Exhibit 10.2

                          AMENDMENT TO LETTER AGREEMENT

        This agreement is dated July 31, 2006 and is between Alfred "Ted" Curmi
("Curmi") and Incentra Solutions, Inc. ("Incentra")(collectively the Parties).

                                    RECITALS

        WHEREAS, Curmi and Incentra entered into a Letter Agreement dated July
27, 2006 (the "Letter Agreement").

        WHEREAS, the Parties desire to amend the Letter Agreement pursuant to
the terms of this agreement.

        NOW THEREFORE, in consideration of the foregoing, the mutual promises
set forth in this Amendment to Letter Agreement, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties agree as follows:

                                    AGREEMENT

1.      Upon execution of this Amendment to Letter Agreement, Incentra will pay
        Curmi the sum of $1,875,000 by wire transfer in full satisfaction of
        Incentra's obligations under paragraph 2 of the Letter Agreement and,
        upon receipt of said funds, the Parties shall comply with all of the
        terms of the Letter Agreement that are applicable upon full performance
        by Incentra of paragraph 2 of the Letter Agreement including the
        transfer of the Curmi Stock and the executed appropriate stock transfer
        documents to Incentra, the provision by Curmi to Incentra of the
        executed Release and Confidentiality and Nondisparagement Agreement and
        the filing of the Stipulation for Dismissal. All other terms of the
        Letter Agreement that survive after full payment by Incentra shall
        remain in full force and effect.

2.      COUNTERPARTS AND TELECOPIES. This Agreement may be executed in
        counterparts, and by copies transmitted by telecopy, all of which shall
        be-given the same force and effect as the original.

                                        INCENTRA SOLUTIONS, INC.


                                        By: /s/ Matthew G. Richman
                                           -------------------------------------
                                            MATTHEW G. RICHMAN

                                            /s/ Alfred Curmi
                                           -------------------------------------
                                            ALFRED 'TED' CURMI