EMPLOYMENT AGREEMENT GERARD COELSCH





EMPLOYMENT AGREEMENT



THIS  EMPLOYMENT  AGREEMENT,  made as of this  26th  day of June,  1998,  by and

between KLEVER MARKETING,  INC., a Delaware  corporation (the  "Employer"),  and

GERARD C.

COELSCH ("Employee");



W I T N E S S E T H



WHEREAS, the Employer conducts business from its principal office located at 350

West 300 South, Suite 201, Salt Lake City, Utah; and



WHEREAS,  the Employer  desires to engage  Employee as its  President  and Chief

Operating  Officer upon the terms and conditions set forth herein,  and Employee

desires to become so engaged;



NOW THEREFORE,  in consideration  of the foregoing and of the mutual  covenants,

terms and agreements hereinafter set forth, the parties hereto agree as follows:



1 .  Employment.  The Employer  hereby  employs  Employee,  and Employee  hereby

accepts such employment,  upon the terms and subject to the conditions set forth

in this Agreement.



2. Term. ' The initial  term of  employment  shall begin on July .6,  1998,  and

shall end on July .8, 1999 (the "First Contract Year"); provided,  however, that

if the Employer  obtains (i) a binding  commitment to raise capital,  or does in

fact raise capital, in an amount of at least Five Million Dollars  ($5,000,000),

through a private or public  offering,  or (ii) the Board of Directors  approves

any other funding method (e.g. a joint venture, etc.), during the First Contract

Year, the term of this employment contract shall be automatically extended for a

two (2) year  period  (the  "Extension  Period").  The  Extension  Period  shall

commence on the date that the Employer first obtains such binding commitment for

capital or first raises such capital,  whichever  occurs first,  or the date the

Board of Directors  approves  such other funding  method,  provided such funding

transaction  is  ultimately  consummated.  The  Extension  Period  shall  not be

extended by any unexpired  portion of the First Contract  Year. For example,  if

the  Extension  Period  commences  on December  22,  1998,  the initial  term of

employment  hereunder shall last through  December 21, 2000.  Employee's term of

employment  hereunder  shall be  automatically  renewed for additional  one-year

terms  unless,  at least sixty (60) days prior to the  expiration of the current

term, either party to this Agreement  provides written notice to the other party

hereto that such party is terminating the employment of Employee effective as of

the  end of the  current  term.  The  foregoing  provisions  of this  section  2

notwithstanding, the employment of Employee may be sooner terminated at any time

in accordance with the other provisions of this Agreement.









3. Position,  Duties and Loyalty.  Employee shall assume the office of President

and  Chief  Operating  0 ffi c  Employer.  Employee  shall  report  directly  to

Employer' and Employee shall faithfully and industriously  perform all duties in

accordance with the  instructions  of Employer.  Employee shall owe the Employer

his  highest  loyalty  and  Employee  will use his best  efforts to promote  the

interests of Employer.



4.  Compensation:  Base Salary. In consideration of the faithful  performance of

his duties, Employer agrees to pay Employee an annual base salary of Two Hundred

Thousand Dollars  ($200,000.00).  Unless Employer and Employee mutually agree in

writing to adjust  Employee's  annual  base salary for any  succeeding  contract

period, Employer shall continue to pay Employee the same annual base salary paid

during the immediately  preceding contract year. The annual base salary shall be

payable  on a  twenty-four  (24)  period  payroll  cycle,  and all  compensation

hereunder shall be subject to the customary withholding tax and other employment

taxes as required  with  respect to  compensation  paid by a  corporation  to an

employee. Until this agreement is terminated, Employer shall continue to pay the

base salary to  Employee  notwithstanding  Employee's  absence due to illness or

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC