such assets and funds
are  insufficient to permit the payment to the holders of Class B Shares of such
full  preferential  amount,  then the entire assets and funds of the Corporation
legally  available for  distribution  shall be  distributed  pro-rata  among the
holders  of the  Class B  Shares  and  Preferred  Stock  Classes  A and C in the
proportion  to their  ownership  of Class B Shares  based upon their  respective
Liquidation Preferences.

     5.2 Remaining  Liquidation Rights.  After payment to the holders of Class B
Shares  and other  Preferred  Stock on a par with or senior to Class B Shares of
the  amounts  set forth in Section 5.1 above,  the entire  remaining  assets and
funds of the Corporation  legally available for  distribution,  if any, shall be
distributed  among  the  holders  of all  outstanding  shares  of  Common  Stock
pro-rata, based on the number of shares of Common Stock held by each holder.

     5.3 Consolidation, Merger, Sale of Assets. Neither the consolidation or the
merger of the  Corporation  into or with any other entity or  entities,  nor the
sale or transfer by the Corporation of all or  substantially  all of its assets,
shall  be  deemed  to  be a  liquidation,  dissolution  or  winding  up  of  the
Corporation  within the meaning of the provisions of this Section 5, unless such
sale,  lease or conveyance  shall be in connection  with a plan of  liquidation,

                                       4
<PAGE>

dissolution, or winding up of the Corporation.

     6.  Redemption.  The Class B Shares shall be redeemable by the Corporation,
in whole or in part, at the option of the Board of Directors of the Corporation,
at any time and from time to time on or after March 24, 2004.

     6.1 Redemption  Price.  The Redemption Price of the Class B Shares shall be
the Original  Issue Price,  together  with accrued but unpaid  dividends on such
shares,  if any. The date fixed by the  Corporation  for any such  redemption is
herein called the "Redemption Date". In the event of a redemption of only a part
of the  Class  B  Shares  then  outstanding,  the  Corporation  shall  effect  a
redemption of Class B Shares pro-rata among the holders of such Shares.

     6.2  Redemption  Procedure.  At  least  thirty  (30)  days  prior  to  each
Redemption Date, the Corporation shall give written notice of such redemption to
each  holder  of  record  of the  Class B  Shares.  Written  notice  shall be by
certified  mail enclosed in a postage paid envelope  addressed to such holder at
such holder's  address as the same shall appear on the books of the Corporation.
Such  notice  shall (i) state that the  Corporation  has  elected to redeem such
shares pursuant to Section 5.1 hereof, (ii) state the Redemption Date, and (iii)
call upon such holder to surrender to the  Corporation  on or after such date at
its principal  office in Salt Lake City,  Utah (or at such other place as may be
designated by the  Corporation)  certificate or  certificates  representing  the
number of Class B Shares to be redeemed in  accordance  with such notice.  On or
after the Redemption Date, each holder of Class B Shares to be so redeemed shall
present or surrender  the  certificate  or  certificates  for such shares to the
Corporation  at  the  place  designated  in  such  notice  and,  thereupon,  the
Redemption Price of such shares shall be paid to, or to the order of, the person

                                       5
<PAGE>

whose name appears on such  certificate  or  certificates  as the owner thereof.
From  and  after  the  Redemption  Date,  unless  default  shall  be made by the
Corporation  in providing for the payment of the  Redemption  Price  pursuant to
such notice, all rights of the holders of the Class B Shares so redeemed, except
the right to receive the Redemption Price (but without  interest  thereon) shall
cease and terminate.

     6.3  Reissue  of  Redeemed  Shares.  Unless the Board of  Directors  of the
Corporation  shall determine  otherwise with respect to a specific  transaction,
Class B Shares  redeemed  by the  Corporation  shall  not be  retired  but shall
constitute   authorized  but  unissued  shares  that  may  be  reissued  by  the
Corporation as it sees fit.

     7.  Conversion.  The  holders of the Class B Shares  shall have  conversion
rights as follows (the "Conversion Rights"):

     7.1 Right to Convert/Automatic Conversion.

     (a) Each Class B Share  shall be  convertible,  at the option of the holder
thereof,  at any time  after  the  Original  Issue  Date,  at the  office of the
Corporation  or any transfer  agent for the Class B Shares,  into such number of
fully  paid and  non-assessable  shares  of  Common  Stock as is  determined  by
dividing the Original Issue Price by the  Conversion  Price for shares of Common
Stock at the time in effect.  The initial  Conversion Price for shares of Common
Stock shall be the Original Issue Price divided by ten (10); provided,  however,
that the  Conversion  Price shall be subject to  adjustment as set forth in this
Section 7.

     (b) Each Class B Share  shall  automatically  be  converted  into shares of
Common Stock at the then effective Conversion Price (i) immediately prior to the
closing of the Corporation's sale of shares of its Common Stock to the public in
a bona fide,  underwritten public offering pursuant to a registration  statement
under the Securities Act of 1933, as amended,  in which (a) the aggregate  price

                                       6
<PAGE>

paid for such  shares by the  public is at least $25  million  and (b) the price
paid by the public for such shares (before  deduction of underwriting  discounts
and registration  expenses)  results in a market valuation of the Corporation of
at least $200 million,  or (ii) promptly upon receipt of the affirmative vote of
the holders of two-thirds of the outstanding Class B Shares.

     7.2 Mechanics of Conversion.

     (a) To convert  Class B Shares,  the holder  thereof  shall  surrender  the
certificate or  certificates  representing  such shares,  duly endorsed,  at the
principal  corporate  office of the Corporation or of any transfer agent for the
Class B  Shares,  and  shall  give  written  notice  to the  Corporation  at its
principal  corporate  office of the election to convert the same and shall state
therein the name or names in which the  certificate or  certificates  for Common
Shares  are  to be  issued.  The  Corporation  shall,  as  soon  as  practicable
thereafter,  issue and  deliver at such office to such holder of Class B Shares,
or to the nominee or nominees of such holder,  a certificate or certificates for
the number of shares of Common  Stock to which such holder  shall be entitled as
aforesaid,  and a check  payable to the holder in the amount of any cash amounts
payable to the holder in lieu of fractional  shares, as provided in Section 7.7.
Such conversion shall be deemed to have been made immediately prior to the close
of business on the date of such surrender of the  certificate  representing  the
Class B Shares to be  converted,  and the person or persons  entitled to receive
the shares of Common Stock  issuable upon such  conversion  shall be treated for
all  purposes as the record  holder or holders of such shares of Common Stock as
of such date.

     (b) In the event of an automatic  conversion pursuant to Section 7.1(b) the
Class B Shares shall not be deemed to be converted  until  immediately  prior to
the closing of such sale of securities or one business day after the  completion

                                       7
<PAGE>

of the vote  referenced  in clause (ii) of Section  7.1(b).  Upon the closing of
such an offering or the day after the  completion of the vote,  the  outstanding
Class B Shares shall be converted  automatically  without  further action by the
holders of said shares and  whether or not the  certificates  representing  said
shares are  surrendered  to the  Corporation  or its transfer  agent;  provided,
however, the Corporation shall not be obligated to issue certificates evidencing
the shares of Common Stock issuable upon conversion of any Class B Shares unless
certificates  evidencing  such  Class  B  Shares  are  either  delivered  to the
Corporation or any transfer agent,  or the holder notifies the Corporation  that
said  certificates have been lost, stolen or destroyed and executes an agreement
satisfactory to the  Corporation to indemnify the  Corporation  against any loss
incurred by it in  connection  therewith.  Upon the  occurrence of the automatic
conversion,  the  holders of Class B Shares  shall  surrender  the  certificates
representing  the shares at the  office of the  Corporation  or of any  transfer
agent for the Class B Shares. Thereupon,  there shall be issued and delivered to
such holder,  promptly at such office and in such holder's name as shown on such
surrendered  certificate or certificates  (or such other name as such holder may
designate),  a certificate  or  certificates  for the number of shares of Common
Stock into which the Class B Shares  surrendered were convertible on the date on
which the event effecting the automatic conversion occurred.

     7.3 Conversion Price Adjustment. The Conversion Price of the Class B Shares
shall be subject to adjustment from time to time as follows:

     (a) (i) If the Corporation  shall issue any "Additional  Stock" (as defined
in Section 7.3(b) below) for a consideration  per share less than the Conversion
Price of the Common  Stock in effect  immediately  prior to the issuance of such
Additional Stock,  then the applicable  Conversion Price for the Common Stock in
effect  immediately prior to each such issuance shall forthwith be adjusted to a
price  determined  by  dividing  the  aggregate  consideration  received  by the

                                       8
<PAGE>

Corporation  for all  Additional  Stock  issued by the  Corporation  during  the
preceding 12 month  period,  including the  consideration  to be received by the
Corporation for the issuance of such Additional  Stock, by the aggregate  number
of shares of  Additional  Stock issued  during such  preceding 12 month  period,
including  the  number  of shares  of  Additional  Stock to be issued in the new
issuance.  Immediately  after any  shares of  Additional  Stock are deemed to be
issued pursuant to Section  7.3(a)(v),  such shares of Additional Stock shall be
deemed to be outstanding.

     (ii) No adjustment of the applicable  Conversion  Price shall be made in an
amount less than one cent ($.01) per share,  provided that any adjustments which
are not required to be made by reason of this sentence shall be carried  forward
and shall be made at the time of and  together  with any  subsequent  adjustment
which, on a cumulative  basis,  amounts to an adjustment of one cent ($0.01) per
share or more in the Conversion Price. Except to the limited extent provided for
in Sections  7.3(a)(v)(3)  and  7.3(a)(v)(4),  no adjustment of such  Conversion
Price pursuant to this Section  7.3(a) shall have the effect of increasing  such
Conversion Price above the Conversion Price in effect  immediately prior to such
adjustment.

     (iii) In the case of the issuance of shares of Common  Stock for cash,  the
consideration  shall be deemed to be the  amount of cash paid  therefore  before
deducting any discounts, commissions or other expenses allowed, paid or incurred
by the  Corporation  for any  underwriting  or otherwise in connection  with the
issuance and sale thereof.

     (iv)  In the  case  of  the  issuance  of  shares  of  Common  Stock  for a
consideration in whole or in part other than cash, the consideration  other than
cash shall be deemed to be the fair value  thereof as determined by the Board of
Directors irrespective of any accounting treatment.

                                       9
<PAGE>


     (v) In the case of the  issuance  of  options  to  purchase  or  rights  to
subscribe for shares of Common Stock, securities by their terms convertible into
or exchangeable  for shares of Common Stock, or options to purchase or rights to
subscribe  for  such  convertible  or  exchangeable  securities  (that  are  not
expressly  excluded  from the  definition of  Additional  Stock),  the following
provisions shall apply:

     (1) The aggregate maximum number of shares of Common Stock deliverable upon
exercise of such options to purchase or rights to subscribe for shares of Common
Stock  shall be deemed to have been  issued at the time such  options  or rights
were issued and for a consideration  equal to the  consideration  (determined in
the manner provided in Sections 7.3(a)(iii) and 7.3(a)(iv)), if any, received by
the  Corporation  upon the  issuance of such  options or rights plus the minimum
purchase price provided in such options or rights for the shares of Common Stock
covered thereby.

     (2) The aggregate maximum number of shares of Common Stock deliverable upon
conversion  of  or  in  exchange  for  any  such   convertible  or  exchangeable
securities,  or upon the  exercise of options to purchase or rights to subscribe
for such convertible or exchangeable  securities and subsequent conversion of or
exchange  thereof,  shall  be  deemed  to have  been  issued  at the  time  such
securities  were  issued  or  such  options  or  rights  were  issued  and for a
consideration,  if any, received by the Corporation for any such securities,  or
for any such options or rights,  plus the minimum additional  consideration,  if
any,  to be  received  by the  Corporation  upon the  conversion  or exchange of
related  securities,  for such shares of Common Stock (the consideration in each
case to be  determined  in the  manner  provided  in  Sections  7.3(a)(iii)  and
7.3(a)(iv)).

                                       10
<PAGE>


     (3) In the  event of any  change in the  number  of shares of Common  Stock
deliverable or any increase in the consideration payable to the Corporation upon
exercise of such options or rights or upon conversion of or in exchange for such
convertible or exchangeable securities,  including, but not limited to, a change
resulting from the antidilution  provisions thereof, the Conversion Price of the
Common Stock  obtained  with respect to the  adjustment  which was made upon the
issuance of such options,  rights or securities,  and any subsequent adjustments
based  thereon,  shall be  recomputed  to reflect  such  change,  but no further
adjustment  shall be made for the actual  issuance of shares of Common  Stock or
any  payment of such  consideration  upon the  exercise  of any such  options or
rights or the conversion or exchange of such related securities.

     (4) Upon the expiration of any such options or rights,  the  termination of
any such  rights to convert or  exchange  or the  expiration  of any  options or
rights related to such  convertible or exchangeable  securities,  the Conversion
Price of the Class B Shares  obtained with respect to the  adjustment  which was
made upon the  issuance  of such  options,  rights or  securities  or options or
rights related to such securities, and any subsequent adjustments based thereon,
shall be  recomputed  to reflect  the  issuance  of only the number of shares of
Common Stock actually  issued upon the exercise of such options or rights,  upon
the  conversion  or  exchange  of such  securities  or upon the  exercise of the
options or rights and conversion or exchange of such related securities.

     (b) "Additional  Stock" shall mean any shares of Common Stock issued either
directly or upon exercise or conversion of a derivative instrument (or deemed to
have been issued  pursuant to Section  7.3(a)(v)) by the  Corporation  after the
Original Issue Date other than:

                                       11
<PAGE>


     (i) Shares of Common Stock issued  pursuant to a  transaction  described in
subsection 7.3(c) hereof;

     (ii)  Shares of Common  Stock  issuable or issued to  employees,  officers,
directors  or  consultants  of the  Corporation  directly or pursuant to a stock
option plan or agreement or restricted  stock plan or agreement  approved by the
Board of Directors of the Corporation, when the total number of shares of Common
Stock so  issuable  or issued  does not  exceed  seven  hundred  fifty  thousand
(750,000)   shares   (appropriately   adjusted  to  reflect   subsequent   Share
Combinations  or  Divisions,  and  net of any  such  shares  repurchased  by the
Corporation at cost upon  termination of employment or services,  and net of any
such options which may expire unexercised);

     (iii) Shares of Common Stock issued or issuable in connection  with debt or
lease financings approved by the Board of Directors;

     (iv)  Shares of Common  Stock  issued or issuable  in  connection  with any
acquisition approved by the Board of Directors;(v) Shares of Common Stock issued
or issuable upon conversion of the Preferred Stock Classes A or B Shares;

     (vi) Common Stock issued or issuable as dividend  payments or accruals;  or
(vii) Shares of Common Stock issued prior to the Original Issue Date or pursuant
to subscription agreements entered into by the Corporation prior to the Original
Issue Date.

     (c) In the  event the  Corporation  should at any time or from time to time
after  the  Original  Issue  Date  fix a  record  date to  effect a split of the

                                       12
<PAGE>

outstanding  shares of Common Stock or the determination of holders of shares of
Common  Stock  entitled to receive a dividend or other  distribution  payable in
additional  shares of Common  Stock or other  securities  or rights  convertible
into,  or  entitling  the  holder  thereof to receive  directly  or  indirectly,
additional  shares of Common  Stock  (hereinafter  referred to as "Common  Stock
Equivalents")  without  payment  of any  consideration  by such  holder  for the
additional Common Stock  Equivalents  (including the additional shares of Common
Stock  issuable upon  conversion or exercise  thereof),  then, as of such record
date (or the date of such split,  dividend or  distribution if no record date is
fixed), the Conversion Price shall be appropriately decreased so that the number
of shares of Common Stock  issuable on conversion of each Class B Share shall be
increased in proportion to such increase of  outstanding  shares  (and/or shares
deemed to be outstanding as determined in accordance with Section 7.3(a)(v)).

     (d) If the number of shares of Common Stock  outstanding  at any time after
the Original Issue Date is decreased by a combination of the outstanding  shares
of Common  Stock,  then,  following  the record  date of such  combination,  the
Conversion Price shall be  appropriately  increased so that the number of shares
of Common Stock  issuable on conversion of each Class B Share shall be decreased
in  proportion to such  decrease in the number of  outstanding  shares of Common
Stock .

     7.4 Adjustment for Reclassification,  Exchange and Substitution.  If at any
time or from time to time after the  Original  Issue Date,  the shares of Common
Stock  issuable  upon the  conversion of the Class B Shares are changed into the
same or a different  number of shares of any class or classes of stock,  whether
by   recapitalization,   reclassification  or  otherwise  (other  than  a  share
combination  or division  provided for elsewhere in this Section 7), in any such

                                       13
<PAGE>

event  each  holder of the Class B Shares  shall  have the right  thereafter  to
convert  such  shares  into the kind  and  amount  of  securities  and  property
receivable  upon  such  recapitalization,  reclassification  or other  change by
holders of the shares of Common  Stock into which such Class B Shares could have
been converted immediately prior to such  recapitalization,  reclassification or
change.  In  any  such  case,  appropriate  adjustment  shall  be  made  in  the
application  of the  provisions  of this Section 7 with respect to the rights of
holders of Class B Shares after such  recapitalization,  reclassification or the
like to the end that the  provisions of this Section 7 (including  adjustment of
the  Conversion  Price then in effect  and the number of shares of Common  Stock
receivable upon conversion of the Class B Shares) shall be applicable after that
event and be as nearly equivalent as possible.

     7.5 Reorganizations,  Mergers,  Sale of Assets. If at any time or from time
to time after the Original Issue Date the Corporation  effects a merger, sale or
conveyance  of all or  substantially  all of the assets of the  Corporation,  or
similar reorganization (other than a reclassification,  exchange or substitution
provided for in Section 7.4), then as a part of such merger,  sale or conveyance
of assets, or other  reorganization  provision shall be made so that the holders
of Class B Shares shall thereafter be entitled to receive upon conversion of the
Class B Shares the number of shares of stock or other  securities or property of
the  Corporation  to which a holder of the  number  of  shares  of Common  Stock
deliverable upon conversion of such Class B Shares would have been entitled upon
such merger,  sale or conveyance of assets or other  reorganization,  subject to
adjustment in respect of such stock or securities by the terms  thereof.  In any
such  case,  appropriate  adjustment  shall  be made in the  application  of the
provisions  of this Section 7 with respect to the rights of the holders of Class
B Shares after the merger, sale or conveyance of assets or other  reorganization
to the end that the  provisions  of this Section 7 (including  adjustment of the
Conversion  Price  then in effect  and the  number of  shares  purchasable  upon
conversion of the Class B Shares)  shall be  applicable  after that event and be
nearly equivalent as practicable.


                                       14
<PAGE>


     7.6 No Impairment.  The Corporation  will not,  without the approval of the
holders  of Class B Shares as  required  under  Section 8, by  amendment  of its
Certificate of  Incorporation or through any  reorganization,  recapitalization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities or any other voluntary action,  avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed  hereunder by the
Corporation,  but will at all times in good faith  assist in the carrying out of
all the provisions of this Section 7 and in the taking of all such action as may
be necessary or appropriate  in order to protect the  Conversion  Rights against
impairment.

     7.7 No  Fractional  Shares.  No  fractional  shares  shall be  issued  upon
conversion  of any of the  Class B  Shares,  and the  number of shares of Common
Stock to be issued upon  conversion  shall be rounded down to the nearest  whole
share.  In lieu of any fractional  shares to which the holder would otherwise be
entitled,  the  Corporation  shall pay the  holder  cash  equal to the  fraction
multiplied  by the fair market  value of one share of Common  Stock  immediately
prior to the conversion,  as determined by the Board of Directors in good faith.
Whether or not  fractional  shares are issuable  upon such  conversion  shall be
determined  on the basis of the total  number of Class B Shares the holder is at
the time  converting  into  shares of Common  Stock and the  number of shares of
Common Stock issuable upon such aggregate conversion.

     8.  Protective  Provisions  for  Class B  Shares.  As long as at  least  an
aggregate  of fifty  thousand  (50,000) of the Class B Shares (as  appropriately
adjusted  for  Share  Combinations  or  Divisions)  shall  be  outstanding,  the
Corporation  shall not, without first obtaining the approval (by vote or written
consent,  as  provided by law) of the holders of not less than a majority of the
total number of Class B Shares then outstanding, voting together as one class:


                                       15
<PAGE>

     8.1 Certain Class B Share Changes. Amend or repeal any provision of, or add
any provision to, the  Corporation's  certificate of incorporation or bylaws, if
such  action  would  alter or change  the  rights,  preferences,  privileges  or
restrictions of the Class B Shares;

     8.2  Senior or Parity  Securities.  Issue  shares of any series or class of
stock having any preference or priority as to dividends,  assets or other rights
superior to or on a parity with any such  preference or priority  enjoyed by the
holders of the Class B Shares.

     8.3 Dividends.  Declare or pay any dividends on account of shares of Common
Stock,  except for share  dividends  issued pro rata to the holders of shares of
Common Stock;

     8.4  Redemption.  Purchase or redeem any capital  stock of the  Corporation
except  pursuant  to  Section 6 hereof or through a purchase  or  redemption  of
shares of Common Stock from an officer, employee,  director or consultant of the
Corporation upon termination of employment or services  pursuant to the terms of
a stock purchase or stock option plan or agreement.

     9. Notices.  Subject to any rights that may be conferred upon any shares of
Preferred Stock, each outstanding share of Common Stock shall be entitled to one
vote on each matter to be voted on by the  shareholders  of the  Corporation and
the  holders of the shares of Common  Stock shall be entitled to receive the net
assets of the Corporation upon dissolution.

     9.1 Notices of Record Date.  In the event of any taking by the  Corporation
of a record  of the  holders  of any  class of  securities  for the  purpose  of
determining  the holders thereof who are entitled to receive any dividend (other
than a cash dividend) or other  distribution,  or right to purchase or otherwise
acquire any securities or property of the Corporation, or any other right (other
than the right to vote shares), the Corporation shall mail to each holder of the
Class B Shares at least fifteen (15) days prior to the date specified therein, a

                                       16
<PAGE>

notice  specifying  the date on which  any such  record  is to be taken  for the
purpose of such dividend,  distribution or rights,  and the amount and character
of such dividend, distribution or right.

     9.2 Manner of Notice.  Any notice  required or permitted to be given by the
provisions of this Certificate of Incorporation to the holders of Class B Shares
(or any Class  thereof)  shall be given in  writing  and shall be deemed to have
been  duly  given if  delivered  personally  or when  mailed  by  registered  or
certified mail, postage prepaid, to each such holder of record of Class B Shares
at such holder's address appearing on the books of this Corporation.

     IN WITNESS WHEREOF, Klever Marketing,  Inc., has caused this Certificate to
be executed this 24th day of September, 2000, by its undersigned duly authorized
officer.

                             KLEVER MARKETING, INC.




                            By: _/s/Corey A. Hamilton
                                Corey A. Hamilton
                                Its:  President/COO

                                       17