ex10-25.htm


                                                                    EXHIBIT
      10.25

                                                                     EXECUTION
      COPY

     

    ENTERPRISE
      INFORMATICS INC.

    


    $1,500,000
      Term Loan (the “Loan”)

    


    SUMMARY
      OF TERMS

    


    Set
      forth below is a summary of indicative terms (“Term Sheet”) for a
      potential loan to Enterprise Informatics Inc. by ERP2 Holdings,
      LLC.  This Term Sheet shall be binding upon execution by both of the
      parties hereto but otherwise does not purport to summarize all conditions,
      covenants, representations and warranties and other provisions that may be
      contained in definitive legal documentation for the transactions contemplated
      hereby and the agreement regarding material terms set forth herein is subject
      to
      the final negotiation and execution of the definitive legal documentation for
      such transactions.

    


    
      	
              Borrower:

            	
              Enterprise
                Informatics Inc. (the “Borrower”).

              
              

            
	
              Lender:

            	
              ERP2
                Holdings, LLC (the “Lender”).

              
              

            
	
              Extension
                of Note:

            	
              The
                maturity date of the secured demand notes (collectively, the “Old Notes”), dated March 15, 2002 and
                April
                19, 2002, respectively, issued by the Borrower and payable in the
                aggregate amount of $676,138.40 (as of September 30, 2007) to Spescom
                Ltd., assigned to the Lender pursuant to the Securities Purchase
                Agreement, dated as of September 30, 2007, by and among the Lender,
                Spescom Ltd. and Spescom Limited, shall be extended to a maturity
                date
                concurrent with the maturity date of the New Note described
                below.  Without limiting any rights of Lender under the New
                Notes, following the occurrence of an Event of Default, the Old Notes
                may
                not be called prior to September 30, 2008.

              
              

            
	
              Amount
                of Loan:

            	
              $1,500,000
                (the “New Note”) senior secured loan,
                to be disbursed to the Borrower in two tranches.  Disbursement
                of the first tranche, in the amount of $300,000, shall be subject
                to
                execution and delivery of definitive transaction
                documents.  Disbursement of the second tranche, in the amount of
                $1,200,000, shall be subject to the completion of all actions required
                to
                be completed by the Borrower in order to effectuate a 1000-to-1 reverse
                split of the common stock, no par value, of the Borrower (the “Common Stock”) and the deregistration of
                the Common Stock under the Securities Exchange Act of 1934, in each
                case,
                in accordance with applicable law (the “Borrower Actions”).

              
              

            
	
              Interest
                Rate:

              
              

              
              

              
              

              
              

              
              

            	
              The
                interest rate for the New Note and the extended Old Notes shall be
                10% per
                annum, compounded annually, payable quarterly in arrears, in cash
                or in
                kind (which payment-in-kind of interest on the New Notes or the Old
                Notes,
                if any, shall increase the outstanding balance of the New Note or
                the Old
                Notes, as applicable) at the election of the Borrower.  The
                interest rate for the New Note and the Old Notes following the occurrence
                of an Event of Default shall be 13%.

              
              

            
	
              Term
                of Loan:

            	
              2
                years from date of issuance (the “Issuance
                Date”).

              
              

            
	
              Warrants:

            	
              Upon
                funding of the second tranche of the New Note, the Lender shall receive
                warrants exercisable for the greater of (x) 26,735,508 shares of
                Common
                Stock of the Borrower and (y) 20% of the fully diluted outstanding
                Common
                Stock as of the date of such issuance (including any equity granted
                under
                management option plans).  The exercise price per share of
                Common Stock issuable upon exercise of the warrants shall be $0.08
                per
                share.  The warrants shall have a term of 10 years, be freely
                transferable in whole or in part (subject to customary restrictions
                on
                transfer under applicable securities laws), include customary “cashless
                exercise” provisions and contain customary anti-dilution
                provisions.

              
              

            
	
              Covenants:

            	
              Affirmative
                and negative covenants as are customary for transactions of this
                nature,
                including without limitation a quarterly EBITDA covenant.  In
                addition, for so long as the New Note or Old Notes are outstanding,
                Borrower shall procure management consulting, strategic and financial
                advisory services from Lender or one or more Lender
                designee(s).  The aggregate cost of any such services shall not
                exceed $60,000 in any quarter.

              
              

            
	
              Events
                of Default:

            	
              Events
                of Default as are customary for transactions of this nature, including
                failure to complete all the Borrower Actions prior to April 30,
                2008.

              
              

            
	
              Conditions
                to Execution of Term Sheet:

            	
              The
                Lender’s execution of this Term Sheet shall be conditioned on the
                following:

              
              

              (i)
                receipt by the Lender of warrants exercisable for 17,175,971 shares
                of
                Common Stock; and

              
              

              (ii)
                the irrevocable declaration by the Borrower of a dividend payable
                to the
                Lender in the amount of 20,827,268 shares of Common Stock, in satisfaction
                of the entire amount of accrued and unpaid dividends (together with
                interest) on the Borrower’s Series F Convertible Preferred Stock, which
                dividend shall be paid within five business days after the date of
                execution of this Term Sheet.

              
              

            
	
              Fees
                and Expenses:

            	
              Borrower
                shall pay all reasonable fees and expenses of Lender in connection
                with
                the provision of the New Note and the extension of the Old
                Notes.  In addition, Borrower shall pay a closing fee of $75,000
                (the “Closing Fee”) to Lender or
                Lender’s designee(s).  Lender agrees that the Closing Fee shall
                include all fees and expenses to be reimbursed to Lender by Borrower
                pursuant to the Letter Agreement dated October 22, 2007.

              
              

            
	
              Investment
                Representations:

            	
              Lender
                shall make customary investment representations to Borrower, including
                without limitation any investment representations that are necessary
                for
                compliance with applicable securities laws.

              
              

            
	
              Withholding
                Tax

            	
              Borrower
                shall withhold any taxes required to be withheld from interest payments
                made on the New Note and the Old Notes  In.  The  Lender
                shall provide the Borrower with applicable certifications (including
                any
                applicable IRS form W-8 and W-9 from persons who hold, directly or
                indirectly, an interest in the Lender) and any other information
                and
                calculations necessary to ascertain any withholding obligation with
                respect to such interest payments.  Borrower shall be entitled
                to rely exclusively on such certifications, information, and calculations
                provided by Lender in making such withholding, and the Lender shall
                indemnify the Borrower for any liability incurred by Borrower in
                connection with such withholding obligations.  Provided that the
                Lender complies with the foregoing requirements, in determining
                Borrower's withholding obligation, Borrower shall be treated as having
                actual knowledge that Lender is receiving the interest payments as
                an
                agent (within the meaning of Treasury Regulations Section
                1.1441-1(b)(2)(ii)) of its non-U.S. investors, and thus, must treat
                the
                payments as being made directly to those non-U.S. investors. The
                parties
                shall mutually agree on the value to be attributed to the warrants
                issued
                pursuant to this term sheet.

              
              

            
	
              Governing
                Law:

            	
              This
                summary of terms and the transaction documents will be governed by
                the law
                of the State of New York.

              
              

            
	
              Jurisdiction:

            	
              Lender
                and Borrower irrevocably submit to the exclusive jurisdiction of
                the
                federal district courts located in the State of New York for the
                purposes
                of any suit, action or other proceeding arising out of this summary
                of
                terms or the transaction documents.

            


    

    


     

    


     

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      Agreed
        to and Accepted on 14 January, 2008 by:

       

      LENDER:

       

      ERP2
        HOLDINGS, LLC

      


      


      By:___/s/
        Kevin
        Wyman___________

           Name:
        Kevin Wyman

           Title:
        Majority Manager

      


      


      


      BORROWER:

      


      ENTERPRISE
        INFORMATICS INC.

      


      


      By:___/s/
        John W.
        Low_____________________

           Name:  John
        W. Low

           Title:
        Chief Financial Officer

      


      


      


      
        
          
          

        

        
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