8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

_____________________

Date of report: August 31, 2007

(Date of earliest event reported)

INCENTRA SOLUTIONS, INC.

(Exact name of Registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

333-16031
(Commission File No.) 86-0793960
(I.R.S. Employer Identification No.)

1140 Pearl Street

Boulder, Colorado 80302

(Address of principal executive offices; zip code)

(303) 449-8279

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13-4(e) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1 – REGISTRANTS BUSINESS AND OPERATIONS

Item 1.01 Entry Into A Material Definitive Agreement

In connection with the closing of our acquisition of Sales Strategies, Inc. (d/b/a SSI hubcity), a New Jersey corporation (“SSI”), on September 5, 2007, as discussed in Item 2.01 below, we entered into several material agreements. The material agreements include a stock purchase agreement, an unsecured promissory note, a registration rights agreement, and an employment agreement. The descriptions of such agreements contained in Item 2.01 below are incorporated herein by reference.

The above description of the above material agreements is not a complete description of all of the terms of such material agreements and is qualified in its entirety by reference to the actual agreements, copies of which are included as an exhibit to this Current Report on Form 8-K.

SECTION 2 – FINANCIAL INFORMATION

Item 2.01 Completion of Acquisition or Disposition of Assets

On September 5, 2007 (the “Closing Date”), we acquired SSI, a provider of IT and secure data center solutions to mid-tier enterprises and Fortune 1000 companies, pursuant to a Stock Purchase Agreement, dated August 31, 2007, between Thomas Kunigonis as sole shareholder of SSI and our company (the “Purchase Agreement”).

The initial purchase price was approximately $6.0 million, subject to certain post-closing working capital adjustments in the event that working capital as of August 31, 2007 is less than $1.0 million. The price paid at closing included $4.75 million in cash, an unsecured promissory note in the amount of $250,000, and 1,369,863 unregistered shares of our common stock.

Of the $4.75 million paid in cash, $475,000 was placed into escrow to secure certain working capital and indemnification obligations of SSI, which funds will be released as soon as practical but within fifteen (15) days after all parties have agreed upon the Closing Statement according to the terms of the Escrow Agreement, dated as of August 31, 2007, between our company, Mr. Kunigonis, and JPMorgan Chase Bank, N.A. The cash amounts paid at closing were provided by proceeds from our Term Loan Facility from Calliope Capital Corporation, the terms of which were previously disclosed in our current report on Form 8-K, dated August 17, 2007.

In conjunction with the acquisition of SSI, SSI entered into a three (3) year employment agreement with Mr. Kunigonis, pursuant to which he will serve as President of SSI. The agreement provides for a base salary of $333,333 per year, as well as other standard benefits and terms regarding termination and change of control. Mr. Kunigonis also signed a five (5) year non-compete and non-solicitation covenant.

The Purchase Agreement contains an earn-out provision which provides that Mr. Kunigonis can earn up to $3.0 million in additional consideration based on the achievement of EBITDA greater than a minimum threshold of $1.5 million, in each of the three twelve (12) calendar month periods following the closing date and beginning on October 1, 2007. Annual EBITDA must be $2.0 million or greater to achieve full payout in each measurement period. The amount is payable two dollars ($2.00) for each one dollar ($1.00) that EBITDA is in excess of $1.5 million up to a maximum amount of $1.0 million in earn-out per measurement period. However, in the event EBITDA does not exceed $1.5 million in any of one of the individual measurement periods, there shall be no earn-out payable for that particular measurement period. The earn-out is payable 33% in cash and 67% in unregistered shares of common stock of our company and shall be paid within ninety (90) days after the end of the applicable measurement period. The number of shares to be issued shall be determined by dividing two-thirds (2/3) of the total measurement period earn out payment by the per share fair market value of our common stock. The per share fair market value of our unregistered common stock shall be the average closing price of our common stock, as reported on Bloomberg L.P. on the Principal Market, for the five (5) consecutive trading days ending on the last day of the applicable measurement period.

If EBITDA for any of the individual measurement periods is less than $2.0 million and the aggregate EBITDA for the three measurement periods is greater than $4.5 million, we will re-measure the earn-out amount payable based upon the three measurement periods’ aggregate EBITDA amount, less $4.5 million, multiplied by two, less the actual measurement period earn-out payments already paid, subject to the maximum payment of $3.0 million. Any earn-out payable upon such re-measurement shall be payable 33% in cash and 67% in stock of our company. The number of shares of our common stock to be issued shall be determined by dividing two-thirds (2/3) of the adjusting earn-out payment by the per share fair market value of our common stock as determined using the average closing price of our common stock, as reported on Bloomberg L.P. on the Principal Market, for the five (5) consecutive trading days ending on the last day of the third Measurement Period.

If the aggregate EBITDA over the three measurement periods exceeds six million dollars ($6,000,000.00), Mr. Kunigonis shall be entitled to receive a bonus earn-out payment equal to fifty percent (50%) of the amount by which aggregate EBITDA over the three measurement periods exceeds six million dollars ($6,000,000.00) . The bonus earn-out payment- shall be payable 33% in cash and 67% in shares of common stock of our company. The number of shares of our common stock to be issued shall be determined using the formula described above.

In the event the Mr Kunigonis resigns his position without good reason during any easurement eriod, he shall receive a pro rata share of the earn-out payment for the measurement period during which he resigned and shall forfeit any earn-out payment for any future period. In the event Mr. Kunigonis is terminated for cause, he shall forfeit any earn-out payment for the measurement period in which he was terminated and for any future measurement period.

Pursuant to a Registration Rights Agreement dated as of August 31, 2007 between Mr. Kunigonis and our company, Mr Kunigonis was granted registration rights covering the shares of common stock issued to him in the transaction. Under such agreement, at any time after August 31, 2009, we will be obligated to file a registration statement covering the resale of such shares upon the request of Mr. Kunigonis.

Further, our company issued an unsecured promissory note to Mr. Kunigonis in the amount of $250,000, dated August 31, 2007. The terms of the note include an annual interest rate of five and one-quarter percent (5 ¼%) with twelve equal payments of principal and interest in the amount of $22,653.15 to be paid commencing December 1, 2007. Eleven remaining payments will be due on the first day of each March, June, September, and December during the period beginning on January 1, 2008, and ending September 1, 2010.

PageMill Partners LLC acted as our exclusive mergers and acquisitions advisor in the transaction and, in consideration of its services, we paid a fee of $420,000 in cash.

On September 6, 2007 we issued a press release in connection with the transactions set forth in item 2.01 above, a copy of which is attached hereto as exhibit 99.1.

The above description of the transaction and material agreements is not a complete description of all of the terms of such material agreements and is qualified in its entirety by reference to the actual agreements, a copy of which are included as exhibits to this Current Report on Form 8-K.

Item 2.03 Creation Of A Direct Financial Obligation Or An Obligation Under An Off-Balance Sheet Arrangement Of A Registrant.

The descriptions of the promissory note and the earn-out provision under the stock purchase agreement disclosed in Item 2.01 are incorporated herein by reference.

SECTION 3 - SECURITIES AND TRADING MARKETS

Item 3.02 Unregistered Sales Of Equity Securities

In connection with the transaction described in Item 2.01, we issued shares of our common stock to the shareholder of SSI. The shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, on the basis that their issuance did not involve a public offering, no underwriting fees or commissions were paid by us in connection with such issuance, and the Shareholder represented to us that he is an “accredited investor,” as defined in the Securities Act of 1933.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

Financial Statements, if any, required by this item will be provided within the time period prescribed by this item.

(b) Pro Forma Financial Information

Pro Forma Financial Information, if any, required by this item will be provided within the time period prescribed by this item.

(c) Exhibits

Number	Documents
10.1	Sales Strategies, Inc. Stock Purchase Agreement, dated as of August 31, 2007, by and between Incentra Solutions, Inc. and Thomas G. Kunigonis, Jr., as the sole shareholder of Sales Strategies, Inc.
10.2	First Amendment to Stock Purchase Agreement, dated as of August 31, 2007, by and among Incentra Solutions, Inc. and Thomas G. Kunigonis, Jr., as the sole shareholder of Sales Strategies, Inc.

10.3	Second Amendment to Stock Purchase Agreement, dated as of September 5, 2007, by and among Incentra Solutions, Inc. and Thomas G. Kunigonis, Jr., as the sole shareholder of Sales Strategies, Inc.
10.4	Third Amendment to Stock Purchase Agreement, dated as of September 5, 2007, by and among Incentra Solutions, Inc. and Thomas G. Kunigonis, Jr., as the sole shareholder of Sales Strategies, Inc.
10.5	Unsecured Promissory Note, dated as of August 31, 2007, by and among Incentra Solutions, Inc. and Thomas G. Kunigonis, Jr. as the sole shareholder of Sales Strategies, Inc.
10.6	Registration Rights Agreement, dated as of August 31, 2007, between Incentra Solutions, Inc. and Thomas G. Kunigonis, Jr., as the sole shareholder of Sales Strategies, Inc.
10.7	Escrow Agreement, dated as of August 31,2007, by and among Incentra Solutions, Inc., Thomas G. Kunigonis, Jr., as the sole shareholder of Sales Strategies, Inc., and JPMorgan Chase Bank, N.A., as escrow agent.
10.8	Employment Agreement, dated as of August 31, 2007, by and between Sales Strategies, Inc. and Thomas G. Kunigonis, Jr., as the sole shareholder of Sales Strategies, Inc.
99.1	Press Release, dated as of September 6, 2007, announcing our acquisition of Sales Strategies, Inc.

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	INCENTRA SOLUTIONS, INC.
Date: September 7, 2007	By:	/s/ Thomas P. Sweeney III
	Thomas P. Sweeney III
	Chief Executive Officer

Exhibit Index

Number	Documents
10.1	Sales Strategies, Inc. Stock Purchase Agreement, dated as of August 31, 2007, by and between Incentra Solutions, Inc. and Thomas G. Kunigonis, Jr., as the sole shareholder of Sales Strategies, Inc.
10.2	First Amendment to Stock Purchase Agreement, dated as of August 31, 2007, by and among Incentra Solutions, Inc. and Thomas G. Kunigonis, Jr., as the sole shareholder of Sales Strategies, Inc.
10.3	Second Amendment to Stock Purchase Agreement, dated as of September 5, 2007, by and among Incentra Solutions, Inc., and Thomas G. Kunigonis, Jr., as the sole shareholder of Sales Strategies, Inc.
10.4	Third Amendment to Stock Purchase Agreement, dated as of September 5, 2007, by and among Incentra Solutions, Inc., and Thomas G. Kunigonis, Jr., as the sole shareholder of Sales Strategies, Inc.
10.5	Unsecured Promissory Note, dated as of August 31, 2007, by and among Incentra Solutions, Inc. and Thomas G. Kunigonis, Jr., as the sole shareholder of Sales Strategies, Inc.
10.6	Registration Rights Agreement, dated as of August 31, 2007, between Incentra Solutions, Inc. and Thomas G. Kunigonis, Jr., as the sole shareholder of Sales Strategies, Inc.
10.7	Escrow Agreement, dated as of August 31, 2007, by and among Incentra Solutions, Inc., Thomas G. Kunigonis, Jr., as the sole shareholder of Sales Strategies, Inc., and JPMorgan Chase Bank, N.A. as escrow agent.
10.8	Employment Agreement, dated as of August 31, 2007, by and between Sales Strategies, Inc. and Thomas G. Kunigonis, Jr., as the sole shareholder of Sales Strategies, Inc.
99.1	Press Release, dated as of September 6, 2007, announcing our acquisition of Sales Strategies, Inc.

EX-10.1

EXHIBIT 10.1

STOCK PURCHASE AGREEMENT

BY AND BETWEEN

THE SHAREHOLDER OF

SALES STRATEGIES, INC.

AND

INCENTRA SOLUTIONS, INC.

Dated as of August 31, 2007

		TABLE OF CONTENTS
			Page
RECITALS			8
ARTICLE I
PURCHASE AND SALE OF SHARES			8
	Section 1.1.	Purchase and Sale of Shares	8
	Section 1.2.	Consideration	8
	Section 1.3	Excluded Assets and Liabilities	15
	Section 1.4	Closing	15
	ARTICLE II
REPRESENTATIONS AND WARANTIES OF THE COMPANY			15
	Section 2.1	Organization, Standing and Corporate Power	15
	Section 2.2	Subsidiaries	16
	Section 2.3	Capital Structure	16
	Section 2.4	Authority; Noncontravention	17
	Section 2.5	Financial Statements; Undisclosed Liabilities	18
	Section 2.6	Material Contracts	20
	Section 2.7	Permits; Compliance with Applicable Laws	20
	Section 2.8	Absence of Litigation	21
	Section 2.9	Tax Matters	21
	Section 2.10	Employee Benefit Plans	23
	Section 2.11	Labor Matters	26
	Section 2.12	Environmental Matters	27
	Section 2.13	Intellectual Property	29
	Section 2.14	Insurance Matters	31
	Section 2.15	Transactions with Affiliates	31
	Section 2.16	Brokers	31
	Section 2.17	Real Property	32
	Section 2.18	Tangible Personal Property	32
	Section 2.19	Powers of Attorney	33
	Section 2.20	Offers	33
	Section 2.21	Warranties	33
	Section 2.22	Investment Company	33
	Section 2.23	Books and Records	33
	Section 2.24	Status of Shares Being Transferred	33
	Section 2.25	Investment in Purchaser Common Stock	33
	Section 2.26	Hubcity Media and Denali	34
	Section 2.27	Disclosure	35

Page 2

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER			35
	Section 3.1	Organization; Standing and Corporate Power	36
	Section 3.2	Capital Structure	36
	Section 3.3	Authority; Noncontravention	37
	Section 3.4	Purchaser Documents	37
	Section 3.5	Voting Requirements	38
	Section 3.6	Brokers	38
	Section 3.7	Board and Other Approval	38
	Section 3.8	Books and Records	39
	Section 3.9	Sarbanes Oxley Act Compliance	39
	Section 3.10	Additional Representations	39
	Section 3.11	Litigation	40
	Section 3.12	Compliance	40
	Section 3.13	Contracts with Third Parties	40
	Section 3.14	Disclosure	40
ARTICLE IV
COVENANTS RELATING TO CONDUCT OF BUSINESS			40
	Section 4.1	Conduct of Business by the Company	40
	Section 4.2	Advice of Changes	42
	Section 4.3	No Solicitation by the Company	42
	Section 4.4	Conduct of Business by Purchaser	43
	Section 4.5	Transition	43
ARTICLE V
ADDITIONAL AGREEMENTS			43
	Section 5.1	Access to Information; Confidentiality	43
	Section 5.2	Commercially Reasonable Efforts	44
	Section 5.3	Fees and Expenses	44
	Section 5.4	Public Announcements	44
	Section 5.5	Regulation D	45
	Section 5.6	Shareholder Covenant Not to Compete	45
	Section 5.7	Company Tax Returns.	45
	Section 5.8	Transfer of Excluded Assets and Liabilities	46
ARTICLE VI
CONDITIONS PRECEDENT			46
	Section 6.1	Conditions to Each Party's Obligation to
		Effect the Purchase	46
	Section 6.2	Conditions to Obligations of Purchaser	47

Page 3

	Section 6.3	Conditions to Obligations of the Shareholder	48
	Section 6.4	Frustration of Closing Conditions	49
ARTICLE VII
INDEMNIFICATION; ARBITRATION			50
	Section 7.1	Indemnification	50
	Section 7.2	Claims and Procedure	52
	Section 7.3	Arbitration	53
ARTICLE VIII
TERMINATION, AMENDMENT AND WAIVER			54
	Section 8.1	Termination	54
	Section 8.2	Effect of Termination	54
	Section 8.3	Amendment	55
	Section 8.4	Extension; Waiver	55
ARTICLE IX
GENERAL PROVISIONS			55
	Section 9.1	Survival of Representations, Warranties and
		Agreements	55
	Section 9.2	Notices	55
	Section 9.3	Definitions	56
	Section 9.4	Interpretation	57
	Section 9.5	Counterparts	57
	Section 9.6	Entire Agreement; no Third-Party Beneficiaries	57
	Section 9.7	Governing Law	58
	Section 9.8	Assignment	58
	Section 9.9	Consent to Jurisdiction	58
	Section 9.10	Headings	58
	Section 9.11	Severability	58
	Section 9.12	Enforcement	58

Page 4

EXHIBITS

Exhibit A – Form of Unsecured Promissory Note

Exhibit B – Form of Escrow Agreement

Exhibit C – Excluded Assets and Liabilities

Exhibit D – Form of Employment Agreement

Exhibit E – Form of Registration Rights Agreements

Exhibit F – Form of Legal Opinion of Counsel to the Company and Shareholder

Exhibit G – Form of Legal Opinion of Counsel to the Purchaser

SCHEDULES

EX-10.2

EXHIBIT 10.2

FIRST AMENDMENT TO

STOCK PURCHASE AGREEMENT

     FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “First Amendment”) dated as of August 31, 2007, by and among INCENTRA SOLUTIONS, INC., a Nevada corporation (“Purchaser”) and THOMAS G. KUNIGONIS, JR., ("Shareholder").

RECITALS

     Purchaser and Shareholder are parties to that certain Stock Purchase Agreement dated August 31, 2007 (the “Purchase Agreement”). Capitalized terms not defined herein shall have the meaning set forth in the Purchase Agreement.

     WHEREAS, the parties desire to amend the Purchase Agreement on the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound do hereby agree as follows:

     1. Waiver of Covenants and Closing Conditions. Purchaser acknowledges and accepts that as of Closing, notwithstanding the certificates of Shareholder and of the Chief Financial Officer and Chief Operating Officer of the Company to be delivered at Closing, the Company will not have obtained consents from third parties required under the terms of agreements entered into between the Company and such third parties, (collectively, the “Third Party Consents”). Purchaser hereby waives, as of the date hereof and as of Closing, the conditions and covenants set forth in the Purchase Agreement to the extent such conditions or covenants are breached or not fulfilled as a result of the failure of the Company to obtain the Third Party Consents as of Closing, including without limitation the conditions to Closing set forth in subsection (l) of Section 6.2 of the Purchase Agreement (but such waiver to apply only to the extent the failure or breach of such Closing conditions and related covenants arise from the failure to obtain the Third Party Consents).

     2. Scope of Amendment. Any provision of the Purchase Agreement inconsistent with the terms of this First Amendment is hereby amended. Except as amended hereby, the Purchase Agreement remains unamended and in full force and effect.

[Signature Page Follows]

     IN WITNESS WHEREOF, Purchaser and Shareholder have caused this Agreement to be signed as of the date first written above.

INCENTRA SOLUTIONS, INC.

By:

Name: Thomas P. Sweeney III

Title: Chief Executive Officer

SHAREHOLDER

Thomas G. Kunigonis, Jr.

EX-10.3

EXHIBIT 10.3

SECOND AMENDMENT TO

STOCK PURCHASE AGREEMENT

     SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Second Amendment”) dated as of September 5, 2007, by and among INCENTRA SOLUTIONS, INC., a Nevada corporation (“Purchaser”) and THOMAS G. KUNIGONIS, JR., ("Shareholder").

RECITALS

     Purchaser and Shareholder are parties to that certain Stock Purchase Agreement dated August 31, 2007 (the “Purchase Agreement”) and that First Amendment to Stock Purchase Agreement dated as of August 31, 2007. Capitalized terms not defined herein shall have the meaning set forth in the Purchase Agreement.

     WHEREAS, the parties desire to further amend the Purchase Agreement on the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound do hereby agree as follows:

     1. Waiver of Covenants and Closing Conditions. Purchaser acknowledges and accepts that as of Closing, notwithstanding the certificates of Shareholder and of the Chief Financial Officer and Chief Operating Officer of the Company to be delivered at Closing, the Company will not have entered into written agreements with Hub City Media and Denali memorializing the existing business arrangements between Hub City Media and Denali, respectively, and the Company, (collectively, the “Hub City and Denali Agreements”). Purchaser hereby waives, as of the date hereof and as of Closing, the conditions and covenants set forth in the Purchase Agreement to the extent such conditions or covenants are breached or not fulfilled as a result of the failure of the Company to enter into the Hub City and Denali Agreements as of Closing, including without limitation the conditions to Closing set forth in subsection (K) of Section 6.2 of the Purchase Agreement (but such waiver to apply only to the extent the failure or breach of such Closing conditions and related covenants arise from the failure to enter into the Hub City and Denali Agreements).

     2. Scope of Amendment. Any provision of the Purchase Agreement inconsistent with the terms of this Second Amendment is hereby amended. Except as amended hereby, the Purchase Agreement, as previously amended, remains unamended and in full force and effect.

[Signature Page Follows]

     IN WITNESS WHEREOF, Purchaser and Shareholder have caused this Agreement to be signed as of the date first written above.

INCENTRA SOLUTIONS, INC.

By:

Name: Thomas P. Sweeney III
Title: Chief Executive Officer

SHAREHOLDER

Thomas G. Kunigonis, Jr.

EX-10.4

EXHIBIT 10.4

THIRD AMENDMENT TO

STOCK PURCHASE AGREEMENT

     THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Third Amendment”) dated as of September 5, 2007, by and among INCENTRA SOLUTIONS, INC., a Nevada corporation (“Purchaser”) and THOMAS G. KUNIGONIS, JR., ("Shareholder").

RECITALS

     Purchaser and Shareholder are parties to that certain Stock Purchase Agreement dated August 31, 2007 (the “Purchase Agreement”), that First Amendment to Stock Purchase Agreement dated as of August 31, 2007, and that Second Amendment to Stock Purchase Agreement dated as of September 5, 2007. Capitalized terms not defined herein shall have the meaning set forth in the Purchase Agreement.

     WHEREAS, the parties desire to further amend the Purchase Agreement on the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound do hereby agree as follows:

     1. Shareholder Withdrawal of Company Cash. Shareholder hereby represents and warrants that, notwithstanding the provisions of Section 1.2(e) of the Purchase Agreement that Shareholder shall, immediately prior to the Closing Date, cause the Company to pay out to Shareholder such amount of the Company’s cash on hand which would have leave Net Working Capital of not less than One Million Dollars ($1,000,000.00) in Company, Shareholder has not as of the date hereof withdrawn all of such cash he is entitled to withdraw. Purchaser hereby agrees that, based on and in reliance upon such representation and warranty of Shareholder, upon agreement between Purchaser and Shareholder as to the amount of Company cash which may be withdrawn which would have left Net Working Capital of not less than One Million Dollars ($1,000,000.00) in Company as of August 31, 2007, Purchaser shall promptly cause to be distributed to Shareholder that amount of cash from Company.

     2. Scope of Amendment. Any provision of the Purchase Agreement inconsistent with the terms of this Third Amendment is hereby amended. Except as amended hereby, the Purchase Agreement, as previously amended, remains unamended and in full force and effect.

[Signature Page Follows]

     IN WITNESS WHEREOF, Purchaser and Shareholder have caused this Agreement to be signed as of the date first written above.

INCENTRA SOLUTIONS, INC.

By:

Name: Thomas P. Sweeney III
Title: Chief Executive Officer

SHAREHOLDER

Thomas G. Kunigonis, Jr.

EX-10.5

EXHIBIT 10.5

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

	UNSECURED PROMISSORY NOTE
$250,000.00		August 31,
		2007

     FOR VALUE RECEIVED, Incentra Solutions, Inc., a Nevada corporation (the “Company”) and any successor corporation to the Company, hereby promises to pay to the order of THOMAS G. KUNIGONIS, JR. and his assigns (together with his assigns, “Payee”), the principal amount of Two Hundred Fifty Thousand Dollars ($250,000.00) on the terms set forth below. The Company promises to pay interest on the principal amount of this Note in arrears from and including the date hereof on the principal balance from time to time outstanding, computed daily, at an annual rate of five and one-quarter percent (5 1/4%). Interest shall be calculated on the basis of actual number of days elapsed over a year of 360 days. Notwithstanding any other provision of this Note, the holder hereof does not intend to charge and the Company shall not be required to pay any interest or other fees or charges in excess of the maximum permitted by applicable law; any payments in excess of such maximum shall be refunded to the Company or credited to reduce principal hereunder. The Company may prepay any or all principal and accrued interest due under this Note at any time, upon ten (10) days prior notice to holder, without penalty.

     Twelve (12) equal payments of principal and interest in the amount of twenty-two thousand six hundred fifty three and 15/100 Dollars ($22,653.15) shall be due and payable without notice or demand, the first payment being due on December 1, 2007, and the eleven (11) remaining payments being due on the first day of each March, June, September and December during the period beginning on January 1, 2008 and ending on September 1, 2010. For purposes of this Note, each such date on which payment is due shall be referred to as a “Payment Due Date”. Payments shall be made by wire transfer of immediately available United States federal funds sent to an account or accounts designated by the holder in accordance with the instructions furnished to the Company for that purpose.

     This Note constitutes the “Promissory Note” described in that certain Stock Purchase Agreement dated August 31, 2007 (the “Stock Purchase Agreement”), by and between the Company and Payee, and is entitled to all of the benefits of the Stock Purchase Agreement. Unless defined herein, capitalized terms used herein that are defined in the Stock Purchase Agreement have the meaning given to such terms in the Stock Purchase Agreement.

The Company agrees to pay all costs, charges and expenses incurred by the Payee and its assigns (including, without limitation, costs of collection, court costs, and reasonable attorneys’ fees and

disbursements) in connection with the successful enforcement of the Payee’s rights under this Note (all such costs, fees and expenses being herein referred to as “Costs”).

The Company hereby expressly waives presentment, demand, protest, notice of demand, dishonor and nonpayment of this Note, and all other notices or demands of any kind in connection with the delivery, acceptance, performance, default or enforcement hereof. The rights and remedies of the holder as provided herein shall be cumulative and concurrent and in addition to any other rights the Payee may have at law, in equity or otherwise, and may be pursued singularly, successively or together at the sole discretion of the holder and may be exercised as often as occasion therefor shall occur. The Company agrees that any delay or failure on the part of the Payee in exercising any rights or remedies hereunder will not operate as a waiver of such rights, and further agrees that any payments and prepayments received hereunder will be applied first to Costs, then to interest and the balance to principal. The Payee shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies, and no waiver of any kind shall be valid unless in writing and signed by the party or parties waiving such rights or remedies. All payments under this Note shall be made without counterclaim, offset or defense of any kind.

     This Note will be registered on the books of the Company or its agent as to principal and interest. This Note applies to, inures to the benefit of, and binds the successors and assigns of the parties hereto; provided however that the Company shall not assign this Note without the prior written consent of the Payee, which consent may be withheld in Payee’s sole and absolute discretion. Any transfer of this Note by Payee will be effected only by surrender of this Note to the Company and reissuance of a new note to the transferee. The Payee and any subsequent holder of this Note receives this Note subject to the foregoing terms and conditions, and agrees to comply with the foregoing terms and conditions for the benefit of the Company and any other Payees.

     Any notice required or permitted under this Note shall be in writing and shall be deemed to have been given on the date of delivery, if personally delivered to the party to whom notice is to be given, or on the third business day after mailing, if mailed to the party to whom notice is to be given, by certified mail, return receipt requested, postage prepaid, and addressed as follows:

     If to the Company, at

Incentra Solutions, Inc.
1140 Pearl Street
Boulder, CO 80302
Attn: Chief Executive Officer

     If to Payee, at

Thomas Kunigonis
85 Fairway Boulevard
Monroe Township, NJ 08831

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     or, in each case, to the most recent address, specified by written notice, given to the sender pursuant to this paragraph.

     If any one or more of the following events ("Events of Default") shall occur, to wit:

      (a) Failure by the Company to make prompt payment, when due, of any payment due hereunder, and such failure continues for five (5) days after Payee gives written notice thereof to Company;

      (b) The failure by Company to observe, keep or comply with any provision or requirement contained in the Stock Purchase Agreement; or

      (c) Failure by the Company to promptly perform or observe any other covenant, promise or agreement contained herein and such failure continues for five (5) days after Payee gives written notice thereof to Company;

then, at any time thereafter, at the sole option of Payee, without further notice to Company, the unpaid principal balance and accrued interest, if any, shall become immediately due and payable without presentment, notice of dishonor, demand, notice or protest of any kind, all of which are expressly waived by the Company. All sums coming due and payable under this paragraph shall bear interest after acceleration hereof at the rate of ten (10%) percent per annum or the maximum rate permitted by law, whichever is less (the "Default Rate").

     This Note shall be governed by and construed in accordance with the laws of the State of Colorado.

     If any provision in this Note is held by a court of competent jurisdiction to be in violation of any applicable local, state or federal ordinance, statute, law, administrative or judicial decision, or public policy, and if such court should declare such provision of this Note to be illegal or unenforceable as written, then such provision shall be given full force and effect to the fullest possible extent that (1) it is legal, valid and enforceable, (2) the remainder of this Note shall be construed as if such illegal or unenforceable provision was not contained therein, and (3) the rights, obligations and interest of the Company and Payee under the remainder of this Note shall continue in full force and effect.

      IN WITNESS WHEREOF, the Company has executed this Note under seal as of the date first written above.

	INCENTRA SOLUTIONS, INC.
By:
	Thomas P. Sweeney III Chief Executive Officer

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EX-10.6

EXHIBIT 10.6

REGISTRATION RIGHTS AGREEMENT

     REGISTRATION RIGHTS AGREEMENT, dated as of August 31, 2007, between INCENTRA SOLUTIONS, INC., a Nevada corporation (the “Company”), and Thomas G. Kunigonis, Jr. ("Shareholder").

WITNESSETH:

     WHEREAS, pursuant to the terms of a Stock Purchase Agreement dated as of August 31, 2009 (the “Purchase Agreement”) between the Company and the Shareholder, the Company has agreed to issue to the Shareholder such number of shares of Common Stock, $.001 par value, of the Company (the “Common Stock”) as determined pursuant to the Purchase Agreement; and

     WHEREAS, as a condition precedent to the consummation of the transactions contemplated by the Purchase Agreement, the Company has agreed to provide certain registration rights pursuant to the terms of this Agreement;

     NOW, THEREFORE, in consideration of the mutual covenants and obligations hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

     1. Definitions. For purposes of this Agreement, capitalized terms used herein shall have the meanings set forth in the preambles hereto and in this Section 1.

     1.1 “Commission” shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

     1.2 “Common Stock” shall mean the common stock, par value $.001 per share, of the Company or, in the case of a conversion, reclassification or exchange of such shares of such Common Stock, shares of the stock issued or issuable in respect of such shares of Common Stock, and all provisions of this Agreement shall be applied appropriately thereto and to any stock resulting therefrom.

     1.3 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar federal statute enacted hereafter, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time.

     1.4 “Existing Rights Agreements” shall mean (i) the Registration Rights Agreement dated as of October 10, 2000 between the Company and Equity Pier LLC (ii) the warrant agreement between the Company and Equity Pier LLC dated March 28, 2001, (iii) the Form S-1 Registration Statement filed on or about May 4, 2007, (iv) the Registration Rights Agreement between the Company and former ManagedStorage International, Inc. shareholders

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dated August 18, 2004, (v) the Registration Rights Agreement dated as of March 30, 2005 between the Company and Barry R. Andersen and Gary L. Henderson, (vi) the Amended and Restated Registration Rights Agreement dated as of January 6, 2006, between the Company and Laurus Master Fund Ltd., (vii) the Registration Rights Agreement dated as of March 31, 2006 by and between the Company and Laurus Master Fund Ltd. (viii) the Registration Rights Agreement dated as of April 13, 2006 between the Company and Joseph J. Graziano, (ix) the Registration Rights Agreement dated as of April 13, 2006 between the Company and Transitional Management Consultants, Inc., (x) the Registration Rights Agreement dated June 26, 2006 between the Company, RAB American Opportunities Fund Limited, RAB North American Dynamic Fund and others, (xi) the Registration Rights Agreement dated August 24, 2006 between the Company, Craig Armstrong and Amherst Holdings, LLC, (xii) the Registration Rights Agreement dated as of July 31, 2007 between the Company and Calliope Capital Corporation, (xiii) the Registration Rights Agreements dated as of August 14, 2007 between the Company and Paul Chopra, Dave Condensa, Bert Condensa, Terri Marine, David Auerweck, and Kevin Hawkins, and (xiv) the Registration Rights Agreements dated as of August 20, 2007 between the Company and Pagemill Partners.

     1.5 “Holder” shall mean any holder of Registrable Securities; provided, however, that any Person who acquires any of the Registrable Securities in a distribution pursuant to a registration statement filed by the Company under the Securities Act or pursuant to a public sale under Rule 144 under the Securities Act or any similar or successor rule shall not be considered a Holder.

     1.6 “Initiating Holders” shall mean Holders representing (on a fully diluted basis) at least fifty-one percent (51%) of the total number of Registrable Securities.

     1.7 “Person” shall mean any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind.

     1.8 “Register”, “registered” and “registration” shall refer to a registration effected by preparing and filing a registration statement with the Commission in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of the effectiveness of such registration statement by the Commission.

     1.9 “Registrable Securities” shall mean (A) the shares of Common Stock issued to the Shareholder pursuant to the Purchase Agreement and (B) any stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares of Common Stock referred to in clause (A); provided, however, that such shares of Common Stock shall only be treated as Registrable Securities hereunder if and so long as they have not been sold in a registered public offering or have not been sold to the public pursuant to Rule 144 under the Securities Act or any similar or successor rule.

     1.10 “Registration Expenses” shall mean all expenses incurred by the Company in compliance herewith, including, without limitation, all registration and filing fees, printing

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expenses, fees and disbursements of counsel for the Company, blue sky fees and expenses, the reasonable fees and expenses (subject to documentation thereof) of one counsel for all Holders and Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, which shall be paid in any event by the Company).

          1.11 “Securities Act” shall mean the Securities Act of 1933, as amended, or any similar federal statute enacted hereafter, and the rules and regulations of the Commission thereunder, all as the same shall be in effect from time to time.

          1.12 “Selling Expenses” shall mean all underwriting discounts and commissions applicable to the sale of Registrable Securities.

     2. Requested Registration.

          2.1 Request for Registration. At any time after August 31, 2009 (such date being hereinafter referred to as the “Demand Date”), if the Company shall receive from Initiating Holders a written request that the Company effect any registration with respect to Registrable Securities the Company will:

      (a) promptly give written notice of the proposed registration to all other Holders; and

     (b) as soon as practicable, use all reasonable efforts to effect such registration (including, without limitation, the execution of an undertaking to file post- effective amendments, appropriate qualification under the blue sky or other state securities laws requested by Initiating Holders and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within thirty (30) days after receipt of such written notice from the Company; provided, that the Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2:

     (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act or applicable rules or regulations thereunder;

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     (ii) less than ninety (90) calendar days after the effective date of any registration declared or ordered effective other than a registration on Form S-3 or Form S-8;

     (iii) if, while a registration request is pending pursuant to this Section 2, the Company determines, in the good faith judgment of the Board of Directors of the Company, with the advice of counsel, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other significant transaction, the Company shall deliver a certificate to such effect signed by its President to the proposed selling Holders and the Company shall not be required to effect a registration pursuant to this Section 2 until the earlier of (A) three (3) days after the date upon which such material information is disclosed to the public or ceases to be material or (B) 90 days after the Company makes such good faith determination; provided, however, that the Company shall not utilize this right more than once in any twelve month period; or

     (iv) except as set forth in Section 2.5, after the second such registration pursuant to this Section 2.1 has been declared or ordered effective.

     Subject to the foregoing clauses (i), (ii), (iii) and (iv), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

          2.2 Additional Shares to be Included. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Sections 2.4 and 3.3 below, include (a) other securities of the Company (the "Additional Shares") which are held by (i) officers or directors of the Company who, by virtue of agreements with the Company, are entitled to include their securities in any such registration or (ii) other persons who, by virtue of agreements with the Company, including the Existing Rights Agreements, are entitled to include their securities in any such registration (the "Other Stockholders"), and (b) securities of the Company being sold for the account of the Company.

          2.3 Underwriting.

          (a) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2 and the Company shall include such information in the written notice to other Holders referred to in Section 2.1 above. The right of any Holder to registration pursuant to this Section 2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to

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the extent provided herein and subject to the limitations provided herein. A Holder may elect to include in such underwriting all or a part of the Registrable Securities he holds.

(b) The Company shall (together with all Holders, officers, directors and Other Stockholders proposing to distribute their securities through such underwriting) negotiate and enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, which underwriter(s) shall be reasonably acceptable to the Company; provided that no Holder shall be required to make any representations or warranties to or agreements (other than a lock-up agreement pursuant to Section 11) with the Company or the underwriters, other than representations, warranties or agreements regarding the Holder, its Registrable Securities and its intended method of distribution and any other representation required by law.

2.4Limitations on Shares to be Included. Notwithstanding any other provision of this Section 2, if the representative of the underwriters of a firm commitment underwriting advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements; second, among the Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; third, to the Company for securities being sold for its own account; and thereafter, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other Stockholders, in each case in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration at the time of filing the registration statement. If the Company or any Holder, officer, director or Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of any such underwriting, such Person may elect to withdraw such Person's Registrable Securities or Additional Shares therefrom by written notice to the Company and the underwriter and the Initiating Holders. Any Registrable Securities or other securities excluded shall also be withdrawn from such registration. No Registrable Securities or Additional Shares excluded from such registration by reason of such underwriters’ marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with this Section 2.4, the Company or underwriter or underwriters selected as provided above may round the number of Registrable Securities of any Holder which may be included in such registration to the nearest 100 shares.

2.5 Additional Demand Registration. If with respect to the last registration permitted to be exercised by the Holders of Registrable Securities under Section 2.1, the Holders are unable to register all of their Registrable Securities because of the operation of Section 2.4 hereof, such Holders shall be entitled to require the Company to effect one additional registration to afford the Holders an opportunity to register all such Registrable Securities. Such additional registration shall again be subject to the provisions of this Section 2.

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     3. Company Registration.

          3.1 At any time after August 31, 2009, if the Company shall determine to register under the Securities Act any of its equity securities or securities convertible into equity securities either for its own account or the account of a security holder or holders exercising any demand registration rights, other than a registration relating solely to employee benefit plans, or a registration relating solely to a Commission Rule 145 transaction, or a registration on Form S-4 or S-8, or the Form SB-2 filed on or about June 29, 2004, (or any successor forms thereto), the Company will:

          (a) promptly give to each Holder written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and

          (b) include in such registration (and, subject to Section 2.1(b)(i), any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or request, made by any Holder within thirty (30) days after receipt of the written notice from the Company described in clause (a) above, except as set forth in Section 3.3 below. Such written request may specify all or a part of a Holder’s Registrable Securities.

          3.2 Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.1(a) . The right of any Holder to registration pursuant to this Section 3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and any officers, directors or Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company; provided that no Holder shall be required to make any representations or warranties to or agreements (other than a lock-up agreement pursuant to Section 11) with the Company or the underwriters, other than representations, warranties or agreements regarding the Holder, its Registrable Securities and its intended method of distribution and any other representation required by law.

          3.3 Limitations on Shares to be Included. Notwithstanding any other provision of this Section 3, if the representative of the underwriters of a firm commitment underwriting advises the Company in writing that marketing factors require a limitation or elimination on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of or eliminate the Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting

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registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as follows: first, if such underwritten offering shall have been initiated by the Company for the sale of securities for its own account, to the Company for securities being sold for its own account; second, among the Other Stockholders that offer securities being sold pursuant to the Existing Rights Agreements, in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration pursuant to the Existing Rights Agreements; third, among the Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested to be included in such registration; fourth, if such underwritten offering shall not have been initiated by the Company, to the Company for securities being sold for its own account; and thereafter, the number of shares that may be included in the registration statement and underwriting shall be allocated among all officers or directors or remaining Other Stockholders, in each case in proportion, as nearly as practicable, to the respective amounts of Additional Shares which they had requested to be included in such registration at the time of filing the registration statement. If any Holder of Registrable Securities or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

     4. Expenses of Registration. All Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Sections 2, 3 or 4 of this Agreement shall be borne by the Company, except that Selling Expenses shall be borne pro rata by each Holder in accordance with the number of shares sold.

     5. Registration Procedures.

          5.1 In the case of each registration effected by the Company pursuant to this Agreement, the Company will keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof and will, at its expense:

     (a) use all reasonable efforts to keep such registration effective for a period of 180 days or until the Holder or Holders have completed the distribution described in the registration statement relating thereto, whichever first occurs; provided, however, that the Company will keep such registration effective for longer than 180 days if the costs and expenses associated with such extended registration are borne by the selling Holders;

     (b) Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement;

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     (c) Furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request;

     (d) Notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of

which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing;

     (e) List all such Registrable Securities registered in such registration on each securities exchange or automated quotation system on which the Common Stock of the Company is then listed;

     (f) Provide a transfer agent and registrar for all Registrable Securities and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

     (g) Make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement, and any attorney or accountant retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers and directors to supply all information reasonably requested by any such seller, underwriter, attorney or accountant in connection with such registration statement;

     (h) Furnish to each selling Holder upon request a signed counterpart, addressed to each such selling Holder, of

     (i) an opinion of counsel for the Company, dated the effective date of the registration statement in form reasonably acceptable to the Company and such counsel, and

     (ii) “comfort” letters signed by the Company’s independent public accountants who have examined and reported on the Company’s

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financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering such matters as are customarily covered in opinions of issuer's counsel and accountants’ “comfort” letters delivered to underwriters in underwritten public offerings of securities;

     (i) Furnish to each selling Holder upon request a copy of all documents filed with and all correspondence from or to the Commission in connection with any such offering; and

     (j) Make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.

          5.2 It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement that the Holders proposing to register Registrable Securities shall furnish to the Company such information regarding themselves, the Registrable Securities held by them, and their intended method of distribution of such Registrable Securities as the Company shall reasonably request and as shall be required in connection with the action to be taken by the Company; provided that no Holder shall be required to make any representations or warranties to or agreements (other than a lock-up agreement pursuant to Section 11) with the Company or the underwriters, other than representations, warranties or agreements regarding the Holder, its Registrable Securities and its intended method of distribution and any other representation required by law.

          5.3 In connection with the preparation and filing of each registration statement under this Agreement, the Company will give the Holders on whose behalf such Registrable Securities are to be registered and their underwriters, if any, and their respective counsel and accountants, the opportunity to review such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each such Holder such access to the Company's books and records and such opportunities to discuss the business of the Company with its officers, its counsel and the independent public accountants who have certified the Company's financial statements, as shall be necessary, in the opinion of such Holders or such underwriters or their respective counsel, in order to conduct a reasonable and diligent investigation within the meaning of the Securities Act.

          6. Indemnification.

          6.1 Indemnification by the Company. The Company will indemnify each Holder, each of its officers, directors and partners, and each person controlling such Holder, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each Person who controls any underwriter, against all claims, losses, damages and liabilities (or actions, proceedings or settlements in respect

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thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors and partners, and each Person controlling such Holder, each such underwriter and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission made in reliance upon and based upon written information furnished to the Company by such Holder or underwriter and stated to be specifically for use therein.

          6.2 Indemnification by the Holders. Each Holder will, if Registrable Securities held by him are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company (other than such Holder) or such underwriter within the meaning of the Securities Act and the rules and regulations thereunder, each other such Holder and each of their officers, directors and partners, and each Person controlling such Holder or other stockholder, against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers, each underwriter or control Person, each other Holder and each of their officers, directors and partners and each Person controlling such Holder or other stockholder for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein.

          6.3 Notices of Claims, Procedures, etc. Each party entitled to indemnification under this Section 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be

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unreasonably withheld), and the Indemnified Party may participate in such defense at the Indemnified Party's sole expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 7 unless such failure is prejudicial to the ability of Indemnifying Party to defend such claim or action. Notwithstanding the foregoing, such Indemnified Party shall have the right to employ its own counsel in any such litigation, proceeding or other action if (i) the employment of such counsel has been authorized by the Indemnifying Party, in its sole and absolute discretion, or (ii) the named parties in any such claims (including any impleaded parties) include any such Indemnified Party and the Indemnified Party and the Indemnifying Party shall have been advised in writing (in suitable detail) by counsel to the Indemnified Party either (A) that there may be one or more legal defenses available to such Indemnified Party which are different from or additional to those available to the Indemnifying Party, or (B) that there is a conflict of interest by virtue of the Indemnified Party and the Indemnifying Parties having common counsel, in any of which events, the legal fees and expenses of a single counsel for all Indemnified Parties with respect to each such claim, defense thereof, or counterclaims thereto shall be borne by Indemnifying Party. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall cooperate to the extent reasonably required and furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

     7. Information by Holder. Each Holder of Registrable Securities shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Agreement; provided that no Holder shall be required to make any representations or warranties to or agreements (other than a lock-up agreement pursuant to Section 11) with the Company or the underwriters, other than representations, warranties or agreements regarding the Holder, its Registrable Securities and its intended method of distribution and any other representation required by law.

     8. Transfer or Assignment of Registration Rights. The rights to cause the Company to register securities granted by the Company under this Agreement may be transferred or assigned by a Holder to a transferee or assignee of any Registrable Securities; provided that the Company is given written notice at or prior to the time of said transfer or assignment, stating the name and address of said transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned; and provided further that the transferee or assignee of such rights assumes in writing the obligations of a Holder under this Agreement to the Company and other Holders in effect at the time of transfer under all effective agreements.

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     9. Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in Section 2 or Section 3 above after the earlier of, as to each Holder, the time at which such Holder (i) has sold all shares of Common Stock to which this agreement applies, or (ii) can sell all shares of Common Stock held by it and to which this agreement applies without restriction in compliance with Rule 144(k).

     10. Exchange Act Compliance. So long as the Company remains subject to the reporting requirements of the Exchange Act, the Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder, and will take all actions reasonably necessary to enable holders of Registrable Securities to sell such securities without registration under the Securities Act within the limitation of the provisions of (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, (b) Rule 144A under the Securities Act, as such Rule may be amended from time to time, if applicable or (c) any similar rules or regulations hereunder adopted by the Commission. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. After any sale of Registrable Securities pursuant to the provisions of Rule 144 or 144A, the Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions to be rescinded with respect to such Registrable Securities. In order to permit a Holder to sell the same, if it so desires, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule), the Company will comply with all rules and regulations of the Commission applicable in connection with use of Rule 144A (or any successor thereto). Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) that would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days of any such request, the Company shall deliver to any such prospective transferee copies of annual audited and quarterly unaudited financial statements of the Company and such other information as may be required to be supplied by the Company for it to comply with Rule 144A.

     11. No Conflict of Rights. The Company will not hereafter enter into any agreement with respect to its securities which is inconsistent with the rights granted to the Holders in this Agreement. Without limiting the generality of the foregoing, the Company will not hereafter enter into any agreement with respect to its securities which grants, or modifies any existing agreement with respect to its securities to grant, to the holder of its securities equal or higher priority to the rights granted to the Holders under Sections 2 and 3 of this Agreement.

      12. Lockup Agreement. In consideration for the Company agreeing to its obligations hereunder, the Holders of Registrable Securities agree in connection with any registration of the Company’s securities (which includes Registrable Securities of at least $75,000 in value) pursuant to Section 3 hereof that, upon the request of the Company not to sell, make any short sale of, loan, grant any option for the purchase of or otherwise dispose of any Registrable Securities (other than those shares included in such registration) without the prior written consent

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of the Company for such period of time (not to exceed 180 days) from the effective date of such registration as the Company may specify.

     13. Benefits of Agreement; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, legal representatives and heirs. This Agreement does not create, and shall not be construed as creating, any rights enforceable by any other Person.

     14. Complete Agreement. This Agreement constitutes the complete understanding among the parties with respect to its subject matter and supersedes all existing agreements and understandings, whether oral or written, among them. No alteration or modification of any provisions of this Agreement shall be valid unless made in writing and signed, on the one hand, by the Holders of a majority of the Registrable Securities then outstanding and, on the other, by the Company.

     15. Section Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

     16. Notices. All notices, offers, acceptances and other communications required or permitted to be given or to otherwise be made to any party to this Agreement shall be deemed to be sufficient if contained in a written instrument delivered by hand, first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, if to the Company, at 1140 Pearl Street, Boulder, Colorado 80302, Attention: Chief Financial Officer, with a copy to Reed Guest, Esq., 94 Underhill Road, Orinda, CA 94563, and if to the Shareholder, to Thomas G. Kunigonis, Jr., 85 Fairway Boulevard, Monroe Township, NJ 08831, with a copy to Robert Schwartz, Esq., Windels Marx Lane & Mittendorf, LLP, 120 Albany Street Plaza, New Brunswick, NJ 08901, or at such other address or addresses as may have been furnished the Company in writing.

     All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next business day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. Any party may change the address to which each such notice or communication shall be sent by giving written notice to the other parties of such new address in the manner provided herein for giving notice.

     17. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware without giving effect to the provisions, policies or principles thereof respecting conflict or choice of laws.

     18. Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original but all of which taken together shall constitute one and the same agreement.

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     19. Severability. Any provision of this Agreement which is determined to be illegal, prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, prohibition or unenforceability without invalidating the remaining provisions hereof which shall be severable and enforceable according to their terms and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first set forth above.

INCENTRA SOLUTIONS, INC.

By: _____________________________
Name: Thomas P. Sweeney III
Title: Chief Executive Officer


THE SHAREHOLDER


_____________________________
Thomas G. Kunigonis, Jr.

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EX-10.7

EXHIBIT 10.7

ESCROW AGREEMENT

     This Escrow Agreement is dated as of the effective date (the “Effective Date”) set forth on schedule 1 attached hereto (“Schedule 1”) by and among the purchaser identified on Schedule 1 (the “Purchaser”), Thomas G. Kunigonis (the “Seller”), and JPMorgan Chase Bank, N.A. as escrow agent hereunder (the “Escrow Agent”).

     WHEREAS, the Purchaser and the Seller have agreed to deposit in escrow certain funds and wish such deposit to be subject to the terms and conditions set forth herein.

     WHEREAS, the purpose of the escrow is to secure certain obligations of Seller related to net working capital as of the closing pursuant to that certain Stock Purchase Agreement by and between Purchaser and Seller dated as of August 31, 2007 and more specifically described therein;

      WHEREAS, the Purchaser and the Seller hereby acknowledge and agree that the Escrow Agent has not reviewed, and is not a party to, the Stock Purchase Agreement; and is not responsible for any of the duties or responsibilities set forth therein.

      NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

     1.Appointment. The Purchaser and Seller hereby appoint the Escrow Agent as their escrow agent for the purposes set forth herein, and the Escrow Agent hereby accepts such appointment under the terms and conditions set forth herein.

     2.Escrow Fund. Simultaneous with the execution and delivery of this Escrow Agreement, Purchaser is depositing with the Escrow Agent the sum indicated as the escrow deposit on Schedule 1 (the “Escrow Deposit”). The Escrow Agent shall hold the Escrow Deposit and, subject to the terms and conditions hereof, shall invest and reinvest the Escrow Deposit and the proceeds thereof (the “Escrow Fund”) as directed in Section 3.

     3. Investment of Escrow Fund. Except as Purchaser and Seller may from time to time jointly instruct the Escrow Agent in writing (a “Joint Instruction”), the Escrow Funds shall be invested in a trust deposit investment vehicle with JPMorgan Chase Bank, N.A. (the "Fund") until all of the monies in the Escrow Fund have been liquidated or distributed pursuant to the terms hereof. Such Joint Instruction, if any, referred to in the foregoing sentence shall specify the type and identity of the investments to be purchased and/or sold. The Escrow Agent is hereby authorized to execute purchases and sales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. An agency fee may be assessed in connection with each transaction. The Escrow Agent is authorized to liquidate in accordance with its customary procedures any portion of the Escrow Funds consisting of investments to provide for payments

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required to be made under this Agreement. In addition:

     (a) The parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys held in the Escrow Account or the purchase, sale, retention or other disposition of any permitted investment; (b) Interest and other earnings on permitted investments shall be added to the Escrow Account. Any loss or expense incurred as a result of an investment will be borne by the Escrow Account; (c) The Escrow Agent is hereby authorized to execute purchases and sales of permitted investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Escrow Agent shall send statements to each of the Purchaser and the Seller on a monthly basis reflecting activity in the Escrow Account for the preceding month. Although Purchaser and Seller recognize that it may obtain a broker confirmation or written statement containing comparable information at no additional cost, Purchaser and the Seller hereby agree that confirmations of permitted investments are not required to be issued by the Escrow Agent for each month in which a monthly statement is rendered. No statement need be rendered for the Escrow Account if no activity occurred for such month; (d) Purchaser and the Seller acknowledge and agree that the delivery of the escrowed property is subject to the sale and final settlement of permitted investments. Proceeds of a sale of permitted investments will be delivered on the business day on which the appropriate instructions are delivered to the Escrow Agent if received prior to the deadline for same day sale of such permitted investments. If such instructions are received after the applicable deadline, proceeds will be delivered on the next succeeding business day; and (e) The Purchaser and the Seller acknowledge that they have received, upon their request, and reviewed the Fund’s prospectus and have determined that the Fund is an appropriate investment for the Account.

     4. Disposition and Termination. The Escrow Agent shall deliver the Escrow Fund upon, and pursuant to, the joint written instructions of Purchaser and Seller. Upon delivery of the Escrow Fund by the Escrow Agent, this Escrow Agreement shall terminate, subject to the provisions of Section 8.

     5.Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent's gross negligence or willful misconduct was the

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primary cause of any loss to the Purchaser or Seller. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

     6. Succession. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving ten (10) days advance notice in writing of such resignation to the other parties hereto specifying a date when such resignation shall take effect. The Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of the Escrow Agreement. Any corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation or association to which all or substantially all the escrow business of the Escrow Agent’s escrow line of business may be transferred, shall be the Escrow Agent under this Escrow Agreement without further act.

     7. Fees. The Purchaser and Seller agree jointly and severally to (i) pay the Escrow Agent upon execution of this Escrow Agreement and from time to time thereafter reasonable compensation for the services to be rendered hereunder, which unless otherwise agreed in writing shall be as described in Schedule 1 attached hereto, and (ii) pay or reimburse the Escrow Agent upon request for all expenses, disbursements and advances, including reasonable attorney's fees and expenses, incurred or made by it in connection with the preparation, execution, performance, delivery, modification and termination of this Escrow Agreement.

     8. Indemnity. The Purchaser and the Seller shall jointly and severally indemnify, defend and save harmless the Escrow Agent and its directors, officers, agents and employees (the “indemnitees”) from all loss, liability or expense (including the fees and expenses of in house or outside counsel) arising out of or in connection with (i) the Escrow Agent’s execution and performance of this Escrow Agreement, except in the case of any indemnitee to the extent that such loss, liability or expense is due to the gross negligence or willful misconduct of such indemnitee, or (ii) its following any instructions or other directions from the Purchaser or the Seller, except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof. The parties hereto acknowledge that the foregoing indemnities shall survive the resignation or removal of the Escrow Agent or the termination of this Escrow

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Agreement. The parties hereby grant the Escrow Agent a lien on, right of set-off against and security interest in the Escrow Fund for the payment of any claim for indemnification, compensation, expenses and amounts due hereunder.

     9. Account Opening Information/TINs.

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT

For accounts opened in the US:

     To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When an account is opened, we will ask for information that will allow us to identify relevant parties.

For non-US accounts:

     To help in the fight against the funding of terrorism and money laundering activities we are required along with all financial institutions to obtain, verify, and record information that identifies each person who opens an account. When you open an account, we will ask for information that will allow us to identify you.

TINs:

     Taxpayer Identification Numbers (“TINs”). The Purchaser and Seller have provided the Escrow Agent with their respective fully executed Internal Revenue Service (“IRS”) Form W-8, or W-9 and/or other required documentation. The Purchaser and the Seller each represent that its correct TIN assigned by the IRS, or any other taxing authority, is set forth in the delivered documents, as well as in the Substitute IRS Form W-9 set forth in the signature page of this Agreement.

     To the extent that any portion of the principal amount of the Escrow Funds represents part or all of the purchase price under the Purchase Agreement, Seller shall provide all information required for Escrow Agent to perform tax reporting on IRS Form 1099-B on or prior to each distribution to the Seller; which shall include a fully executed W-9, W-8, or any other applicable tax form then required by the IRS. Unless otherwise directed in a joint written instruction executed by the Seller and Purchaser, Escrow Agent shall report to the IRS and as appropriate withhold and remit taxes to the IRS or to any other taxing authority as required by law based upon the information or documentation so provided and when schedule and documentation is not properly and timely provided prior to payment of principal to the Seller. Escrow Agent shall be entitled to rely on such information and documentation and shall not be responsible for and shall be indemnified by Seller for any additional tax, interest or penalty arising from the inaccuracy or late receipt of such information or documentation.

     Seller shall provide Escrow Agent on or before the effective date of the Escrow Agreement and at appropriate times thereafter, including prior to any disbursement, a detailed schedule indicating the allocation of the disbursement amount from the Escrow Funds between

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(i) principal, (ii) imputed interest to be reported on IRS Form 1099-INT or 1042S or (iii) Original Issue Discount (“OID”) to be reported on IRS Form 1099-OID along with the relevant payee tax information, documentation, and proportionate interest thereof.. Escrow Agent shall be entitled to rely on such information provided by Seller and shall not be responsible for and shall be indemnified by Seller for any additional tax, interest or penalty arising from the inaccuracy or late receipt of such information. In addition, all interest or other income earned under the Escrow Agreement shall be allocated to the Purchaser and reported, as and to the extent required by law, by the Escrow Agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned from the Escrow by the Purchaser whether or not said income has been distributed during such calendar year. Any other tax returns required to be filed will be prepared and filed by the Seller and/or the Purchaser with the IRS and any other taxing authority as required by law, including but not limited to any applicable reporting or withholding pursuant to the Foreign Investment in Real Property Tax Act (“FIRPTA”). Seller and Purchaser acknowledge and agree that Escrow Agent shall have no responsibility for the preparation and/or filing of any tax return or any applicable FIRPTA reporting or withholding with respect to the Escrow Funds or any income earned by the Escrow Funds. Purchaser further acknowledges and agrees that any taxes payable from the income earned on the investment of any sums held in the Escrow Funds shall be paid by the Purchaser respectively as required by law. In the absence of written direction from the Seller and Purchaser, all proceeds of the Escrow Fund shall be retained in the Escrow Fund and reinvested from time to time by the Escrow Agent as provided in this Agreement. Escrow Agent shall withhold any taxes it is required to withhold, including but not limited to required withholding in the absence of proper tax documentation, and shall remit such taxes to the appropriate authorities.

     10. Notices. All communications hereunder shall be in writing and shall be deemed to be duly given and received:

(i) upon delivery if delivered personally or upon confirmed transmittal if by facsimile;
(ii) on the next Business Day (as hereinafter defined) if sent by overnight courier; or
(iii) four (4) Business Days after mailing if mailed by prepaid registered mail, return receipt requested, to the appropriate notice address set forth on Schedule 1 or at such other address as any party hereto may have furnished to the other parties in writing by registered mail, return receipt requested.

Notwithstanding the above, in the case of communications delivered to the Escrow Agent pursuant to (ii) and (iii) of this Section 10, such communications shall be deemed to have been given on the date received by the Escrow Agent. In the event that the Escrow Agent, in its sole discretion, shall determine that an emergency exists, the Escrow Agent may use such other means of communication as the Escrow Agent deems appropriate. “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which the Escrow Agent located at the notice address set forth on Schedule 1 is authorized or required by law or executive order to remain closed.

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     11. Security Procedures. In the event funds transfer instructions are given (other than in writing at the time of execution of this Escrow Agreement, as indicated in Schedule 1 attached hereto), whether in writing or by telecopier, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on schedule 2 hereto (“Schedule 2”), and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of your executive officers, (“Executive Officers”), which shall include the titles of Chief Executive Officer, Chief Operating Officer or Chief Financial Officer, as the Escrow Agent may select. Such “Executive Officer” shall deliver to the Escrow Agent a fully executed Incumbency Certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Escrow Agent and the beneficiary's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Purchaser or the Seller to identify (i) the beneficiary, (ii) the beneficiary's bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary's bank or an intermediary bank designated. All funds transfer instructions must be executed by the individual(s) listed on Schedule 2 hereto. The parties to this Escrow Agreement acknowledge that these security procedures are commercially reasonable.

     12. Miscellaneous. The provisions of this Escrow Agreement may be waived, altered, amended or supplemented, in whole or in part, only by a writing signed by all of the parties hereto. Neither this Escrow Agreement nor any right or interest hereunder may be assigned in whole or in part by any party, except as provided in Section 6, without the prior consent of the other parties. This Escrow Agreement shall be governed by and construed under the laws of the State of California. Each party hereto irrevocably waives any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of the courts located in the State of California. The parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Escrow Agreement. No party to this Escrow Agreement is liable to any other party for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement because of, acts of God, fire, floods, strikes, equipment or transmission failure, or other causes reasonably beyond its control. This Escrow Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Pages Follow]

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     IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of the date set forth in Schedule 1.

JPMorgan Chase Bank, N.A.
as Escrow Agent

By:

Name:

Title:

Tax Certification: Taxpayer ID#:		86-0793960
Name & Address:		Incentra Solutions, Inc.
		1140 Pearl Street
		Boulder, CO 80302
Customer is a (check one):
Corporation			X  Municipality	Partnership	Non-profit or Charitable Org
Individual			REMIC	Trust	Other
Under the penalties of perjury, the undersigned certifies that:
(1)	the entity is organized under the laws of the United States
(2)	the number shown above is its correct Taxpayer Identification Number (or it is waiting for a number to be issued to it); and
(3)	it is not subject to backup withholding because: (a) it is exempt from backup withholding or (b) it has not been notified by the Internal Revenue Service (IRS) that it is subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified it that it is no longer subject to backup withholding.
(If the entity is subject to backup withholding, cross out the words after the (3) above.)
Investors who do not supply a tax identification number will be subject to backup withholding in accordance with IRS regulations.
Note: The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

PURCHASER
INCENTRA SOLUTIONS, INC.

By:

Name: Thomas P. Sweeney III
Title: Chief Executive Officer

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Tax Certification: Taxpayer ID#:
Name & Address:	Thomas G. Kunigonis, Jr.
	85 Fairway Boulevard
	Monroe Township, NJ 08831
Customer is a (check one):
Corporation		Municipality	Partnership	Non-profit or Charitable Org
X   Individual		REMIC	Trust	Other
Under the penalties of perjury, the undersigned certifies that:
(4)	the entity is organized under the laws of the United States
(5)	the number shown above is its correct Taxpayer Identification Number (or it is waiting for a number to be issued to it); and
(6)	it is not subject to backup withholding because: (a) it is exempt from backup withholding or (b) it has not been notified by the Internal Revenue Service (IRS) that it is subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified it that it is no longer subject to backup withholding.
(If the entity is subject to backup withholding, cross out the words after the (3) above.)
Investors who do not supply a tax identification number will be subject to backup withholding in accordance with IRS regulations.
Note: The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

SELLER

__________________________________
Thomas G. Kunigonis

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Schedule 1

Effective Date: Name of Purchaser: Purchaser Notice Address: Purchaser TIN:	August 31, 2007 Incentra Solutions, Inc. 1140 Pearl Street Boulder, CO 80302 86-0793960
Wiring Instructions:

	Bank: Bank Address: Account # Routing#: Account Name: Int. Swift:	Wells Fargo Denver, CO 4945056281 121000248 Incentra Solutions, Inc. WFBIUS6SDEN
Name of Seller: Seller Notice Address: Seller TIN: Wiring Instructions:	Thomas G. Kunigonis Thomas G. Kunigonis 85 Fairway Boulevard Monroe Township, NJ 08831

Escrow Deposit: $ 475,000

	Escrow Agent notice address: JPMorgan Chase Bank, N.A 300 S Grand Ave, 4th Floor Los Angeles, CA 90071 Attention: Michael Bergantino Fax No.: 213/621-8167
Escrow Agent’s compensation:	$ 3,500.00

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Schedule 2

Telephone Number(s) for Call-Backs and
Person(s) Designated to Give and Confirm Funds Transfer Instructions

If to Seller:
	Name	Telephone Number	Signature
1.	Thomas G. Kunigonis, Jr.	(732) 521-2494
If to Purchaser:
	Name	Telephone Number	Signature
1.	Thomas P. Sweeney III	(303) 449-8279
2.	Anthony DiPaolo	(720) 566-5000
3.	George Vareldzis	(720) 566-5022

Telephone call-backs shall be made to each Purchaser and Seller if joint instructions are required pursuant to this Escrow Agreement.

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EX-10.8

EXHIBIT 10.8

EMPLOYMENT AGREEMENT

     This AGREEMENT (the “Agreement”) is made as of the date signed (the “Effective Date”), by and between Sales Strategies Inc., a New Jersey corporation ("Employer") with its headquarters located in Boulder, Colorado (the “Employer”), and Thomas G. Kunigonis, Jr. (the “Executive”). In consideration of the mutual covenants contained in this Agreement, the Employer and the Executive agree as follows:

     1. Employment. The Employer agrees to employ the Executive and the Executive agrees to be employed by the Employer on the terms and conditions set forth in this Agreement.

     2. Capacity; Location. The Executive shall serve the Employer as President. In his capacity as President, Executive will report to the President (the "President ") of Incentra Solutions, Inc., a Nevada corporation, the parent corporation of Employer ("Parent"), and shall be responsible for Employer's overall operations activities subject to the direction of the President. In such capacity, the Executive shall perform such services and duties in connection with the business, affairs and operations of the Employer as may be assigned or delegated to the Executive from time to time by or under the authority of the President. Executive’s employment with Employer will be based in Employer’s Metuchen, New Jersey, offices; provided, that Employee may be required from time to time to travel in connection with Employer’s business needs.

     3. Term. The term of this Agreement shall be three (3) years unless otherwise terminated in accordance with its provisions.

     4. Compensation and Benefits. The regular compensation and benefits payable to the Executive under this Agreement shall be as follows:

     (a)Salary. For all services rendered by the Executive under this Agreement, the Employer shall pay the Executive a salary (the “Salary”) at the annual rate of Three Hundred Thirty-Three Thousand Dollars ($333,000.00), subject to increase from time to time in the discretion of the Employer. The Salary shall be payable in periodic installments in accordance with the Employer’s usual practice for its senior executives.

     (b) Regular Benefits. The Executive shall be entitled to health insurance benefits from Employer, and shall also be entitled to participate in any employee benefit plans, life insurance plans, disability income plans, retirement

1

plans, expense reimbursement plans and other benefit plans which the Employer may from time to time have in effect for all or most of its executive management employees. Such participation shall be subject to the terms of the applicable plan documents, generally applicable policies of the Employer, applicable law and the discretion of the Employer or any administrative or other committee provided for in or contemplated by any such plan. Except with respect to the aforementioned health insurance benefits, nothing contained in this Agreement shall be construed to create any obligation on the part of the Employer to establish any such plan or to maintain the effectiveness of any such plan which may be in effect from time to time.

     (c) Vacation. The Executive shall be entitled to four (4) weeks of vacation per calendar year.

     (d) Taxation of Payments and Benefits. The Employer shall undertake to make deductions, withholdings and tax reports with respect to payments and benefits under this Agreement to the extent that it reasonably and in good faith believes that it is required to make such deductions, withholdings and tax reports. Payments under this Agreement shall be in amounts net of any such deductions or withholdings. Nothing in this Agreement shall be construed to require the Employer to make any payments to compensate the Executive for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit.

     (e) Expenses. The Employer shall reimburse the Executive for all reasonable and necessary business related travel expenses incurred or paid by the Executive in performing his duties under this Agreement and which are consistent with applicable policies of the Employer. All payments for reimbursement of such expenses shall be made upon presentation by the Executive of expense statements or vouchers and such other supporting information as the Employer may from time to time reasonably request.

     (f) Stock Options. Executive shall also be eligible for participation in Employer’s Parent's Stock Option Plan, and Executive shall be entitled to receive stock options pursuant to the terms of option agreements.

      (g) Exclusivity of Salary and Benefits. The Executive shall not be entitled to any payments or benefits other than those provided under this Agreement.

     5. Extent of Service. During the Executive’s employment under this Agreement, the Executive shall devote the Executive’s full business time, best efforts and business judgment, skill and knowledge to the advancement of the Employer’s interests and to the discharge of the Executive’s duties and responsibilities under this Agreement. The Executive shall not engage in any other business activity, except as may be approved

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by the Employer; provided, that nothing in this Agreement shall be construed as preventing the Executive from:

     (a) investing the Executive’s assets in any Employer or other entity in a manner not prohibited by Section 7(d) and in such form or manner as shall not require any material activities on the Executive’s part in connection with the operations or affairs of the companies or other entities in which such investments are made; or

     (b) engaging in religious, charitable or other community or non-profit activities that do not impair the Executive’s ability to fulfill the Executive’s duties and responsibilities under this Agreement.

     6. Termination. The Executive’s employment under this Agreement shall terminate under the following circumstances set forth in this Section 6.

     (a) Termination by the Employer for Cause. The Executive’s employment under this Agreement may be terminated for “Cause” without further liability on the part of the Employer, effective immediately upon a vote of the managers of the Employer and written notice to the Executive. Only the following shall constitute “Cause” for such termination:

     (i) dishonest or fraudulent statements or acts of the Executive with respect to the Employer or any affiliate of the Employer;

     (ii) the Executive’s conviction of, or entry of a plea of guilty or nolo contendere for, (A) a felony or (B) any misdemeanor (excluding minor traffic violations) involving moral turpitude, deceit, dishonesty or fraud;

      (iii) gross negligence, willful misconduct or insubordination of the Executive with respect to the Employer or any affiliate of the Employer; or

     (iv) material breach by the Executive of any of the Executive’s obligations under this Agreement; provided, however, that any such breach shall not be deemed Cause hereunder unless and until Executive shall have received from Employer or the President written notice of the breach and had an opportunity to cure such breach, and thereafter such breach shall only be deemed Cause if not cured within thirty (30) days of Executive’s receipt of such written notice.

      (b) Termination by the Executive. The Executive’s employment under this Agreement may be terminated unilaterally by the Executive by written notice to Employer at least thirty (30) days prior to such termination.

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     (c) Termination by Executive For Good Reason. The Executive may, at his option, terminate Executive's employment for “Good Reason” by giving a notice of termination to Employer in the event that: (i) there is a failure of Employer (or successor employer) to promptly pay Executive’s salary or additional compensation or benefits hereunder in accordance with this Agreement in any material respect, (ii) Executive is assigned duties substantially inconsistent with his title without Executive's prior written consent, (iii) Executive’s principal place of employment is assigned to a geographic location not agreed to by Executive, or (iv) any other material violation or breach by Employer of this Agreement. It shall also be considered Good Reason for termination by Executive if, in the event of a Change of Control (as hereinafter defined), any successor employer fails to fully assume Employer’s obligations under this Agreement. For the purposes of this Agreement, a “Change of Control” shall mean the occurrence of any of the following events: (A) a dissolution or liquidation of the Employer; (B) a sale or other disposition of all or substantially all of the Employer’s assets; (C) a merger or consolidation involving the Employer in which stockholders of the Employer immediately prior to such transaction do not own a majority of the voting power of the Employer or its successor immediately after such transaction; or (D) a sale or other transfer of capital stock of Employer in one or a series of related transactions whereby an individual or “group” (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) which did not previously have direct or indirect “control” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) of Employer acquires such control.

     (d) Termination by the Employer Without Cause. Subject to the payment of Termination Benefits pursuant to Section 6(e), the Executive’s employment under this Agreement may be terminated by the Employer without Cause upon written notice to the Executive (a termination “Without Cause”).

      (e) Certain Termination Benefits. Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to the Executive under this Agreement shall terminate on the date of termination of the Executive’s employment under this Agreement, if and only if such termination is consistent with termination For Cause under Section 6(a), or unilateral termination by the Executive under Section 6(b) above. In the event of termination of the Executive’s employment with the Employer is for Good Reason pursuant to Section 6(c) or Without Cause pursuant to Section 6(d) above, the Employer shall provide to the Executive the following termination benefits (“Termination Benefits”):

     (i) payment of the Executive’s Salary at the rate then in effect pursuant to Section 4(a) for the period from the date of termination until the date on which the term of this Agreement expires as indicated in paragraph 3 hereof; provided, however, that in no event shall the payment to Executive hereunder constitute less than twelve (12) months of

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Executive’s then current Salary, regardless of the remaining term of this Agreement; and

     (ii) continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), with the cost of the regular premium for such benefits shared in the same relative proportion by the Employer and the Executive as in effect on the date of termination for twelve (12) months and at a cost of 102% of premium provided under COBRA, for up to an additional six (6) months.

          Notwithstanding the foregoing, nothing in this Section 6(e) shall be construed to affect the Executive’s right to receive COBRA continuation entirely at the Executive’s own cost to the extent that the Executive may continue to be entitled to COBRA continuation after the Executive’s right to cost sharing under Section 6(d)(ii) ceases.

          (f) Disability. If the Executive shall be disabled so as to be unable to perform the essential functions of the Executive’s then existing position or positions under this Agreement with reasonable accommodation, the Employer may remove the Executive from any responsibilities and/or reassign the Executive to another position with the Employer during the period of such disability. Notwithstanding any such removal or reassignment, the Executive shall continue to receive all payments and benefits contemplated under this Agreement the same as if the Executive employment with Employer was terminated Without Cause (in which case Executive would receive all Termination Benefits, less any disability pay or sick pay benefits to which the Executive may be entitled under the Employer’s policies). If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s then existing position or positions with reasonable accommodation, the Executive may, and at the request of the Employer shall, submit to the Employer a certification in reasonable detail by a physician selected by the Employer to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Employer’s determination of such issue shall be binding on the Executive. Nothing in this Section 6(f) shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.

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     7. Confidential Information, Noncompetition and Cooperation.

     (a) Confidential Information. As used in this Agreement, “Confidential Information” means information belonging to the Employer which is of value to the Employer in the course of conducting its business and the disclosure of which could result in a competitive or other disadvantage to the Employer. Confidential Information includes, without limitation, financial information, reports, and forecasts; inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information or plans; customer lists; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) which have been discussed or considered by the management of the Employer. Confidential Information includes information developed by the Executive in the course of the Executive’s employment by the Employer, as well as other information to which the Executive may have access in connection with the Executive’s employment. Confidential Information also includes the confidential information of others with which the Employer has a business relationship. Notwithstanding the foregoing, Confidential Information does not include information in the public domain, unless due to breach of the Executive’s duties under Section 7(b).

     (b) Confidentiality. The Executive understands and agrees that the Executive’s employment creates a relationship of confidence and trust between the Executive and the Employer with respect to all Confidential Information. At all times, both during the Executive’s employment with the Employer and after its termination, the Executive will keep in confidence and trust all such Confidential Information, and will not use or disclose any such Confidential Information without the written consent of the Employer, except as may be necessary in the ordinary course of performing the Executive’s duties to the Employer.

     (c) Documents, Records, etc. All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to the Executive by the Employer or are produced by the Executive in connection with the Executive’s employment will be and remain the sole property of the Employer. The Executive will return to the Employer all such materials and property as and when requested by the Employer. In any event, the Executive will return all such materials and property immediately upon termination of the Executive’s employment for any reason. The Executive will not retain with the Executive any such material or property or any copies thereof after such termination.

     (d) Noncompetition and Nonsolicitation. Without the prior written consent of Employer, during the period that Executive is employed by Employer and for five (5) years thereafter, the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as

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hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Employer; and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Employer. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Employer’s interest in its Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. The Executive’s obligation to keep the Confidential Information confidential expires at the same time as indicated in the first sentence of this subparagraph (d). For purposes of this Agreement, the term “Competing Business” shall mean any business that provides or intends to provide the same or similar types of services or products as those provided by Employer, its parent company, or any of such parent company's subsidiaries during Executive's employment with the Company in any geographic area then served by Employer, Employer's parent company, or any of such parent company's subsidiaries. Notwithstanding the foregoing, the Executive may own up to two percent (2%) of the outstanding stock of a publicly held corporation.

     (e) Third-Party Agreements and Rights. The Executive hereby confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive’s use or disclosure of information or the Executive’s engagement in any business. The Executive represents to the Employer that the Executive’s execution of this Agreement, the Executive’s employment with the Employer and the performance of the Executive’s proposed duties for the Employer will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive’s work for the Employer, the Executive will not disclose or make use of any information in violation of any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Employer any copies or other tangible embodiments of non-public information belonging to or obtained from any such previous employment or other party.

     (f) Litigation and Regulatory Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Employer which relate to events or occurrences that transpired while the Executive was employed by the Employer. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Employer at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Employer in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while

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the Executive was employed by the Employer. The Employer shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 7(f) and shall pay the Executive for his time at his annual salary rate in effect at the time of the termination of his employment.

     (g) Injunction. The Executive agrees that it would be difficult to measure any damages caused to the Employer which might result from any breach by the Executive of the promises set forth in this Section 7, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, subject to Section 8 of this Agreement, the Executive agrees that if the Executive breaches, or proposes to breach, any portion of this Agreement, the Employer shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual monetary yet sustained by Employer.

     8. Arbitration of Disputes. Any controversy or claim arising out of or relating to this Agreement or the breach thereof or otherwise arising out of the Executive’s employment or the termination of that employment (including, without limitation, any claims of unlawful employment discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, be settled by arbitration in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of the American Arbitration Association (“AAA”) in Denver, Colorado, in accordance with the Employment Dispute Resolution Rules of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. In the event that any person or entity other than the Executive or the Employer may be a party with regard to any such controversy or claim, such controversy or claim shall be submitted to arbitration subject to such other person or entity’s agreement. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This Section 8 shall be specifically enforceable. Notwithstanding the foregoing, this Section 8 shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided, that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 8.

     9. Consent to Jurisdiction. To the extent that any court action is permitted consistent with or to enforce Section 8 of this Agreement, the parties hereby consent to the jurisdiction of the courts of the State of Colorado. Accordingly, with respect to any such court action, the Executive and Employer both (a) submit to the personal jurisdiction of such courts; (b) consent to service of process; and (c) waive any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.

     10. Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties with respect to any related subject matter.

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     11. Assignment; Successors and Assigns, etc. Neither the Employer nor the Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party; provided, that the Employer may assign its rights under this Agreement without the consent of the Executive in the event that the Employer shall effect a reorganization, consolidate with or merge into any other corporation, partnership, organization or other entity, or transfer all or substantially all of its properties or assets to any other corporation, partnership, organization or other entity. This Agreement shall inure to the benefit of and be binding upon the Employer and the Executive, their respective successors, executors, administrators, heirs and permitted assigns.

     12. Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

     13. Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

     14. Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address the Executive has filed in writing with the Employer or, in the case of the Employer, at 1140 Pearl Street, Boulder, CO 80302, ATTN: Thomas P. Sweeney III, and shall be effective on the date of delivery in person or by courier or three (3) days after the date mailed.

     15. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Employer.

     16. Governing Law. This is an Illinois contract and shall be construed under and be governed in all respects by the laws of the State of Colorado, without giving effect to the conflict of laws principles of such State.

     17. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.

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IN WITNESS WHEREOF, this Agreement has been executed by the Employer and by the Executive as of the ___ day of August 2007.

SALES STRATEGIES INC.


By: _______________________
Name: Thomas P. Sweeney III
Title: Chief Executive Officer


EXECUTIVE:

__________________________
Thomas G. Kunigonis, Jr.

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EX-99.1

1140 Pearl Street, Boulder, Colorado 80302

NEWS RELEASE for September 6, 2007 at 11:30 AM EDT

Contacts for Incentra Solutions:
     Allen & Caron Inc.
     Jill Bertotti (investors)
     jill@allencaron.com
     Len Hall (financial media)
     len@allencaron.com
     (949) 474-4300
Incentra Solutions, Inc.
Tom Sweeney
Chief Executive Officer
tsweeney@incentrasolutions.com
(303) 449-8279

INCENTRA SOLUTIONS EXPANDS U.S. MARKET PRESENCE TO EAST COAST WITH
ACQUISITION OF NEW JERSEY-BASED SSI

Creates Nationwide Footprint as Complete Solutions Provider, Positions Company for Further Growth

Boulder, CO, September 6, 2007 – Incentra Solutions, Inc. (OTCBB: ICNS), a provider of complete IT and storage management solutions to enterprises and managed service providers in North America and Europe, today announced that it has acquired Meutchen, NJ-based Sales Strategies, Inc., doing business as SSI hubCity (www.ssihubcity.com), for approximately $6 million, subject to certain post-closing working capital adjustments. The price paid at closing included $4.75 million in cash, 1.37 million restricted shares of Incentra common stock and the issuance of an unsecured, three-year note for $250,000. If certain performance thresholds are met in each of the three years following closing, the seller is eligible to receive additional consideration consisting of a combination of cash and restricted shares of Incentra common stock.

     Privately-held SSI is a premier provider of data lifecycle management, information security, software infrastructure development and managed services solutions to mid-tier enterprises and Fortune 1000 companies in financial services, insurance, media, government and life sciences. SSI, which had sales of approximately $40 million for the 12 months ended June 30, 2007, will become a wholly-owned subsidiary of Incentra Solutions and continue to operate from its offices in New Jersey, New York, Pennsylvania and Colorado.

     With the addition of SSI, Incentra is well positioned to enter 2008 with an annual revenue run rate of more than $240 million. The acquisition will add a staff of approximately 20 professionals and more than 250 customers to Incentra’s existing operations. SSI president Tom Kuni will continue to lead the business and report directly to Incentra Solutions President and Chief Operating Officer Shawn O’Grady.

     Incentra Solutions Chairman and CEO Thomas P. Sweeney said that a key element of the Company’s growth strategy has always been to build a nationwide sales and support organization with locations in key geographic markets in the U.S. “The acquisition of SSI gives us a strong presence on the East Coast extending our reach into the major IT markets of New York, New Jersey and Pennsylvania and strengthening our operations in Colorado.

     “The addition of SSI in New Jersey and our recent acquisition of Helio Solutions in Northern California to our existing operations in the Northwest, West and Midwest establish Incentra as a strong nationwide provider of complete IT solutions, which we believe will continue

to accelerate our rate of growth,” Sweeney added. “And with our ability to support customers purchasing and deployment needs in Western Europe, we are one of only a handful of complete solutions providers able to support customer needs on both sides of the Atlantic. Our results over the last several quarters have proven that acquiring systems integrators with existing direct sales organizations serving the enterprise market drive sales of our higher margin services offerings, and we are confident that the acquisition of SSI will continue that trend.”

Sweeney said that SSI has experienced management, a seasoned professional staff and a large base of well established customers. “With its geographic coverage and track record to date, SSI clearly meets our strategic goal of acquiring businesses capable of providing significant opportunities to increase sales of our value added services including First Call and Enhanced First Call support services, professional services and our GridWorks remote monitoring and management system.”

     Tom Kuni said, “This is an exciting time for all of us at SSI. Becoming part of Incentra Solutions creates attractive career opportunities for our professional staff and adds critically important service offerings to our product line to help solve our customers’ growing data management requirements. I am convinced that this business combination not only positions us to provide an expanded suite of best-of-breed solutions to our current customer base, but opens up significant opportunities to provide a full range of IT products and services to a large base of new customers.”

     Pagemill Partners, headquartered in Palo Alto, CA, advised Incentra Solutions regarding the acquisition.

About Incentra Solutions, Inc.

     Incentra Solutions, Inc. (www.incentrasolutions.com) (OTCBB:ICNS) is a provider of complete IT & storage management solutions to enterprises and managed service providers in North America and Europe. Incentra’s complete solution includes managed services, professional services, hardware and software products with the Company’s First Call and Enhanced First Call support services, IT outsourcing solutions and financing options.

Incentra Solutions Forward Looking Statements

     Certain information discussed in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the federal securities laws. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, it can give no assurance that its expectations will be achieved. Readers are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements are inherently subject to unpredictable and unanticipated risks, trends and uncertainties such as the Company’s inability to accurately forecast its operating results; the Company’s potential inability to achieve profitability or generate positive cash flow; the availability of financing; and other risks associated with the Company’s business. For further information on factors which could impact the Company and the statements contained herein, reference should be made to the Company’s filings with the Securities and Exchange Commission, including Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB and Current Reports on Form 8-K. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

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