Gu-69 - Warrants Memo 0802

wayne-8-26-02 -Memo regarding warrant s . txt From : wbtlcapital @aol.com Sent: MOnday, Augus t 26 , 2002 9 :51 AM To: cbal li nge r@evi de nttec h .com s ubject : Memo r ega r ding Warrants Attachments: 071702 memo r ega rding wa r rants .doc Here is t he proposal of which we s poke a whil e ago .

wayne

page 1 GOVERNMENT

EXHIBIT GU -69

MEMORANDUM TO: FROM: DATE: RE:

CTA is interested in acquiring a warrant (t'Warrant") to purchase com mon stock of ET on the follo wing terms: I. In the eve nt that ET receives betwee n $150,000 and $250,000 from Federal or State ent ities or agencies, other than as a result of [Federal/State finding received as part of specific scientific proj ects/grants] (the " Funding" ). CTA will purchase a warrant 10 purchase common stock equal to 1% of the outstand ing Evide nt common stock at the time of the issuance of the warrant . The purchase price of the warrant will be equal to $10.000. For eac h additional $100.000 of Fund ing (o r porti on thereot) received by Evident in excess ofS250.000, the number of shares subject to the warrant will be increased by .25% of the out standing ET common stock. Notwithstanding [he foregoing. in no instance will the Warrant entitle CTA to acqui re more than _ % of the outstanding ET common stock. The purchase price for the Warrant shall be increased by $2.500 for each .25% of out standing stock covered by the Warra nt.

2.

T he Exerci se Price for the Warrant will bc calc ulated on the basis ora per share price of $ 1.25 per share of common stock, which amo unt shall be reduced by the quo tien t obtained by dividing (i) the Purchase Price paid by CTA for the Warrant by (ii) the num ber of shares of ET Com mon Stock represented by the Warrant.

3. The Warran t will have a term of7 years from the date of issuance. 4. The common stock underlying the Warrant will be ent itled to the benefits of the registration rights set forth in ET's exi sting Investors' Rights Agreement.