exhibit_10-1.htm


                                                                                    Exhibit
      10.1


     

    Enterprise
      Informatics, Inc.

    10052
      Mesa Ridge Court

    Suite
      100

    San
      Diego, CA  92121

     

    Attn:
      Alan Kiraly, CEO

     

    October
      19, 2007

     

    As
      you
      are aware, ERP2 Holdings, LLC, a Delaware limited liability company (“ERP2”),
      recently acquired various preferred stock, common stock and debt interests
      of
      Enterprise Informatics, Inc. (the “Company”) from Spescom, Ltd. and Spescom
      Limited.  Among the interests acquired by ERP2 are certain demand
      notes, dated March 15, 2002 and April 19, 2002, issued by the Company and
      payable in the amount of $676,138.40 (as of September 30, 2007) to Spescom
      Ltd.
      (the “Secured Demand Notes”).

     

    The
      purpose of this letter is to confirm ERP2’s rights with respect to the Secured
      Demand Notes and propose a consent structure and due diligence process that
      will
      (1) grant a forbearance of our right to demand payment on the Secured Demand
      Notes until December 21, 2007 and (2) enable ERP2 to develop a proposal to
      provide additional financing to the Company, including a long-term refinancing
      of the Secured Demand Notes.

     

    The
      Secured Demand Notes are currently due and payable in full, and ERP2 reserves
      all rights to seek immediate repayment of the Secured Demand Notes, with or
      without prior notice.  In the event that the Company fails to repay
      the Secured Demand Notes on demand, ERP2 may elect to exercise all remedies
      available to it under the security documents related to the Secured Demand
      Notes, including (i) foreclosure on the assets subject to the Security
      Agreement, dated March 15, 2002, by and between the Company and Spescom, Ltd.,
      and (ii) delivery of all the Company’s interests in Altris International Limited
      and Spescom Software Limited, pursuant to the Pledge Agreement, dated March
      15,
      2002, by and between the Company and Spescom, Ltd., both of which were assigned
      to ERP2 in connection with its purchase of the Secured Demand
      Notes.

     

    Notwithstanding
      the foregoing, ERP2 is willing to forbear from seeking repayment of the Secured
      Demand Notes prior to December 21, 2007 in exchange of the
      following:

     

    
      	
               

            	
              (1)

            	
              the
                Company shall pay to ERP2 (or its designees) a forbearance fee of
                $25,000
                (the “Consent Fee”) not later than October 24, 2007;
                and

            


    

     

    
      	
               

            	
              (2)

            	
              the
                Company agrees to reimburse to ERP2 expenses incurred by ERP2, including
                but not limited to legal fees, in connection with an intensive due
                diligence process to be commenced immediately, pursuant to which,
                among
                other items, ERP2 and  its representatives will work with
                Company management to develop a financing proposal from ERP2 based
                upon a
                detailed business plan and strategy for the Company (the “Financing
                Proposal”).

            


    

        

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

        The
      parties understand that ERP2 shall be responsible for the procurement of all
      accounting, legal, consulting and other advice in connection with the
      preparation of the Financing Proposal; and ERP2 agrees that the maximum
      obligation of the Company in connection with the reimbursement of such expenses
      (which may be payable to affiliates of ERP2) shall be $25,000.

         

        Other
      than
      the specific forbearance from exercising remedies under the Secured Demand
      Notes
      that is proposed hereunder, the parties acknowledge that ERP2 is not waiving
      any
      of its other rights with respect the Company or its investment therein, whether
      as shareholder or lender.  In addition, the parties acknowledge that
      the foregoing undertakings by ERP2 shall not be construed as a commitment to
      provide additional financing to the Company or to continue to forbear from
      exercising remedies under the Secured Demand Notes after December 21, 2007
      and
      that any such additional financing or forbearance, and the terms thereof, shall
      be defined only pursuant to a subsequent written agreement or agreements between
      the parties hereto.

     

    We
      look
      forward to your prompt concurrence with the foregoing.  Please do not
      hesitate to contact the undersigned with any questions.

     

    Very
      truly yours,

     

    ERP2
      Holdings, LLC

     

    By:  /s/
      Richard Shorten 

          
       Richard Shorten, Manager

     

     

    Acknowledged
      and Agreed:

     

    ENTERPRISE
      INFORMATICS, INC.

     

    By: 
      /s/  John W. Low

           
      John W. Low

         
        Chief Financial Officer

     

     

    Date:  October
      22, 2007

     

    
      
         

      

      
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