Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

Effective October 15, 2009, George A. Hallenbeck, 67, resigned from the Board of Directors of Evolving Systems, Inc. ("Company"). There are no disagreements with the Company. The Board of Directors is currently evaluating whether it will fill the vacancy resulting from Mr. Hallenbeck's resignation in accordance with the Company's Bylaws.

Effective October 15, 2009, the Company entered into a consulting agreement with Mr. Hallenbeck to provide consulting services to Evolving Systems. Mr. Hallenbeck is one of the founders of the Company. Under the consulting agreement the Company will pay Mr. Hallenbeck an annual fee of $10,000 for his services through May 31, 2012. A copy of the agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number Description 10.1 Consulting Agreement entered into with George A. Hallenbeck