EXHIBIT 10.28


                              EMPLOYMENT AGREEMENT


       This AGREEMENT (the "Agreement") is made as of the date signed (the
"Effective Date"), by and between Incentra Solutions, Inc., a Nevada corporation
with its headquarters located in Boulder, Colorado (the "Employer"), and Michael
C. Knaisch (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 Chief
Executive Officer, and shall be responsible for strategic and operational
matters relating to the Employer's overall business requirements subject to the
direction of the Chief Executive Officer. 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 Chief Executive Officer.
Executive's employment with Employer will be based in Employer's Broomfield,
Colorado 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 two (2)years, subject to
the provisions of Section 6, the employment relationship described herein may be
terminated by either Executive or Employer at any time.

       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 Two Hundred Thousand Dollars
       ($200,000.00), subject to increase from time to time in the discretion of
       the Compensation Committee of the Board of Directors (the "Compensation
       Committee"). The Salary shall be payable in periodic installments in
       accordance with the Employer's usual practice for its senior executives.

              (b)    BONUS. For the fiscal year ending December 31, 20005
       Executive shall be eligible for a bonus of up to Thirty Seven Thousand
       Five Hundred Dollars ($37,500.00) per quarter based upon performance at
       100% of plan. If performance exceeds plan by 10% or more, Executive will
       be eligible for an additional bonus payment. Performance is evaluated by
       the Board and any non-guaranteed bonus is in the discretion of the Board.
       Thereafter, Executive shall be eligible to participate in an incentive
       program established by the Compensation Committee, with such terms as may
       be established in the sole discretion of the Compensation Committee.

              (c)    REGULAR BENEFITS. The Executive shall be reimbursed for an
       individual health insurance policy to a maximum of Seven Hundred Fifty
       Dollars ($750.00) per month or 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 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 Board of Directors, the Compensation Committee 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

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       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.

              (d)    ADDITIONAL LIFE INSURANCE. Employer will provide term life
       insurance in the amount of three times the Executive's base salary.

              (e)    VACATION. The Executive shall be entitled to four weeks of
       vacation, such vacation time to accrue on a per-pay-period basis.

              (e)    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.

              (f)    CAR ALLOWANCE. Executive shall be entitled to a car
       allowance of $750.00 per month for the term of this Agreement.

              (g)    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.

              (h)    STOCK OPTIONS. Executive shall also be eligible for
       participation in Employer's Stock Option Plan and Executive shall be
       entitled to receive stock options pursuant to the terms of option
       agreements.

              (i)    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 by the Board of Directors;
PROVIDED, that nothing in this Agreement shall be construed as preventing the
Executive from:

              (a)    investing the Executive's assets in any company 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; and

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              (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 AND TERMINATION BENEFITS. Notwithstanding the
provisions of Section 3, 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 Board of Directors 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, or any other
              agreement to which Executive and Employer are now or hereafter a
              party to.

              (b)    TERMINATION BY THE EXECUTIVE. The Executive's employment
       under this Agreement may be terminated by the Executive by written notice
       to Employer at least thirty (30) days prior to such termination.

              (c)    TERMINATION BY THE EMPLOYER WITHOUT CAUSE. Subject to the
       payment of Termination Benefits pursuant to Section 6(d), 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").

              (d)    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. Notwithstanding the foregoing, in the event of
       termination of the Executive's employment with the Employer Without Cause
       pursuant to Section 6(c) 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 that is twelve (12) months after the
              date of termination; and

                     (ii)   continuation of group health plan benefits to the
              extent authorized by and consistent with 29 U.S.C. ss. 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)

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              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(d) 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.

              (e)    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 CEO 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 the Executive's
       full Salary (less any disability pay or sick pay benefits to which the
       Executive may be entitled under the Employer's policies) and benefits
       under Section 4 of this Agreement (except to the extent that the
       Executive may be ineligible for one or more such benefits under
       applicable plan terms) for a period of time equal to nine (9) months. 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(e) 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. ss.2601 ET SEQ. and the Americans with Disabilities Act, 42
       U.S.C. ss.12101 ET SEQ.

       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.

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              (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 the CEO, during the period that Executive is employed
       by Employer and (i) for one (1) year thereafter, the Executive 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 hereinafter
       defined); (ii) for a period of two (2) years thereafter 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) for a period of two (2) years
       thereafter 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.
       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 or targeted by Employer
       or any of its subsidiaries in any geographic area then served or targeted
       by Employer or any of its 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 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.

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              (g)    DEVELOPMENTS. Executive will make full and prompt
       disclosure to the Employer of all inventions, discoveries, designs,
       developments, methods, modifications, improvements, processes,
       algorithms, databases, computer programs, formulae, techniques, trade
       secrets, graphics or images, audio or visual works, and other works of
       authorship (collectively "Developments"), whether or not patentable or
       copyrightable, that are created, made, conceived or reduced to practice
       by Executive (alone or jointly with others) or under Executive's
       direction during the period of his employment. Executive acknowledges
       that all work performed by Executive for Employer hereunder is on a "work
       for hire" basis, and Executive hereby assigns and transfers, and will
       assign and transfer, to the Employer and its successors and assigns all
       of Executive's right, title and interest, including but not limited to
       all patents, patent applications, trademarks and trademark applications,
       copyrights and copyright applications, and other intellectual property
       rights in all countries and territories worldwide and under any
       international conventions, in and to all Developments that (a) relate to
       the business of the Employer or any of the products or services of the
       Employer; (b) result from tasks assigned to Executive by the Employer; or
       (c) result from the use of personal property (whether tangible or
       intangible) owned, leased or contracted for by the Employer.

              (h)    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 damage to the 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 (a) submits to
the personal jurisdiction of such courts; (b) consents to service of process;
and (c) waives 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.

       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

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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: Chief Executive Officer, 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 a Colorado 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.

       IN WITNESS WHEREOF, this Agreement has been executed by the Employer and
by the Executive as of the Effective Date.


                                       INCENTRA SOLUTIONS, INC.:


                                       By: /s/Thomas P. Sweeney Iii
                                           -------------------------------------
                                       Name:  Thomas P. Sweeney, III
                                       Title: President & CEO

                                       EXECUTIVE:


                                       /s/Michael C. Knaisch
                                       -----------------------------------------
                                       Michael C. Knaisch

                                       December 6, 2004
                                       -----------------------------------------
                                       Date

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