AMENDMENT TO THE
        CERTIFICATES OF DESIGNATION OF RIGHTS, PRIVILEGES AND PREFERENCES
                 OF CLASS A, B AND C VOTING PREFERRED STOCK, OF
                             KLEVER MARKETING, INC.

         The undersigned, Richard J. Trout, hereby certifies that:

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

         B.  Pursuant  to a  resolutions  of  the  Board  of  Directors  of  the
Corporation, duly adopted as of May 20, 2002, and pursuant to Section 151 of the
General  Corporation  Law  of  the  State  of  Delaware  and  Article  IV of the
Corporation's  Certificate of  Incorporation  the Certificates of Designation of
Rights,  privileges and Preferences of Class A Voting Preferred  Stock,  Class B
Voting  Preferred and the Class C Voting  Preferred are each amended to decrease
the  number  of  authorized  shares in each  class to that  number  provided  as
follows:
                  1.   55,000 shares of Class A Voting Preferred,

                  2.  42,000 shares of Class B Voting Preferred and

                  3. 150,000 shares of Class C Voting Preferred.

         C. As  amended  above,  the  Certificates  of  Designation  of  Rights,
Privileges and Preferences of the Class A Voting Preferred Stock, Class B Voting
Preferred and the Class C Voting Preferred are ratified and confirmed.

         IN WITNESS WHEREOF, Klever Marketing, Inc., has caused this Certificate
to be executed this 12th day of June,  2002, by its undersigned  duly authorized
officer.

                                                KLEVER MARKETING, INC.

                                             By:_______________________________
                                                Richard J. Trout, its President