EMPLOYMENT AGREEMENT - COREY HAMILTON









                              EMPLOYMENT AGREEMENT





         THIS EMPLOYMENT AGREEMENT IS ENTERED INTO AND EFFECTIVE THE 24TH day of

July,  2000 "the  "Effective  Date") by and between  Klever  Marketing,  Inc., a

Delaware Corporation (the "Company") and Corey Hamilton, (the "Employee").



                                   WITNESSETH:



         WHEREAS,  the Company and Employee desire to enter into an agreement to

set forth certain of the terms and  conditions  of Employee's  employment as the

President of the Company,



         NOW,  THEREFORE,  in consideration of the mutual covenants  hereinafter

contained, the parties hereto agree as follows:



1        Employment;  Duties: The Company shall employ Employee as the President

         of the Company to perform such duties  generally  associated  with such

         office. In such capacity,  Employee shall report to and be under direct

         supervision of Paul G. Begum, the Company's Chairman/CEO.



2.       Term  of  Agreement:  This  Agreement  shall  be  effective  as of  the

         Effective Date and shall have a term of twelve (12) months, thereafter,

         subject to termination in accordance with section 5.



3.       Duties and Restrictions:



         3.1      Duties:  Employee shall perform, on behalf of the Company, all

                  duties and services as directed by his/her  supervisor  and as

                  are customarily  incident to his/her position.  Employee shall

                  devote his/her full time,  effort and attention during regular

                  business  ours to the  business and affairs of the Company and

                  shall  perform  his/her  duties and services  hereunder to the

                  best of his/her ability.  Employee may serve as a director, as

                  a trustee  or in a  similar  position  with one or more  other

                  additional  entities,  provided that such service is consented

                  to in  advance by the  Board.  Any fees or other  compensation

                  received by Employee  for service as a director,  as a trustee

                  or in a similar position with another entity shall be retained

                  by Employee.



         3.2      Confidentiality:  Employee  agrees  to  execute  the  form  of

                  Confidentiality and Non-Compete  Agreement attached as Exhibit

                  A hereto (the  "Confidentiality  Agreement").  Employee hereby

                  represents  to the Company that he/she has  complied  with all

                  obligations  under  the  Confidentiality  Agreement  and  will

                  continue to abide by its terms. He/She further agrees that the

                  provisions of the Confidentiality  Agreement shall survive any

                  termination  of this  Agreement of his/her  employment  by the

                  company.



4.       Compensation:  For the duties and  services to be performed by Employee

         hereunder, the Company shall pay Employee and Employee agrees to accept

         the salary and other benefits described below in this Section 4.









         4.1      Salary:  Employee  shall receive a base salary of $150,000 per

                  year (the "Base  Salary"),  payable at such times as the other

                  Employees of the Company are paid.



         4.2      Bonuses:  Employee  shall  be  eligible  to earn  performances

                  bonuses  as  determined  by  the  Board  or  its  compensation

                  committee, in its sole discretion.



         4.3      Employee Benefits:  Employee shall be entitled to participate,

                  to  the  extent  he/she  is  eligible   under  the  terms  and

                  conditions   thereof,   in  any   hospitalization  of  medical

                  insurance  plans,  life insurance  plans,  retirement plans or

                  other employee benefits plans which are generally available to

                  employees  of the  Company.  The  Company  shall  be  under no

                  obligation  to  institute  or continue  the  existence  of any

                  employee  benefit plan  described  herein and may from time to

                  time amend,  modify or  terminate  any such  employee  benefit

                  plan.



         4.4      Reimbursement  of Expenses:  Employee  shall be  authorized to

                  incur and shall be  reimbursed  by the Company for  reasonable

                  expenses,  provided  that such expenses are  substantiated  in

                  accordance with Company policics.

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