**Exhibit 4.1**

**OPTION AGREEMENT**

ThisOption Agreement (the “Agreement”) is entered into as of May 9, 2007 (the “GrantDate”) between Enterprise Informatics Inc., a California corporation (the “Company”),having an address for notices at 10052 Mesa Ridge Court, Suite 100, San Diego,California, 92121, and Cappello Capital Corp., a California corporation (the “Optionee”),having an address for notices at 100 Wilshire Boulevard, Suite 1200, SantaMonica, California, 90401, as follows:

1.             Recitals.

1.1.          This Agreement is entered intopursuant to that certain Settlement Agreement between the parties executed asof even date herewith (the “Settlement Agreement”).

1.2.          The Company by this Agreement isgranting to Optionee an option to purchase shares of its Common Stock asdescribed below.

2.             Definitions.

In addition to those words and phrasesdefined above and unless otherwise required by the context in which theyappear, words and phrases having their initial letters capitalized shall havethe following meanings:

“Affiliate” means as to Optionee a personor entity controlled by, controlling or under common control with Optionee.

“Agreement” means this Option Agreement(including any schedules, attachments, documents incorporated by reference ormodifications agreed to in writing by the Company and Optionee) which setsforth the parties’ rights and obligations with respect to the Option.

“Common Stock”  means the common stock of the Company.

“Expiration Date” meansten (10) years from the Grant Date.

“Option” means the right of Optionee topurchase Five Hundred Thousand (500,000) shares of Common Stock in accordancewith the terms and conditions of this Agreement.

“Option Price” means $0.10 per share ofCommon Stock to be paid by the Optionee upon exercise of the Option.

“Option Stock” means the shares of CommonStock Optionee shall be entitled to purchase pursuant to this Agreement.

“Term”means the period commencing on the Grant Date and continuing until theExpiration Date.

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3.             Option.

3.1.          Grant.  Company hereby grants to Optionee the Optionto purchase all or any part of the Option Stock on the terms and conditions setforth in this Agreement.

3.2.          Purchase Price.  The purchase price per share of Option Stockto be paid upon the exercise of this Option shall be the Option Price.

3.3.          Restrictions on Transfer. ThisOption shall not be transferable by Optionee, except to up to four (4) ofOptionee’s employees, upon written notice to the Company. Upon any attempt to otherwisesell, assign, encumber or otherwise transfer this Option in violation of thisAgreement, or upon the levy of any attachment or similar process upon thisOption, this Option shall immediately become null and void.

3.4.          Changes in Equity Structure;Recapitalization. If any change is made in the Common Stock (throughmerger, consolidation, reorganization, recapitalization, stock dividend,dividend in property other than cash, stock split, liquidating dividend,combination of shares, exchange of shares, change in corporate structure orotherwise), the Option will be appropriately adjusted in the number of sharesand price per share of Common Stock.

4.             Exercise.

4.1.          Exercise of Option. Optioneeshall be entitled to exercise all or any part of the Option at any time duringthe Term; provided, however, that following the delivery by the Company of itsnotice to exercise its Repurchase Right (as defined below) to Optionee,Optionee shall no longer be eligible to exercise that portion of the Optionbeing repurchased by the Company.

4.2.          Expiration of Exercise Rights.  In no event shall this Option be exercisableafter the Expiration Date.

4.3.          Method of Exercise.  Subject to the terms and conditions of thisOption, Optionee may exercise the purchase rights represented by this Option inwhole or in part, at any time or from time to time, on or after the date hereofand before the Expiration Date, by surrendering this Option at the principal offices of the Company, withsuch other documents subscription or purchase documents reasonably requested bythe Company, and arranging for payment of the Option Price (i) by makingpayment to the Company of an amount equal to the product obtained bymultiplying (x) the number of shares of Option Stock so purchased by (y) theOption Price, as specified in Section 2, (ii) by delivery of shares of CommonStock already owned by Optionee, which shares are free of all liens, claims andencumbrances of every kind and have an aggregate fair market value (determinedas of the date of exercise) equal to the total Option Price for the number ofshares of Option Stock purchased, or (iii) through a “cashless exercise” inwhich the Optionee shall be entitled to receive a certificate for the number ofshares of Common Stock equal to the quotient obtained by dividing [(A-B) (X)]by (A), where:

(A) = the five day volume weighted average price of theCommon Stock for the five trading days immediately preceding the date of suchelection;

(B) = the Exercise Price of the Option, as adjusted; and

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(X) = the number of shares of Common Stock issuable uponexercise of the Option in accordance with the terms of this Option.

4.4.          Form of Payment.  Should Optionee choose to exercise thisOption pursuant to clause (i) of Section 4.3 above, then payment of the OptionPrice may be made by (i) a check payable to the Company’s order, (ii) wiretransfer of funds to the Company, (iii) cancellation of indebtedness of theCompany to the Optionee, or (iv) any combination of the foregoing.

4.5.          Partial Exercise.  Upon a partial exercise of this Option, thisOption shall be surrendered by the Optionee and replaced with a new Option orOptions of like tenor for the balance of the shares of Option Stock purchasableunder the Option.  The Option or Optionswill be delivered to the Optionee thereof within a reasonable time.

4.6.          No Fractional Shares.  No fractional shares may be issued upon anyexercise of this Option.  If upon anyexercise of this Option a fraction of a share results, such fraction shall berounded upwards or downwards to the nearest whole number.

4.7.          Issuance of Stock.  This Option shall be deemed to have beenexercised immediately prior to the close of business on the date of itssurrender for exercise as provided above, and the person entitled to receivethe shares of Option Stock issuable upon such exercise shall be treated for allpurposes as the holder of record of such shares as of the close of business onsuch date.  As soon as practicable but nolater than seven (7) days after delivery of the exercise notice to the Company,the Company shall issue and deliver to the person or persons entitled toreceive the same a certificate or certificates for the number of whole sharesof Option Stock issuable upon such exercise.

5.             Company’sRepurchase Right.

5.1.          The Company shall have the right (butnot the obligation) to repurchase (the “Repurchase Right”) any portion of thisOption that has not been exercised by Optionee at any time for any reasonwhatsoever.  Upon exercise of theRepurchase Right, the Optionee shall be obligated to sell the Option to Company,as provided in this Section 5.

5.2.          The purchase price for the Option orportion of the Option repurchased hereunder (the “Repurchase Price”) shall be equalto Five Cents ($0.05) per share of Common Stock covered by the Option (orportion thereof) being repurchased by the Company.  The Company may exercise the Repurchase Rightat any time during the first year following the issuance of the Option byproviding written notice of exercise of the Repurchase Right, stating theportion of the Option to be repurchased and the Repurchase Price.  The Repurchase Price shall be payable, at theoption of the Company, by check or by cancellation of all or a portion of anyoutstanding indebtedness of Optionee to the Company, or by any combinationthereof.  The Repurchase Price shall bepaid without interest within five (5) days after delivery of the notice ofexercise of the Repurchase Right, against delivery by the Optionee of thisAgreement.

6.             InvestmentIntent.

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ThisOption is granted on the condition that Optionee’s purchase of Option Stockshall be for investment purposes and not with a view to resale or distribution.

7.             “MarketStand-Off” Agreement.

7.1.          If requested by the Company or themanaging underwriter pursuant to any proposed public offering of the Company’ssecurities, the Optionee hereby agrees that it shall not, directly orindirectly, sell, lend, pledge, offer, transfer, make any short sale of, sellany option or contract to purchase, contract to sell, purchase any option orcontract to sell, grant any option, right or warrant for the purchase of,otherwise transfer or dispose of, or enter into any hedging or similartransaction with the same economic effect as a sale, any shares of Option Stockheld by Optionee immediately prior to the effectiveness of the registrationstatement for such public offering for a period specified by the Company not toexceed ninety (90) days following the effective date of the publicoffering.  Optionee further agrees toexecute such agreements as may be reasonably requested by the Company or themanaging underwriter in the public offering that are consistent with thisSection 7 or that are necessary to give further effect thereto.

7.2.          In order to enforce the foregoingcovenant, the Company may impose stop transfer instructions with respect to theShares until the end of such period.

8.             Limitationof Company’s Liability for Nonissuance. The Company agrees to use its reasonable best efforts to obtain from anyapplicable regulatory agency such authority or approval as may be required inorder to issue and sell the Shares to the Optionee pursuant to thisOption.  Inability of the Company toobtain, from any such regulatory agency, authority or approval deemed by the Company’scounsel to be necessary for the lawful issuance and sale of the Shareshereunder shall relieve the Company of any liability in respect of thenonissuance or sale of such shares as to which such requisite authority orapproval shall not have been obtained.

9.             Notices.

9.1.          In Writing.  All notices, demands, requests, or othercommunications permitted or required under this Agreement or applicable lawshall be in writing.

9.2.          Delivery.  All such communications may be servedpersonally or may be sent by registered or certified mail, return receiptrequested, postage prepaid and addressed to either Optionee or the Company atthe addresses appearing in the preamble to this Agreement, or at such otheraddress as either party shall have communicated to the other pursuant to thisSection.  All such communications shallbe deemed effectively delivered upon personal service or three (3) days afterdeposit in the United States Mail.

10.           Miscellaneous.

10.1.        Successors and Assigns.  Except as otherwise provided herein, thisAgreement shall inure to the benefit of only the Company, Optionee and theirrespective successors or assigns.

10.2.        Severability.  If any provision or provisions of thisAgreement are adjudged to be for any reason unenforceable, illegal or void, theremainder of its provisions shall remain in full force and effect.

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10.3         Integration.  This Agreement, along with the SettlementAgreement,  constitute the entireunderstanding of the parties concerning the Option granted hereby.  Except as otherwise provided, any changes,modifications, or variations to this Agreement or the Option are invalid unlessstated in writing and executed by the Company and Optionee.

10.4.        Governing Law.  This Agreement and the Option granted herebyshall be governed by the laws of the State of California.

10.5.        Attorneys Fees.  If either party brings an action or seeks toenforce or interpret any of the terms or provisions of this Agreement, theprevailing party shall be entitled to recover its reasonable attorneys’ feesand costs in addition to any other remedy it may be awarded.

10.6.        Counterparts.  This Agreement may be executed incounterparts which shall constitute the whole instrument.

10.7.        Titles for Convenience; Gender andPlurals.  Titles of articles andparagraph headings are for convenience only and shall not affect the constructionor interpretation of this Agreement, or any portion thereof. Whenever requiredby the context hereof, the singular shall include the plural, and vice versa;the masculine gender shall include the feminine and neuter, and vice versa.

*[Signatureson Following Page]*

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Executedto be effective as of the Grant Date.
| Number of Shares of Company  Stock | OPTIONEE:                    |
|------------------------------------|------------------------------|
| for which the  Company Options are |                         |
| exercisable:  500,000              | Cappello Capital Corp.       |
|                               |                         |
|                               |                         |
|                               | /s/ Bruce L. Pompan          |   |
|                               | By: Bruce L. Pompan          |
|                               | Its: Managing Director       |
|                               |                         |
|                               |                         |
|                               |                         |
|                               | COMPANY:                     |
|                               | ENTERPRISE INFORMATICS INC.  |
|                               |                         |
|                               |                         |
|                               | /s/ Alan Kiraly              |   |
|                               | By: Alan Kiraly              |
|                               | Its: Chief Executive Officer |

 

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