Certificate of DESIGNATION OF Rights, PRIVILEGES AND PREFERENCES Rights of A CLASS of
Voting Preferred Stock, Series 1, of Klever Marketing, Inc.
The undersigned, Paul G. Begum, hereby certifies that:
A. He is the duly elected and acting Chairman of the Board of Directors of Klever Marketing, Inc., a Delaware
corporation (hereafter the "Corporation");
B. The following resolutions of the Board of Directors of the Corporation, duly adopted as of February 7, 2000
pursuant to Section 151 of the General Corporation Law of the State of Delaware and Article IV of the
Corporation's Certificate of Incorporation set forth the rights, preferences and privileges of the Corporation's
Class A Voting Preferred Stock, Series 1.
Pursuant to the provisions of its Certificate of Incorporation, the Corporation hereby authorizes and establishes a
class of its preferred stock, par value $.01 per share, consisting of 1,000,000 shares, to be known as "Class A
Voting Preferred Stock," and Series 1 thereof, having the following designations, rights and preferences:
1. Designation and Amount. Of the 2,000,000 shares of preferred stock of the Corporation, par value $.01 per
share, as authorized by Article IV of the Corporation's Certificate of Incorporation, 1,000,000 shares are hereby
designated "Class A Voting Preferred Stock" (the "Class A Shares"). Of such 1,000,000 Class A Shares,
125,000 are designated as Series 1 Shares which shall have the rights, preferences, and privileges set forth
2. Definitions. For purposes of this Certificate, the following terms shall have the following definitions:
2.1 "Class A Shares" shall mean the Class A Voting Preferred Stock. The Class A Shares may be divided into
separate series, the first of which is "Series 1." Each series of the Class A Shares shall have identical rights,
preferences and privileges except for matters relating to their liquidation preference, redemption price, original
issue price and similar matters.
2.2 "Preferred Stock" shall mean the Class