AMENDMENT TO THE
                                     BYLAWS
                                       OF
                             KLEVER MARKETING, INC.

     Pursuant to certain resolutions adopted by the Board of Directors of Klever
Marketing, Inc., a Delaware corporation (the "Corporation"),  Articles III and V
of the Bylaws of the Corporation are hereby respectively  amended to include the
following Sections in their entirety:

                                    ARTICLE V

     15.  President  and  Chief  Operating  Officer.  The  President  and  Chief
Operating Officer shall, subject to the direction of the Chief Executive Officer
and the Board of  Directors,  have  general and active  control of the  internal
day-to-day  business and affairs of the Corporation and the general  supervision
of its employees and agents. The President and Chief Operating Officer shall see
that all orders of the Chief  Executive  Officer and resolutions of the Board of
Directors are carried into effect as they pertain to the day-to-day business and
operations of the Corporation,  and, in addition,  shall have all the powers and
perform all the duties generally  appertaining to the office of the President or
Chief  Operating  Officer of a  corporation.  The President and Chief  Operating
Officer  shall make annual  reports  and submit the same to the Chief  Executive
Officer and Board of Directors and to the  shareholders at their annual meeting,
showing the condition and affairs of the Corporation.  He or she shall from time
to time make such  recommendations to the Chief Executive Officer,  the Board of
Directors,  and such other  persons as he or she thinks  proper and shall  bring
before the Chief Executive  Officer and the Board of Directors such  information
as may be required or appropriate,  relating to the business and property of the
Corporation.


                                   ARTICLE III

     16. Authority and Duties of Directors. The Board of Directors may appoint a
Chairman  and  Vice-Chairman  of  the  Board  of  Directors.  The  Chairman  and
Vice-Chairman  of the Board of the Board of Directors of the  Corporation  shall
have the  authority  and shall  exercise  the  powers  and  perform  the  duties
specified below and as may be  additionally  specified by the Board of Directors
or these  Bylaws,  except that in each event each such director  shall  exercise
such powers and perform such duties as may be required by law:

     16.1  Chairman  of the Board of  Directors.  The  Chairman  of the Board of
Directors shall,  when present,  preside at all meetings of the stockholders and
the Board of  Directors.  The Chairman of the Board of Directors  shall  perform
such other  duties and have such other  powers as the Board of  Directors  shall
designate from time to time.

     16.2  Vice-Chairman  of the Board of Directors.  The  Vice-Chairman  of the
Board of  Directors  shall,  in the  absence  of the  Chairman,  preside  at all
meetings of the Board of Directors.  The Vice-Chairman of the Board of Directors
shall  perform  such other  duties  and have such  other  powers as the Board of
Directors shall designate from time to time.

     In witness whereof, this Amendment to the Bylaws of Klever Marketing,  Inc.
has been

210219.1



adopted by the Board of Directors of the  Corporation and is effective as of the
25 day of February, 1998.

         /s/ Paul G. Begum                           /s/ Peter D. Olson
         ---------------------------                 ---------------------------
         Paul G. Begum, Director                     Peter D. Olson, Director

         /s/ William C. Bailey
         ---------------------------
         William C. Bailey