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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