Gu-82 - Evident Board Meeting Minutes 1003

EVIDENT TECHNOLOGIES, INC. (

MrNUTES OF A ME ETING OFTH E BOARD OF DIRECTORS October 20, 2003 Pursuant to notice, a meeting of the Board of Directors of Evident Technologies. Inc. (the "Corporation") was held on October 20, 2003 . The following directors were present: Clint Ballinger, John Cavalier. Michael LoCascio, Chet Opalka, Jerry Abbruzzese and Walt Robb representing a quorum. The following invited guests also participated in all or portioos of the meet ing as observers., Dan Landry and Wayne Barr. The meeting was called to order by the chairman Clinton T. Ballinger, who presided. Wayne Barr acted as secretary of the meeting. The board of directors reviewed the action and activities of the officers of the Corporation since the last meeting of the board of directors. Upon motion, duly made and seconded and unanimously carried, all such acts and activities were approved. A discussion was held with respect to the annual meeting of shareholders. The board discussed logistical preparations and proposed dates when all board members would be available. A discussion took place regarding the representati ve on the board of directors for the holders of Series A Preferred Stock. As tbe principal shareholder of Series A Preferred Stock, Mr. Abbruzzese proposed that Wayne Barr take his place as the Series A representative on the board of directors. After this discussion. upon motions duly made and seconded, it was unanimously: VOTED: that the board accept Jared Abbruzzese's resignation from the board of directors; VOTED: that Wayne Barr, who is the designee of Mr. Abbruzzese, the principal shareholder of Series A Preferred Stock, be elected to fill the vacancy left by Mr. Aboruzzese's resignation. A discussion was held regarding the assistance provided by Niskayuna Management in helping to secure funding for the Corporation. Upon mot ions duly made and seconded. it was unanimously: VOTED: thatin connection with consideration received it was in the best interest of the Corporation to issue a warrant to Niskayuna Management exercisable for an aggregate of up to 85,423 shares of Common Stock at the exercise price per share of $4.80 in the form of warrant

GOVERNMENT EXHIBIT GU-82

attached hereto as Exhibit A and to reserve and approve 85,423 shares of common stock for issuance upon exercise of the warrant;

VOTED: that the President and Secretary of the Corporation are hereby authorized to execute any documents necessary to effectuate the issuance of a warran t exercisable for an aggregatre of up to 85,423 shares of Common Stock. A discussion took place regarding Steve Talbot, Benjamin Miller and Todd Krauss. Upon motion duly made and seconded, it was unanimously :

VOTED: that in consideration of services performed on behalfofthe Corporation, both in an individual capacity and on behalf ofIdcal Ventures LLC , the officers of the Corporation are authorized and directed to issue to Steven Talbot 16,000 shares of common stock and that, since, in the judgment of this Board, the services performed have a fair market value at least equal to the fair market value of said shares, said shares shall be fully paid and nonassessable; VOTED: that in consideration of services performed by Benjamin Miller on behaJf of the Corporation, but provided that Mr. Miller execute a document satisfactory to the officers of the Corporation releasing any claims he may have against the Corporation , the officers of the Corporation arc authorized and directed to issue to Mr. Miller 354 shares of common stock and that, since, in the judgment of this Board, the services performed have a fair market value equal to the fair market value of said shares, sa id shares shall be fully paid and nonassessable; and VOTED: that in consideration of services performed by Todd Kraus on behalfofthe Corporation, but provided that Mr. Kraus execute a document satisfactory to the officers of the Corporation releasing any claims he may have against the Corporation, the officers of the Corporation are authorized and directed to issue to Mr . Kraus 388 shares of common stock and that , since, in the judgment of this Board, the services performed have a fair market value equal to the fair market value of said shares, said shares shall be fully paid and nonassessable. A discussion was had regarding tbe need the possibility of establishing subsidiary companies. Three potential spin-off companies was dis cu ssed including Evident Life Sciences, Inc.; Evident Quantum Light, lnv . and Evident Federal Systems, inc. Upon mot ions duly made and seconded, it was unanimously:

VOTED: that it is in the best interest of the Corporation to establish subsidiary cornparues; VOTED: that the President and Management of the Corporation is fully authorized to execute any documents on behalf of the Corporation in regard to the establishment of subsidiary companies. An update was presented to the board of directors regarding the budget and the hiring plan. There being no further business, the meeting was adjourned.

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Respectfully Submitted,

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