CERTIFICATE OF INCORPORATION
(Changed herin to Klever Marketing, Inc.)
VideOcart, Inc., a corporation formed under the laws of the State of Delaware on December 8, 1989, does
hereby certify as follows:
FIRST: The Name of the corporation is VideOcart, Inc.;
SECOND: In accordance with the provisions of section 245 of the General Corporation Law of Delaware, the
Certificate of Incorporation of VideOcart, Inc., is hereby amended and restated to read in its entirety as follows:
The name of the corporation (the "Corporation") shall be:
Klever Marketing, Inc.
The Corporation shall continue in existence perpetually unless sooner dissolved according to law.
To do all and everything necessary, suitable, convenient, or proper for the accomplishment of any of the purposes
of the attainment of any one or more of the objects herein enumerated or incidental to the powers herein named
or which shall at any time appear conducive or expedient for the protection or benefit of the Corporation, with all
the powers hereafter conferred by the laws under which this Corporation is organized; and
To engage in any and all other lawful purposes, activities, and pursuits, whether similar or dissimilar to the
foregoing, for which corporations may be organized under the General Corporation Law of Delaware and to
exercise all powers allowed or permitted thereunder.
The Corporation shall have authority to issue an aggregate of 22,000,000 shares, of which 2,000,000 shares
shall be preferred stock, $0.01 par value (hereinafter the "Preferred Stock"), and 20,000,000 shares shall be
common stock, par value $0.01 (hereinafter the "Common Stock"). The powers, preferences, and rights and the
qualification, limitations, or restrictions thereof, of the shares of stock of each class and series which the
Corporation shall be authorized to issue, is as follows:
(a) Preferred Stock: Share