Edgar Filing: KLEVER MARKETING INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant [ X ]

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Check the appropriate box:

[ ] Preliminary Proxy Statement [__] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
BY RULE 14A-6(E) (2))
[_X_] Definitive Proxy Statement
[__] Definitive Additional Materials

[__] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
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KLEVER MARKETING, INC.
(Name of Registrant as Specified In Its Charter)
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(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)

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[ X ] No fee required

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computed pursuant to Exchange Act Rule 0-11 (Set forth the
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[__] Check box if any part of the fee is offset as provided by Exchange Act
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was paid previously. Identify the previous filing by registration
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Klever Marketing, Inc.
350 West 300 South, Suite 201
Salt Lake City, UT 84101

NOTICE OF ANNUAL MEETING
TO BE HELD ON
September 27, 2001

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of KLEVER
MARKETING, INC., a Delaware corporation (herein called the "Company"), will be
held at the Hampton Inn, 425 South 300 West, Salt Lake City, UT 84101 on
September 27, 2001 at 4:00 p.m. MST (the "Annual Meeting") for the following
purposes:

1. To elect seven directors to serve for the next year and until their
respective successors are duly elected;
2. To approve an amendment to the Company's Bylaws regarding the President
and CEO positions of the Company;
3. To ratify the appointment of Robison Hill & Co. as the Company's
independent public accountants for fiscal 2001; and
4. To transact such other business as may properly come before the Annual
Meeting and any adjournment or postponement thereof.

The Board of Directors has fixed the close of business on August 6, 2001as the
record date for the determination of stockholders of Common and Preferred Stock
(convertible at the rate of 10 shares of Common Stock for each one share of
Preferred Stock) entitled to notice of and to vote at this Annual Meeting of
stockholders and at any adjournment or postponement thereof.

A list of stockholders entitled to vote at the Annual Meeting will be open for
examination by any stockholder for any purpose germane to the meeting during
ordinary business hours for a period of 10 days prior to the Annual Meeting at
the offices of the Company, 350 West 300 South, Suite 201, Salt Lake City, UT
84101, and will also be available for examination at the Annual Meeting until
its adjournment.

By Order of the Board of Directors

/s/ Corey A. Hamilton
President/CEO
Salt Lake City, Utah
August 24, 2001

ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER
OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN, AND RETURN
THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE
NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK, OR
OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE
RECORD HOLDER A PROXY ISSUED IN YOUR NAME.

PROXY STATEMENT
KLEVER MARKETING, INC.
350 WEST 300 SOUTH, SUITE 201
SALT LAKE CITY, UTAH 84101

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
September 27, 2001

INFORMATION CONCERNING SOLICITATION AND VOTING

General

The enclosed proxy is solicited on behalf of the Board of Directors of KLEVER
MARKETING, INC., a Delaware corporation (the "Company"), for use at the
Company's 2001 Annual Meeting of Stockholders to be held on September 27, 2001
at 4:00 p.m. MST at the Hampton Inn, 425 South 300 West, Salt Lake City, UT
84101, and at any and all adjournment or postponement thereof (the "Annual
Meeting"), for the purposes set forth herein and in the accompanying Notice of
Annual Meeting.

Solicitation

The Company will bear the entire cost of solicitation of proxies including
preparation, assembly, printing and mailing of this Proxy Statement, the proxy
card and any additional information furnished to stockholders. The Company may,
but does not currently plan to, engage a proxy solicitation firm in connection
with the solicitation of proxies. The expense of any such engagement is not
expected to exceed $10,000. Copies of solicitation materials will be furnished
to banks, brokerage houses, fiduciaries and custodians holding in their names
shares of Common Stock and Preferred Stock beneficially owned by others to
forward to such beneficial owners. The Company may reimburse persons
representing beneficial owners of Common Stock or Preferred Stock for their
costs of forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company. No additional compensation will be paid to directors, officers or other
regular employees for such services.

The Company intends to mail this Proxy Statement and accompanying proxy card on
or about August 24, 2001.

Voting Rights and Outstanding Shares

The Company had 12,167,759 shares of Common Stock, par value $.01 per share (the
"Common Stock"), and 279,535 voting right shares of Class A, B and C Convertible
Preferred Stock, par value $.01 per share (the "Preferred Stock") (all classes
are convertible at the rate of 10 shares of Common Stock for each one share of
Preferred Stock) for a total of 14,963,109 votes of stock outstanding as of
August 6, 2001. Holders of record of shares of Common Stock and Preferred Stock,
respectively, at the close of business on August 6, 2001 will be entitled to
notice of and to vote at the Annual Meeting. Holders of Common Stock will be
entitled to one vote for each such share so held of record. Holders of Preferred
Stock will be entitled to one vote for each share of Common Stock into which
such Preferred Stock is convertible. Holders of a majority of the outstanding
votes of stock, if present in person or represented by proxy, will constitute a
quorum at the Annual Meeting. Abstentions and "broker non-votes" (which occur if
a broker or other nominee does not have discretionary authority and has not
received voting instructions from the beneficial owner with respect to the
particular item) are counted for purposes of determining the presence or absence
of a quorum for the transaction of business. Directors will be elected by a
plurality vote of the votes of stock present in person or by proxy at the Annual
Meeting and entitled to vote. Accordingly, abstentions and broker non-votes will
not have an effect on the outcome of the election of directors. In all matters
other than the election of directors, the affirmative vote of the majority of
votes of stock present in person or by proxy at the Annual Meeting and entitled
to vote thereon is required. For such matter, abstentions are counted for
purposes of calculating shares entitled to vote but are not counted as shares
voting and therefore have the effect of a vote against each such proposal. Also,
for these proposals, broker non-votes are not counted as shares present at the
meeting and entitled to vote and therefore have no effect.

All votes will be tabulated by the Inspector of Elections appointed for the
Annual Meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether a matter has
been approved.

Revocability of Proxies

Any stockholder giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. A proxy may be revoked by delivering
written notice of revocation to the Company at its principal office, 350 West
300 South, Suite 201, Salt Lake City, Utah 84101, Attention: StacyAnn L.
Hoerner, Corporate Secretary, or by executing a subsequent proxy and presenting
it at the meeting. A proxy may also be revoked by the person who executed the
proxy by attending the Annual Meeting and voting in person. Attendance at the
meeting will not, by itself, revoke a proxy.

Stockholder Proposals

The Company expects to hold the 2002 Annual Meeting of Stockholders on October
24, 2002. Under Rule 14a-8 under the Securities Exchange Act of 1934, proposals
of our stockholders which are intended to be presented by such stockholders at
our 2002 Annual Meeting of Stockholders must be received by us no later than
April 24, 2002 in order to be included in the proxy statement and form of proxy
relating to that meeting. Stockholder proposals should be addressed to: StacyAnn
L. Hoerner, Secretary, Klever Marketing, Inc., PO Box 2935, Salt Lake City,
Utah, 84110.

NOMINATION AND ELECTION OF DIRECTORS
(PROPOSAL 1)

The persons named in the enclosed proxy will vote for the seven nominees named
below under "Nominees" as the Directors of the Company, unless instructed
otherwise in the proxy. Each director is to hold office until the 2002 Annual
Meeting of Stockholders and until his or her respective successor is duly
qualified and elected.

The names and certain information concerning the persons nominated by the Board
of Directors to become directors at the Annual Meeting are set forth below.
Although each of the persons nominated has consented to serve as a director if
elected, and your Board of Directors has no reason to believe that any of the
nominees will be unable to serve as a director, if any nominee withdraws or
otherwise becomes unavailable to serve, the persons named as proxies will vote
for any substitute nominee designated by the Board of Directors. The following
information regarding the Company's directors (including the nominees) and
executive officers is relevant to your consideration of the slate proposed by
your Board of Directors. The names of the nominees and certain information about
them are set forth below.

Nominees

Name Age Position
--------------------- --------------- ------------------------------------------

Corey A. Hamilton 44 Director and President, Chief Executive
Officer
Richard J. Trout 44 Director and Chief Financial Officer
D. Paul Smith 54 Director and Chairman
William C. Bailey 66 Director
Michael L. Mills 38 Director
Leonard D. Southwick 47 Director
C. Terry Warner 64 Director Elect

The Board of Directors currently consists of seven persons. Directors are
elected annually by the Company's stockholders at each annual meeting, and serve
until the next annual meeting and until their successors are elected and shall
have qualified.

Corey A. Hamilton became President in May 2000 and Chief Executive Officer in
December 2000 and has served as director of the Company since September 2000.
Prior to becoming President and Chief Executive Officer, Mr. Hamilton served as
the Company's Vice President of Sales and Marketing since September 1999 until
May 2000. Mr. Hamilton joined Klever with over twenty years of marketing and
sales industry expertise including sales experience with Fortune 100
manufacturers and leading retailers. Throughout his 20-year career, Mr. Hamilton
has filled various executive marketing and sales positions. His responsibilities
included strategic marketing, national sales, client relationship management and
P & L management. He also served as Vice President/Division Manager with PIA
Merchandising Company for several years. Mr. Hamilton spent ten years at
Pepsi-Cola Company, six years with Johnson & Johnson and a year with Huffy
Service First, Inc. His experience at these companies included responsibilities
as Vice President retail operations, Vice President franchise operations,
director of sales & marketing, trade development manager, and district sales
manager. His experience involved relationships with all of the major consumer
goods companies and retailers including, but not limited to, Frito Lay, Quaker
Oats, Alberto Culver, Kroger and HEB.

Richard J. Trout became the Company's Interim Chief Financial Officer in June
2000 and a director of the Board in September 2000. He became Chief Financial
Officer in July 2001. In the capacity of the Company's CFO, Mr. Trout will work
side-by-side with Mr. Hamilton to facilitate the Company's plans for funding, M
& A activity, strategic positioning and various other financial planning and
reporting functions. Mr. Trout comes to Klever Marketing with a strong financial
background working for Western Financial Bank in California as a Vice President
for 12 years. For the past four years he has been the CFO and an active board
member for Olson Farms Inc.

D. Paul Smith became Chairman of the Board in January 2001 and has served as
director of the Company since November 2000. Mr. Smith has been an ongoing
financial advisor to the Company for the past five years and has played an
active part in the development of the Company's business plan. Mr. Smith is
Chief Financial Officer for the Arbinger Institute.

William C. Bailey was elected as a director of the Company in June 1994. Mr.
Bailey is President and owner of Mount Olympus Waters, Inc. and founder of Water
and Power Technologies. Mr. Bailey served on the Board of Directors for the
American Bottled Water Association and the International Bottled Water
Association from 1975 to 1996, and was the Association's President in 1978 and
again in 1990. He received the industry's first award of Excellence from IWBA in
1987 and was elected to the Beverage World Water Hall of Fame in 1989. He serves
as a member of the Board of Trustees for the Utah Food Industry Associations
Insurance Trust. He is a member of the Board of Trustees for the Utah Opera,
currently serving as Chairman of the Board. He has been a member of the Board of
Directors for KUED 1990-1996, University of Utah Alumni Board 1990-1994, and a
member of the University of Utah's Fine Art's Advisory Board. He is also a
member of the Salt Lake Rotary and served as Secretary 1999-2000.

Michael L. Mills was elected as a director of the Company in December 1998. Mr.
Mills is President/CEO of Olson Farms, Inc., a diversified agricultural and real
estate holding company with operations throughout the western United States.
Olson Farms, Inc. deals primarily in the production, processing, and
distribution of eggs, with headquarters in Ontario, California. Mr. Mills has
been with Olson Farms, Inc. since 1989. Mr. Mills began his career with Deloitte
& Touche in Los Angeles after graduating from the University of Utah summa cum
laude in accounting and math.

Leonard D. Southwick became a member of the Company's Board in January 2001. Mr.
Southwick is currently Vice President and Director of Operations of the
Riverside Metro Auto Group in Southern California and also a director on the
Olson Farms Board. Mr. Southwick provides a successful history of managerial
experience in the planning and execution of high growth operations.

C. Terry Warner, Ph.D., is a long time shareholder in Klever Marketing, Inc. He
has been nominated for a seat on Klever's Board this year. Mr. Warner is the
founder of The Arbinger Company. He received his Ph.D. in philosophy from Yale
University, and has been a senior teacher at Oxford University. He has taught at
the university level for over twenty-five years and has been Dean of the College
of General Studies at Brigham Young University. His area of focus is moral and
social philosophy, and his ideas and writings about human relationships have
been adopted and propagated by business consultants, family therapists, social
psychologists, counselors and doctors of medicine all over the world. He has
been a consultant, advisor and teacher to executives of many Fortune 500
companies for over fifteen years.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR
OF EACH NAMED NOMINEE.

Board Committees and Attendance at Meetings

During the fiscal year ended December 31, 2000, the Board of Directors held a
total of eleven meetings. The standing committees of the Board of Directors are
the Executive Committee, Compliance Committee, Compensation Committee, Budget
Committee and Strategic Planning Committee.

The Executive Committee was initially formed by resolution of Board on June 12,
2001 and is composed of Messrs. D. Paul Smith, chairman, Corey A. Hamilton,
Michael L. Mills, Richard J. Trout, William C. Bailey, and Leonard D. Southwick.
The function of the Executive Committee is to enable Board of Directors'
business to be conducted between regular Board meetings. The Executive Committee
may exercise all of the powers and authority of the Board of Directors in the
management of the business and affairs of the Company, except (i) approving or
adopting, or recommending to the stockholders, any action or matter expressly
required by Delaware law to be submitted to stockholders for approval or (ii)
adopting, amending or repealing any bylaw of the Company.

The Compliance and Audit Committee is composed of Richard J. Trout, chairman,
Michael L. Mills and D. Paul Smith. The Compliance and Audit Committee's
functions include: assuring that the Company is in compliance with all Federal
and State laws and assuring all the Company's internal rules and regulations, as
set forth in the By-laws and Certificate of Incorporation, are followed and
enforced. The Compliance and Audit Committee was formed late November 2000 and
met once during the course of the 2000 fiscal year.

The Compensation Committee is composed of Michael L. Mills, chairman, William C.
Bailey, and Richard J. Trout. The Compensation Committee's functions include:
assuring that the Company's human resource policies are effective in attracting,
retaining, and developing outstanding executive talent; assuring that the
Company has succession plans for senior management positions; assuring that the
Company's total compensation program supports the Company's business goals and
strategies, reinforces desired corporate behaviors, and properly recognizes
performance; and assuring that the Company's compensation levels are internally
equitable and externally competitive. The Compensation Committee was formed late
November 2000 and met two times during the course of the 2000 fiscal year. The
duties of the Compensation Committee currently belong to the Executive Committee
as of June 12, 2001.

During the last fiscal year, the Compensation Committee recommended that the
Board ratify Corey A. Hamilton's contract at a base salary of $150,000 through
July 2001 and name him President/Chief Executive Officer. In addition, the
Committee recommended granting a 100,000-share option with the strike price
being the weighted average for the last 10 days from the date of the Board
Meeting (October 27, 2000). The option is to vest as follows: 50,000 shares
shall vest in one year (October 27, 2001), and the remaining 50,000 shall vest
in two years (October 27, 2002). The option shall expire October 27, 2003. If
[the Company were to have a change in control defined as a merger or were to be]
acquired, the shares shall vest immediately.

On August 1, 2001 the Executive Committee renewed Corey A. Hamilton's contract
with the Company. The current contract would be for a term of thirty-six months
from the Effective Date of August 1, 2001. Mr. Hamilton would continue to hold
the office of President and Chief Executive Officer. Mr. Hamilton shall receive
a base salary of $200,000 per year. Mr. Hamilton is to receive a cash bonus of
$50,000, payable upon the timely receipt by the Company of the
"Funding"(Funding: The success of the Company is conditioned upon its raising of
at least $5,000,000 of debt or equity funding during the period commencing on
the Effective Date of the Agreement and ending on January 31, 2002 (the
"Funding")). Mr. Hamilton shall be granted 300,000 options for common stock at a
strike price of $1.00 (currently greater than fair market value) vesting
quarterly over the course of the next thirty-six months. All vested options will
expire upon the earliest of three (3) years from vesting date or three months
following termination of employment with the Company. All options currently held
and vested by Mr. Hamilton will expire on December 31, 2004. In the event the
Company or substantially all of its assets is purchased or acquired outright or
a controlling interest is purchased or acquired, all outstanding options vest
immediately.

The Budget Committee is composed of Richard J. Trout, chairman, Corey A.
Hamilton and D. Paul Smith. The Budget Committee's functions include: approving
the nature and scope of services performed by the independent accountants and
reviewing the range of fees for such services; conferring with the independent
accountants and reviewing the results of their audit; and reviewing the
Company's internal auditing, accounting and financial controls. The Budget
Committee was formed late November 2000 and met once during the course of the
2000 fiscal year. The duties of the Budget Committee currently belong to the
Audit Committee as of June 12, 2001.

The Strategic Planning Committee is composed of Corey A. Hamilton, chairman,
William C. Bailey, and Richard J. Trout. The Strategic Planning Committee's
functions include: analyzing the applicable market for the Company's products
and giving recommendations to the Board of Directors on the best methods and
approach in which to market the Company's products. The Strategic Planning
Committee was formed in late November 2000 and did not meet during the course of
the 2000 fiscal year. The duties of the Strategic Planning Committee currently
belong to the Executive Committee as of June 12, 2001.

During 2000, each member of the Board of Directors, attended at least 75% of the
meetings of the Board, and of the committees on which such director served, held
during the period for which he was a director or committee member, respectively.

APPROVAL OF THE AMENDMENT TO CORPORATE BYLAWS
(PROPOSAL 2)

The Board of Directors believes that it is in the Company's best interest to
amend Article V, Section 6 of the Company's Bylaws to provide that the Company's
President may or may not serve in the capacity of Chief Executive Officer in
conjunction with the office of President.

As of February 25, 1998, the President also served in the office of Chief
Operating Officer and reported directly to the Chief Executive Officer and Board
of Directors. The existing Article V, Section 6 provides that the president
shall be the chief executive officer of the Company, shall preside at all
meetings of the stockholders and the Board of Directors, and shall have general
and active management of the business of the Company and see to it that all
orders and resolutions of the Board of Directors are carried into effect.

If this proposal is approved, Section 6 of Article V of the Company's Bylaws
will be deleted and replaced with a new Section 6 to read in its entirety as
follows:

"Section 6. The President may or may not serve in the capacity of Chief
Executive Officer of the Corporation by the discretion of the Board of
Directors. He 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."

The Board of Directors adopted this resolution by a five to one vote setting
forth the proposed amendment to the Company's Bylaws, declaring its advisability
and directing that the proposed amendment be submitted to the stockholders for
their approval at the Annual Meeting. If approved by the stockholders, the
amendment will become effective upon filing of an appropriate certificate with
the Secretary of State of the State of Delaware.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.

RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
(PROPOSAL 3)

The Board of Directors has selected Robison Hill & Co. to audit the financial
statements of the Company for the year ending December 31, 2001. Robison Hill &
Co. has audited the Company's financial statements since 1994. The persons named
in the enclosed proxy will vote shares represented by proxies returned to the
Company FOR the proposal unless instructed otherwise in the proxy.

A representative of Robison Hill & Co. will be present at the Annual Meeting to
respond to any questions and to make a statement on behalf of his firm, if he so
desires.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
PROPOSAL TO RATIFY THE SELECTION OF THE ACCOUNTING FIRM ROBISON HILL & CO.
AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2001.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of August 6, 2001, certain information
regarding the ownership of the Company's Common Stock and Preferred Stock by:
(1) all those known by the Company to be beneficial owners of more than five
percent of the outstanding shares of the Company's Common and Preferred Stock,
who are not directors, nominees for director, or executive officers; (2) each
director and nominee for director; (3) each of the executive officers; and (4)
all directors and executive officers of the Company as a group.

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Name of Beneficial Owner Number of Shares Beneficially Owned Percent (%) Beneficial Ownership
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------

Peter Dean Olson Trust 2,759,8801 15.78%
601 S. Milliken Ave, Ste K-100
Ontario, CA 91761

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Tree of Stars 2,542,967 14.54%
350 W 300 S, Ste 205
Salt Lake City, UT 84101

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-----------------------------------------------------------------------------------------------------------------------------
Olson Farms, Inc. 1,798,9352 10.28%
601 S. Milliken Ave, Ste K-100
Ontario, CA 91761

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-----------------------------------------------------------------------------------------------------------------------------
Seabury Investors III, Limited Partnership 1,638,1983 9.37%
540 Madison Ave
New York, NY 10022

-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
Estate of Peter Dean Olson 961,4445 5.50%
601 S. Milliken Ave, Ste K-100
Ontario, CA 91761

-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
Corey A. Hamilton 300,0007 1.72%
350 W 300 S, Ste 201
Salt Lake City, UT 84101

-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
Richard J. Trout 50,0008 0.29%
601 S. Milliken Ave, Ste K-100
Ontario, CA 91761

-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
William C. Bailey 264,8019 1.51%
1825 S 3730 W
Salt Lake City, UT 84104

-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
Paul G. Begum 3,578,5771 20.46%
350 W 300 S, Ste 205
Salt Lake City, UT 84101

-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
Michael L. Mills 3,002,7521 17.17%
601 S. Milliken Ave, Ste K-100
Ontario, CA 91761

-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
D. Paul Smith 178,61212 1.02%
350 W 300 S, Ste 100
Salt Lake City, UT 84101

-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
All Directors and Executive Officersas a 7,417,912 42.41%
Group (7 persons)
-----------------------------------------------------------------------------------------------------------------------------

1 Represents: (a) 961,944 Common Shares held by the Estate of Peter Dean Olson,
subject to court approval as to which the Peter D. Olson Trust disclaims
beneficial ownership; (b) 103,917 voting right Preferred Shares (convertible
within the next 60 days into 1,039,170 Common Shares) and (c) 759,765 Common
Shares owned by Olson Farms, Inc. as to which the Peter D. Olson Trust may be
deemed to share voting and investment power, but as to all except the Peter Dean
Olson Trust's indirect 0.0322% interest in Olson Farms, Inc. beneficial
ownership is disclaimed by the Peter D. Olson Trust. Excludes all Common Shares
and all Preferred Shares held by Olson Farms, Inc. in which the Estate holds a
0.0322% indirect interest.

2 Represents: 103,170 voting right Preferred Shares (convertible within the next
60 days into 1,031,700 Common Shares) held by Olson Farms, Inc.; and 759,765
Common Shares held by Olson Farms, Inc.

3 Represents: 269,998 warrants to purchase Common Shares held by Seabury
Investors III, Limited Partnership; 136,820 voting right Preferred Shares
(convertible within the next 60 days into 1,368,200 Common Shares) held by
Seabury Investors III, Limited Partnership.

4 Represents: 269,998 warrants to purchase Common Shares held by Seabury
Investors III, Limited Partnership; 136,820 voting right Preferred Shares
(convertible within the next 60 days into 1,368,200 Common Shares) held by
Seabury Investors III, Limited Partnership to which John Luth is a general
partner and holds pecuniary interest.

5 Represents: Shares held by the Estate of Peter Dean Olson, subject to court
approval. Excludes all Common Shares and all Preferred Shares held by Olson
Farms, Inc. in which the Estate holds a 0.0322% indirect interest.

6 Represents: 12,500 Common Shares held by C. Terry Warner; 819,980 Common
Shares held by Primavera, Ltd as to all of which Mr. Warner disclaims beneficial
ownership; 55,060 Common Shares held by Alice Warner as to all of which Mr.
Warner disclaims beneficial ownership; and 15,000 Common Shares held by Susan
Warner as to all of which Mr. Warner disclaims beneficial ownership.

7 Represents: Mr. Hamilton's options covering 300,000 Common Shares.

8 Represents: 25,000 Common Shares held by Mr. Trout; and Mr. Trout's options
covering 25,000 Common Shares.

9 Represents: 224,516 Common Stock held by William C. Bailey; Mr. Bailey's
options covering 20,000 Common Shares exercisable within the next 60 days; and
20,285 Common Shares held by the William C. Bailey Family Trust as to all of
which Mr. Bailey disclaims beneficial ownership.

10 Represents: 31,834 Common Shares held by Mr. Begum; 2,542,967 Common Shares
held by Tree of Stars as to all of which Mr. Begum disclaims beneficial
ownership; 3,951 voting right Preferred Shares (convertible within the next 60
days into 39,510 Common Shares) as to all of which Mr. Begum disclaims
beneficial ownership; and 638,859 Common Shares held by Reed H. Bradford Center
as to all of which Mr. Begum disclaims beneficial ownership.

11 Represents: 23,182 Common Shares held by Michael L. Mills; Mr. Mills' options
covering 12,000 Common Shares exercisable within the next 60 days; 103,170
voting right Preferred Shares (convertible within the next 60 days into
1,031,700 Common Shares) held by Olson Farms, Inc., of which Mr. Mills is
President and as to all of which Mr. Mills disclaims beneficial ownership;
759,765 Common Shares held by Olson Farms, Inc., of which Mr. Mills is President
and as to all of which Mr. Mills disclaims beneficial ownership; 150,000 Common
Shares held by The Olson Foundation, of which Mr. Mills is one of four trustees,
as to all of which Mr. Mills disclaims beneficial ownership; 5,769 voting right
Preferred Shares (convertible within the next 60 days into 57,690 Common Shares)
held by the Olson Foundation, of which Mr. Mills is one of four trustees, as to
all of which Mr. Mills disclaims beneficial ownership; and 961,944 Common Shares
held by the Estate of Peter Dean Olson, of which Mr. Mills is executor, as to
all of which Mr. Mills disclaims beneficial interest.

12 Represents: 168,612 Common Shares held by Mr. Smith; and Mr. Smith's options
covering 10,000 Common Shares.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Exchange Act requires the Company's directors, executive
officers, and persons who own more than 10% of a registered class of the
Company's equity securities, to file with the Commission reports regarding
initial ownership and changes in ownership. Directors, executive officers, and
greater than 10% stockholders are required by the Commission to furnish the
Company with copies of all Section 16(a) forms they file.

To the best of the Company's knowledge, based solely on a review of the copies
of such reports furnished to the Company and written representations that no
other reports were required, during the fiscal year ending December 31, 2000,
the Company believes that all reporting persons complied with all Section 16(a)
filing requirements, except that: the Estate of Peter Dean Olson filed a late
Form 3; and Paul G. Begum filed a Form 4 on March 29, 2001 which included six
late transactions from 1996 through 1999 but has also missed three filings for
four (4) transactions during the last fiscal year and also missed fifteen
filings for thirty-two (32) transactions from 1996 through 1999. This
noncompliance with the requirements of Section 16(a) was uncovered during an
audit after Paul G. Begum's resignation from the Company. The Company was
unaware of the noncompliance prior to the investigation.

MANAGEMENT

Executive Officers

The following table sets forth certain information concerning the executive
officers of the Company.

Name Age Position

Corey A. Hamilton 44 President, Chief Executive Officer and Director
Richard J. Trout 44 Chief Financial Officer and Director

See Proposal 1 "Nomination and Election of Directors" for the biographies of Mr.
Hamilton and Mr. Trout.

EXECUTIVE COMPENSATION

Compensation of Directors

The Board of Directors has 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 will preclude any director from serving the Company in any other
capacity and receiving compensation therefore. Members of special or standing
committees are allowed like compensation for attending committee meeting.

The directors have not received any compensation, in their capacities as
directors, for the past fiscal year.

Compensation of Executive Officers

The following table sets forth, for the fiscal year ended December 31, 2000,
certain compensation, including salary, bonuses, stock options and certain other
compensation, awarded or paid to, or earned by, the Company's Chief Executive
Officer and the Company's former Chief Executive Officer.

----------------------------- ------- ----------------------------------------------------------- ---------------------------
Name and Annual Compensation Long-Term Compensation
Principle Position Year Awards
----------------------------- ------- ----------------------------------------------------------- ---------------------------
----------------------------- ------- ----------------- ------------------- --------------------- ---------------------------

Salary ($) Bonus ($) Other Compensation Securities Underlying
($) Options (#)
----------------------------- ------- ----------------- ------------------- --------------------- ---------------------------
----------------------------- ------- ----------------- ------------------- --------------------- ---------------------------
Corey A. Hamilton 2000 126,875 0.00 0.00 200,000
President/CEO 1999 23,538(1) 0.00 0.00 100,000
----------------------------- ------- ----------------- ------------------- --------------------- ---------------------------
----------------------------- ------- ----------------- ------------------- --------------------- ---------------------------
Paul G. Begum 2000 96,780(2) 0.00 33,191(2) 0
Former Chairman/CEO 1999 72,000(2) 17,500 185,386(2) 237,000
1998 72,000(2) 14,000 88,089(2) 0
----------------------------- ------- ----------------- ------------------- --------------------- ---------------------------

1 Corey A. Hamilton joined the Company in September 1999 as the Vice President
of Sales and Marketing. In May of 2000, Mr. Hamilton was named President, and
later was named Chief Executive Officer upon Paul G. Begum's resignation in
December 2000.

2 Paul G. Begum resigned as Chief Executive Officer in December 2000 and ceased
acting as chairman in January 2001. He remains a director of the Board. In
addition to the compensation noted above, Mr. Begum applied $33,191, $185,386,
and $88,089 in 2000, 1999, and 1998, respectively, for an exercise of a Company
stock option and also signed a note in February, 2000, for the balance of
$191,776 to exercise that option; the note was paid down to $93,876 as of
December 31, 2000. On August 1, 2001, Mr. Begum surrendered 100,000 shares of
Klever Marketing, Inc. common stock back to the Company's treasury that was held
as collateral for the note.

1998 Stock Incentive Plan

The 1998 Stock Incentive Plan ("Plan") was adopted by the Board of Directors on
June 1, 1998 and approved by the stockholders of the Company on November 13,
1998. The purpose of the Plan is to enable the Company to attract and retain the
services of and provide performance incentives to (1) selected employees,
directors and officers of the Company or of any subsidiary of the Company and
(2) selected non-employee agents, consultants, advisors and independent
contractors of the Company or any subsidiary.

OPTION GRANTS IN LAST FISCAL YEAR

----------------------------- ----------------- ------------- ----------- -------------- ------------------------------
Number of % of Total Exercise Expiration Potential Realizable Value
Securities Option at assumed annual rates of
Underlying Granted to stock price appreciation for
Options Granted Employees Price ($) Date option term ($)
----------------------------- ----------------- ------------- ----------- -------------- ------------------------------
---------------------------------------------------------------------------------------- --------------- --------------

5% 10%
---------------------------------------------------------------------------------------- --------------- --------------
----------------------------- ----------------- ------------- ----------- -------------- --------------- --------------
Corey A. Hamilton 100,000 16.5% 1.78 07/24/2004
----------------------------- ----------------- ------------- ----------- -------------- --------------- --------------
----------------------------- ----------------- ------------- ----------- -------------- --------------- --------------
Corey A. Hamilton 100,000 16.5% 1.41 10/27/2003
----------------------------- ----------------- ------------- ----------- -------------- --------------- --------------
----------------------------- ----------------- ------------- ----------- -------------- --------------- --------------
Richard J. Trout 25,000 4.1% 1.91 09/07/2002
----------------------------- ----------------- ------------- ----------- -------------- --------------- --------------
----------------------------- ----------------- ------------- ----------- -------------- --------------- --------------
Michael L. Mills 0 0 N/A N/A N/A N/A
----------------------------- ----------------- ------------- ----------- -------------- --------------- --------------
----------------------------- ----------------- ------------- ----------- -------------- --------------- --------------
D. Paul Smith 0 0 N/A N/A N/A N/A
----------------------------- ----------------- ------------- ----------- -------------- --------------- --------------
----------------------------- ----------------- ------------- ----------- -------------- --------------- --------------
William C. Bailey 0 0 N/A N/A N/A N/A
----------------------------- ----------------- ------------- ----------- -------------- --------------- --------------
----------------------------- ----------------- ------------- ----------- -------------- --------------- --------------
Paul G. Begum 0 0 N/A N/A N/A N/A
----------------------------- ----------------- ------------- ----------- -------------- --------------- --------------
----------------------------- ----------------- ------------- ----------- -------------- --------------- --------------
Leonard D. Southwick N/A N/A N/A N/A N/A N/A
----------------------------- ----------------- ------------- ----------- -------------- --------------- --------------

OPTION EXERCISES AND YEAR END VALUE TABLE

------------------------------ ------------ -------------- ----------------------------------------------------------------------
At Fiscal Year End
------------------------------ ------------ -------------- ----------------------------------------------------------------------
------------------------------ ------------ -------------- ----------------------------------- ----------------------------------
Shares Value Number of Securities Underlying Value of Unexercised
Acquired
on
exercise Realized ($) Unexercised Options in-the-money options ($) (a)
------------------------------ ------------ -------------- ----------------------------------- ----------------------------------
------------------------------ ------------ -------------- -------------- -------------------- -------------- -------------------
Exercisable Unexercisable Exercisable Unexercisable
------------------------------ ------------ -------------- -------------- -------------------- -------------- -------------------
------------------------------ ------------ -------------- -------------- -------------------- -------------- -------------------

Corey A. Hamilton 0 0 125,000 175,000 0 0
------------------------------ ------------ -------------- -------------- -------------------- -------------- -------------------
------------------------------ ------------ -------------- -------------- -------------------- -------------- -------------------
Richard J. Trout 0 0 25,000 0 0 0
------------------------------ ------------ -------------- -------------- -------------------- -------------- -------------------
------------------------------ ------------ -------------- -------------- -------------------- -------------- -------------------
Michael L. Mills 0 0 12,000 0 0 0
------------------------------ ------------ -------------- -------------- -------------------- -------------- -------------------
------------------------------ ------------ -------------- -------------- -------------------- -------------- -------------------
D. Paul Smith 0 0 10,000 0 0 0
------------------------------ ------------ -------------- -------------- -------------------- -------------- -------------------
------------------------------ ------------ -------------- -------------- -------------------- -------------- -------------------
William C. Bailey 28,979 31,008 20,000 0 0 0
------------------------------ ------------ -------------- -------------- -------------------- -------------- -------------------
------------------------------ ------------ -------------- -------------- -------------------- -------------- -------------------
Paul G. Begum 608,564 529,451 237,000 0 0 0
------------------------------ ------------ -------------- -------------- -------------------- -------------- -------------------
------------------------------ ------------ -------------- -------------- -------------------- -------------- -------------------
Leonard D. Southwick N/A N/A N/A N/A N/A N/A
------------------------------ ------------ -------------- -------------- -------------------- -------------- -------------------

The closing price of the Company's Common Stock was $0.37 per share on December
31, 2001, the last business day of the fiscal year.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No interlocking relationship exists between the Board of Directors or
Compensation Committee and the Board of Directors or Compensation Committee of
any other company, nor has any such interlocking relationship existed in the
past.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Corey A. Hamilton Employment Agreement.

In July, 2000, an Employment Agreement was entered into between the Company and
Corey A. Hamilton. The agreement sets forth the mutual covenants and conditions
of Mr. Hamilton's employment. Namely, the agreement states that the Company will
employ Mr. Hamilton as the President of the Company to perform such duties
generally associated with such office. In such capacity, Mr. Hamilton will
report to and be under direct supervision of Paul G. Begum, the Company's
then-current Chief Executive Officer. Upon Mr. Begum's resignation, see below,
Mr. Hamilton was also named the Company's Chief Executive Officer.

Paul G. Begum Separation Agreement.

In January, 2001, a Separation Agreement was entered into between the Company,
Paul G. Begum, PSF, Inc., a Utah corporation, and Tree of Stars, Inc., a Nevada
corporation. The agreement sets forth the terms and conditions of Mr. Begum's
resignation and termination. Namely, the Company agreed to the following.

First, the Company agreed to pay all business expenses charged to Mr. Begum's
Advanta credit card in the approximate amount of $26,000.00. Second, the Company
agreed to pay Mr. Begum $20,000.00 in cash and reduce the principal amount owing
under the PSF, Inc. Note by $13,000.00. Third, the Company agreed to make all
lease payments through the end of the lease term on the Lexus vehicle Mr. Begum
is currently using, at which time Mr. Begum will be responsible to either
purchase the vehicle personally or return the vehicle pursuant to the lease. To
the extent the lease payments exceed $500.00 per month, Mr. Begum will reimburse
the Company the excess amount upon written notice by the Company. Fourth, the
Company agreed to continue to make all lease payments through the end of the
lease term on the laptop computer Mr. Begum was then using, at which time Mr.
Begum will comply with the lease with respect to disposition of the laptop
computer. Fifth, the Company agreed to hire Mr. Begum as a consultant for seven
months following the execution of the separation agreement. Mr. Begum would be
paid $6,500.00 per month for seven months as a consulting fee. The Company also
agreed to cooperate with Mr. Begum's fundraising activities by providing
promotional materials and having a Company representative attend the fundraising
activities. Sixth, the separation agreement states that Mr. Begum is personally
responsible for his medical insurance premiums effective January 1, 2001.
Seventh, Mr. Begum is responsible to transfer the cellular phone he is currently
using into his personal name and is responsible to pay all charges relating to
such telephone service from and after January 4, 2001. Eighth, The Company will
reimburse Mr. Begum for attorneys' fees and legal expenses that he has
personally incurred, but only up to a maximum of $3,000.00. Ninth, the Company
agreed to continue to reimburse Mr. Begum for all travel and related expenses
incurred in connection with fundraising activities for the Company so long as
such expenses are authorized and approved by the Company in advance. Lastly, Mr.
Begum was given the right, prior to July 31, 2001, to surrender to the Company
100,000 shares of the Company's Common Stock owned by PSF, Inc. in full
satisfaction of all amounts owing under the PSF, Inc. Note.

Gerard C. Coelsch Employment Agreement

In June 1998, an Employment Agreement was entered into between the Company and
Gerald C. Coelsch. The agreement sets forth the mutual covenants and conditions
of Mr. Coelsch's employment. Namely, the agreement states that the Company would
have employed Mr. Coelsch for a one-year period beginning on July 6, 1998 and
ending on July 8, 1999 (the "First Contract Year"). If the Company obtained a
binding commitment to raise capital, or did in fact raise capital, in an amount
of at least $5,000,000, through a private or public offering, or the Board of
Directors approved any other funding method, during the First Contract Year, the
term of Mr. Coelsch's employment would have automatically extended for a two
year period (the "Extension Period"). The Extension period would have begun on
the date on which the Company had first obtained such binding commitment for
capital or had first raised such capital, whichever were to have occurred first,
or the date on which the Board of Directors were to have approved such other
funding method, provided that such funding transaction were ultimately
consummated. Mr. Coelsch's term of employment would have automatically renewed
for additional one-year terms unless, at least sixty (60) days prior to the
expiration of the current term, either Mr. Coelsch or the Company had provided
written notice to the other party that such party would terminate the employment
of Mr. Coelsch.

Mr. Coelsch was to assume the office of President and Chief Operating Officer of
the Company. Mr. Coelsch would have been paid an annual salary of $200,000,
unless mutually agreed by Mr. Coelsch and the Company to adjust Mr. Coelsch's
salary. Additionally, Mr. Coelsch would have received or been paid cash bonuses,
moving expenses, rent payments during the first twelve months of the agreement,
travel allowance for the first two months of the agreement for two round-trip
air tickets from Jacksonville, Florida to Salt Lake City, Utah, vacation and
other fringe benefits. Additionally, Mr. Coelsch was granted the option to
purchase 400,000 shares of Common Stock of the Company. If the Company obtained
a binding commitment to raise capital, or did in fact raise capital, in an
amount of at least $5,000,000, through a private or public offering, then the
Company agreed that it would have granted to Mr. Coelsch an additional option as
follows: (i) if the price per share in such private or public offering were to
be at least $4.00 per share, the additional option would have been for 50,000
shares; and (ii) if the price per share in such private or public offering were
to be at least $4.50 per share, the option would have been for an additional
50,000 shares (for an aggregate of options to Mr. Coelsch covering 500,000
shares).

Gerard C. Coelsch Separation Agreement

In May 1999, a Separation Agreement was entered into between the Company and
Gerard C. Coelsch. The agreement set forth the terms and conditions of Mr.
Coelsch's resignation and termination. Namely, the Company agreed to the
following.

First, the Company agreed to pay $41,184 in cash for accrued salary. Second, the
Company agreed to pay Mr. Coelsch $6,000 reimbursement for legal expenses.
Third, the Company agreed to pay Mr. Coelsch $3,567 for unused vacation days.
Fourth, the 175,000 options granted to Mr. Coelsch became immediately
exercisable and the Company agreed to grant Mr. Coelsch an additional 25,000
options which were immediately exercisable, provided however that all 200,000
options were adjusted to an exercise price of $2.50 per share and the options
were not assignable by Mr. Coelsch by operation of law or otherwise except
pursuant to inheritance, or a merger of the Company with a company which is not
an affiliate of the Company and in which the Company is not the surviving
company. Lastly, the Company agreed to continue to list Mr. Coelsch on its
healthcare and dental plans as a terminated employee though November 30, 1999 or
until notified by Mr. Coelsch that such coverage is not desired. Mr. Coelsch is
responsible for the premiums paid each month by the Company in an amount equal
to $379 for healthcare coverage per month, and $28 for dental coverage per
month, for the coverage in the month subsequent to such respective payment. In
the event the Company did not receive such respective payment on or before such
date, the insurance coverage contemplated was to lapse, without recourse or
renewal. The Company had no obligation to notify Mr. Coelsch of this obligation,
or the lapse of coverage.

The Company's Building Lease.

The Office Space occupied by the Company is jointly owned by the estate of Peter
Dean Olson and Tree of Stars, Inc. The Company leases, on a month-to-month
basis, 5,272.27 square feet at a monthly rental of $6,151.

Olson Farms, Inc. loan to the Company.

Olson Farms, Inc. made a $150,000.00 unsecured loan to the Company on February
26, 2001. This note has a six-month term at 10% annual interest maturing on
August 26, 2001. The maker of the note may give written notice within 10-days of
maturity, to the Company, to convert the principal and interest into common
stock with a convertible price of $1.037 per share (10-day weighted average from
February 26, 2001 and the nine days prior).

Presidio Investments, LLC loan to the Company.

Presidio Investments, LLC has loaned the Company $1,000,000, and a subsequent
advance of $50,000, which loan is secured by a blanket lien on the assets of the
Company. The sole trustee of Presidio Investments, LLC is William J. Howard,
trustee of the Olson Legacy Trust, whose residual beneficiary is the Olson
Foundation. The Olson Foundation was the guarantor for funds borrowed from
Northern Trust Bank which funds were used to make the loan to the Company. This
note was amended on March 22, 2001 with an additional $450,000 loaned to the
Company between January 1, 2001 and March 22, 2001. An Interest rate of 8%
applies until March 31, 2001 and increases to 10% on April 1st, 2001. Principal
and all due and unpaid interest are to be paid on October 1, 2001. This note is
convertible to Class C convertible preferred shares at the option of the note
holder.

Director Loan to the Company

On February 20, 2001, the Company borrowed $50,000 from Leonard D. Southwick, a
member of the Board of Directors. This loan was repaid on February 26, 2001. The
interest rate on the note was 9% and matured on March 19, 2001.

Seabury Engagement

The Seabury Group and its Managing Director, John Luth, a beneficial owner of
Preferred Stock (collectively, "Seabury"), entered into an agreement with the
Company in December, 2000 under which Seabury has been engaged to render
services as a placement agent and financial advisor in connection with one or
more potential future private financings and to arrange possible business
combination transactions involving the Company. In exchange, Seabury would
receive contingent cash compensation based upon the level of financing, if
obtained. In addition, the Company would reimburse a certain amount of Seabury's
expenses incurred in the course of its engagement.

TRANSACTION OF OTHER BUSINESS

As of the date of this Proxy Statement, the Board of Directors is not aware of
any matters other than those set forth herein and in the Notice of Annual
Meeting that will come before the meeting. Should any other matters arise
requiring the vote of stockholders, it is the intention of the persons named in
the enclosed proxy to vote the shares they represent as the Board of Directors
may recommend.

By Order of the Board of Directors

/s/StacyAnn L. Hoerner
Corporate Secretary

Salt Lake City, Utah
August 23, 2001

KLEVER MARKETING(TM), INC.
ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 27,2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

PROXY

The undersigned stockholder of Klever Marketing, Inc., a Delaware corporation
(the "Company"), hereby appoints each of D. Paul Smith, Corey A. Hamilton,
Michael L. Mills, Richard J. Trout, William C. Bailey, and Leonard D. Southwick,
each with full power of substitution, and acting by majority, as proxy for the
undersigned to vote and otherwise represent all of the shares registered in the
name of the undersigned at the Annual Meeting of Stockholders of the Company to
be held on Thursday, September 27, 2001 at 4:00 p.m. MST at the Hampton Inn, 425
South 300 West, Salt Lake City, Utah, and at any adjournments or postponements
thereof, with the same effect as if the undersigned were present and voting such
shares, on the following matters and in the following manner as further
described in the accompanying Proxy Statement. Each of the proposals set forth
below is proposed by the Company.

Each of the proxies and attorneys-in-fact, or their substitutes, as shall be
present and shall act at said meeting or any adjournments or postponements
thereof shall have and may exercise all the powers of said proxies and
attorneys-in-fact thereunder. The undersigned acknowledges receipt of the notice
of Annual Meeting of Stockholders, and the Proxy Statement and hereby expressly
revokes any and all proxies heretofore given or executed by the undersigned with
respect to the shares of stock represented by this proxy and by filing this
proxy with the Secretary of the Corporation, gives notice of such revocation.

PROPOSAL 1. Election of the following nominees as directors of the Company, to
serve a term until the next Annual Meeting of Stockholders and until their
successors shall be duly elected and qualified:
FOR WITHHOLD
[ ] [ ] D. Paul Smith
[ ] [ ] Corey A. Hamilton
[ ] [ ] Michael L. Mills
[ ] [ ] Richard J. Trout
[ ] [ ] William C. Bailey
[ ] [ ] Leonard D. Southwick
[ ] [ ] C. Terry Warner

PROPOSAL 2. Approval of amendment to Article V, Section 6 of the Company's
Bylaws with regard to a single person holding the offices of the Company's
President and Chief Executive Officer as set forth in the Proxy Statement.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

PROPOSAL 3. To ratify the selection of Robison Hill & Co. as the Company's
independent public accountants for the fiscal year ending December 31, 2001.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

To transact such other business as may properly come before the Annual Meeting
or any adjournments or postponements thereof.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

This proxy when properly executed will be voted as directed above. If no
direction is made, this proxy will be voted FOR the election of the seven
nominees for director; FOR the approval of amendment to Article V, Section 6 of
the Company's Bylaws; and FOR the ratification of the selection of Robison Hill
& Co. as the Company's independent public accountants for the fiscal year ending
December 31, 2001. Should any other matters arise requiring the vote of
stockholders, it is the intention of the persons named in this proxy to vote the
shares they represent as the Board of Directors may recommend.

Please sign exactly as your name(s) appear(s) on your stock certificate. If
shares of stock are held of record in the names of two or more persons or in the
name of husband and wife, whether as joint tenants or otherwise, both or all
such persons should sign the proxy. If shares of stock are held of record by a
corporation, the proxy should be signed by the President or Vice President and
the Secretary or Assistant Secretary. Executors, administrators, or other
fiduciaries who execute the above proxy for a deceased stockholder should give
their full titles.

Signature ___________________________________________ Date _____________________