Unassociated Document


    VALENS
      U.S. SPV I, LLC

    CALLIOPE
      CAPITAL CORPORATION

    335
      Madison Avenue, 10th Floor

    New
      York,
      New York 10017

    


    December
      28, 2007

    


    Incentra
      Solutions, Inc.

    1140
      Pearl Street

    Boulder,
      Colorado 80302

    Attention:
      Chief Financial Officer

    


    Re:
      Amendment of Existing Note

    


    Ladies
      and Gentlemen:

     

    Reference
      is made to (a) the Securities Purchase Agreement dated as of July 31, 2007
      by
      and between Incentra Solutions, Inc. (the “Company”)
      and
      Calliope Capital Corporation (“Calliope”)
      (as
      amended, restated, modified and/or supplemented from time to time, the
“SPA”);
      and
      (b) the Secured Term Note effective as of July 31, 2007 made by the Company
      in favor of Calliope in the original principal amount of $12,000,000 (as
      amended, restated, modified and/or supplemented from time to time, the
“Note”).
      Reference is further made to the fact that pursuant to one or more instruments
      of assignment, subsequent to July 31, 2007, Calliope assigned a portion of
      its
      interest in the Note, the SPA, any Related Agreements (as defined in the SPA)
      and collateral security therefor to Valens U.S. SPV I, LLC (“Valens”).

     

    The
      Company has requested that Calliope and Valens consent to amend the Note to
      change the beginning amortization date from February 1, 2008 to June 1, 2008
      on
      the condition that the Company enter into this letter agreement.

     

    In
      consideration of the foregoing and other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the Company hereby
      agrees to, and acknowledges, the following:

     

    The
      Note
      is amended to replace the text of Section 1.3 with the following:

     

    “Amortizing
      payments of the aggregate principal amount outstanding under this Note at any
      time (the “Principal
      Amount”)
      shall
      be made in cash by the Company on June 1, 2008 and on the first business day
      of
      each succeeding month thereafter through and including the Maturity Date (each,
      an “Amortization
      Date”).
      Commencing on the first Amortization Date, the Company shall make monthly
      payments to the Holder on each Amortization Date, each such payment in the
      amount of $285,714.28 together with any accrued and unpaid interest on such
      portion of the Principal Amount plus any and all other unpaid amounts which
      are
      then owing under this Note, the Purchase Agreement and/or any other Related
      Agreement (collectively, the “Monthly
      Amount”).
      Any
      outstanding Principal Amount together with any accrued and unpaid interest
      and
      any and all other unpaid amounts which are then owing by the Company to the
      Holder under this Note, the Purchase Agreement and/or any other Related
      Agreement shall be due and payable on the Maturity Date.”


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Except
      as
      specifically set forth herein, the SPA, the Note and the other Related
      Agreements (collectively, the “Agreements”)
      shall
      remain in full force and effect, and are hereby ratified and confirmed. The
      execution, delivery and effectiveness of this letter agreement shall not operate
      as a waiver of any right, power or remedy of Calliope or Valens, nor constitute
      a waiver of any provision of any of the Agreements, except to the extent
      expressly provided for herein. This letter agreement shall be binding upon
      and
      inure to the benefit of the parties hereto and their respective successors
      and
      assigns and shall be governed by and construed in accordance with the laws
      of
      the State of New York.

     

    [Remainder
      of Page Intentionally Left Blank; Signatures Appear on Following
      Page]


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    This
      letter agreement may be executed by the parties hereto in one or more
      counterparts, each of which shall be deemed an original and all of which when
      taken together shall constitute one and the same agreement. Any signature
      delivered by a party by facsimile or electronic transmission shall be deemed
      to
      be an original signature hereto.

    


    
      	
              Very
                truly yours,

            
	 
	
              CALLIOPE
                CAPITAL CORPORATION

            
	 
	
              By:

            	
              LAURUS
                CAPITAL MANAGEMENT,

            
	 	
              LLC,
                its investment manager 

            
	 	 	 
	
              By:
                

            	/s/
              Scott Bluestein
	 	
              Name:

            	Scott
              Bluestein
	 	
              Title:
                

            	
              Authorized
                Signatory

            
	 	 	 
	
              VALENS
                U.S. SPV I, LLC

            
	 
	
              By:

            	
              VALENS
                CAPITAL MANAGEMENT,

            
	 	
              LLC,
                its investment manager

            
	 	 	 
	
              By:

            	/s/
              Scott Bluestein
	 	
              Name:

            	Scott
              Bluestein
	 	
              Title:
                

            	
              Authorized
                Signatory

            


    

    


    Consented
      and Agreed to 

    this
      28th
      day of December, 2007:

    


    
      	
              INCENTRA
                SOLUTIONS, INC.

            
	 	 
	
              By:

            	/s/
              Matthew G. Richman
	
              Name:

            	Matthew G.
              Richman
	
              Title:

            	Chief Corporate
              Development Officer, Treasurer, Asst.
              Secretary


    

     

    
      SIGNATURE
        PAGE TO

      LETTER
        AGREEMENT