Exhibit 10.8

                        AMENDMENT AND DEFERRAL AGREEMENT

        This  Amendment  and Deferral  Agreement  (the  "AMENDMENT  AND DEFERRAL
AGREEMENT") is entered into by and between  INCENTRA  SOLUTIONS,  INC., a Nevada
corporation  (the  "BORROWER"),  and Laurus Master Fund,  Ltd., a Cayman Islands
company ("LAURUS"), and is effective as of February 6, 2006.

        WHEREAS, the Borrower issued an Amended and Restated Secured Convertible
Term Note to Laurus on May 13, 2004 in the aggregate  original  principal amount
of $5,000,000 (as amended,  modified or  supplemented,  the "NOTE"),  payable in
full on May 13, 2007 (the "MATURITY DATE");

        WHEREAS,  pursuant to Section 1.2 of the Note, the Borrower is obligated
to repay to Laurus  $158,749.11 of the principal amount (the "MONTHLY  PRINCIPAL
AMOUNT") of the Note,  together  with  interest  accrued  thereon,  on the first
business day of each consecutive  calendar month (prior to giving effect to this
Amendment);

        WHEREAS,  the  Borrower  wishes  to defer  the  payment  of the  Monthly
Principal  Amount  due and  payable  under the Note for the  months of  January,
February,  March,  April,  May and June 2006 until the Maturity Date, and Laurus
wishes to allow the  Borrower  to defer  payment of all such  Monthly  Principal
Amounts and to allocate  and include  such  Monthly  Principal  Amounts with the
final  payment due with  respect to the Note on the  Maturity  Date,  as is more
fully described in Section 1 below;

        NOW,  THEREFORE,  in  consideration  of the  mutual  promises  set forth
herein,  and  for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereby  agree as
follows:

        1.      DEFERRAL OF CERTAIN  PRINCIPAL  PAYMENTS.  Laurus  hereby agrees
that the Monthly Principal Amount for each of January,  February,  March, April,
May and June 2006 due from the  Borrower to Laurus  under the Note,  equal to an
aggregate  of  $952,494.66  (collectively,  the  "DEFERRED  AMOUNT"),  is hereby
deferred  until the Maturity  Date,  at which time the Deferred  Amount shall be
paid in full along with the final payment due on such date pursuant to the Note.
Notwithstanding the foregoing, the Borrower shall remain obligated to pay all of
the Monthly Interest Amount (as defined in the Note) when due.

2. LAURUS  REPRESENTATIONS.  This Amendment is made with Laurus in reliance upon
Laurus'  representation  to the  Borrower,  which by Laurus'  execution  of this
Amendment,  Laurus hereby confirms, that its investment decision with respect to
the Note and the  transactions  relating  thereto  has been made for Laurus' own
account,  not as a  nominee  or  agent,  and not  with a view to the  resale  or
distribution  of any part thereof,  and that Laurus has no present  intention of
selling,  granting any  participation  in, or otherwise  distributing any of the
same. By executing this  Amendment,  Laurus further  represents that Laurus does
not presently have any contract, undertaking,  agreement or arrangement with any
person to sell, transfer or grant  participations to such person or to




any third person,  with respect to any of the shares of common stock  underlying
the Note.  Laurus has not been formed for the specific purpose of lending to the
Company or acquiring  shares relating  thereto.  Laurus agrees and  acknowledges
that it has had an opportunity to discuss the Borrower's  business,  management,
financial  affairs  and the  terms  and  conditions  of the  Amendment  with the
Borrower's management and/or its duly authorized representatives.  Laurus hereby
confirms,  represents and warrants to the Borrower that Laurus is an "accredited
investor"  as defined  in Rule  501(a) of  Regulation  D  promulgated  under the
Securities  Act and has  knowledge  and  experience  in  financial  and business
matters  such that it is  capable  of  evaluating  the  merits  and risks of the
investment to be made hereunder.

        3.      NO OTHER  AMENDMENTS.  Except  as  expressly  set  forth in this
Amendment,  no other term or provision of the Note is hereby amended or affected
in any way,  and the Note shall  remain in full force and effect  after the date
hereof.

        4.      GOVERNING LAW. This Amendment shall be governed by and construed
in  accordance  with  the laws of the  State  of New  York,  without  regard  to
principles of conflicts of laws.

        5.      FACSIMILE  SIGNATURES;   COUNTERPARTS.  This  Amendment  may  be
executed by  facsimile  signatures  and in any number of  counterparts,  each of
which shall be an  original,  but all of which  together  shall  constitute  one
instrument.

       [BALANCE OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]

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        IN WITNESS WHEREOF, the parties hereto have executed this Amendment as a
sealed instrument as of the date set forth in the first paragraph hereof.

                                        INCENTRA SOLUTIONS, INC.


                                        By: /s/ Thomas P. Sweeney, III
                                            ----------------------------------
                                            Thomas P. Sweeney, III
                                            Chairman and CEO


                                        LAURUS MASTER FUND, LTD.


                                        By: /s/ David Grin
                                            ----------------------------------
                                        Name:  David Grin
                                        Title: Managing Partner



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