Unassociated Document


    SHAWN
      O'GRADY

    


    EMPLOYMENT
      AGREEMENT EXTENSION


    


    This
      extension (the "Extension") to the Shawn O'Grady Employment Agreement dated
      October 10, 2005 (the "Employment Agreement"), by and between Incentra
      Solutions, Inc., a Nevada corporation with its headquarters located in Boulder,
      Colorado (the "Employer"), and Shawn O'Grady (the "Executive") is entered into
      this 31st day of December, 2007. In consideration of the mutual covenants
      contained in the Employment Agreement and this Extension, the Employer and
      the
      Executive agree as follows:

    


    1.
      The
      Employment Agreement is hereby extended for a period of two (2) years until
      December 31, 2009 (the "Extended Term"), subject to the amendments set forth
      in
      this Extension. Upon expiration of the Extended Term, the Employment Agreement
      shall become an "at-will" employment agreement unless and until otherwise
      extended (the "At-Will Period").

    


    2.
      Paragraph 4(a) of the Employment Agreement is hereby amended to read in full
      as
      follows:

    


    "(a) Base
      Salary.
      For all
      services rendered by the Executive under this Agreement, the Employer shall
      pay
      the Executive a base salary (the "Salary") from and after December 31, 2007,
      at
      the annual rate of Three Hundred Fifteen Thousand Eight Hundred Dollars
      ($315,800.00) subject to increase from time to time at the discretion of the
      Board of Directors upon recommendation 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."

    


    3.
      Paragraph 4(b) of the Employment Agreement is hereby amended to read in full
      as
      follows:

    


    "(b) Bonus.
      Executive shall be eligible for an annual bonus of One Hundred Sixty Thousand
      Dollars ($160,000.00) at target, for the years 2007 through 2009, inclusive,
      based upon Executive's achievement of certain performance criteria to be
      determined and evaluated by the Board of Directors in its sole discretion.
      Executive's annual bonus eligibility for the years 2008 and 2009 may be
      increased at the discretion of the Board of Directors upon recommendation of
      the
      Compensation Committee. Such bonus shall be payable on or before February 25th
      of each year."

    


    4.
       This
      Extension may be executed in counterparts which, when taken together, shall
      constitute one and the same agreement. Execution and delivery of this Extension
      by exchange of facsimile copies bearing the facsimile signature of a party
      hereto shall constitute a valid and binding execution and delivery of this
      Extension by such party. Such facsimile copies shall constitute enforceable
      original documents.

     

    
      
         

        
        

      

      
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    5.
       Except
      as
      otherwise expressly modified by this Extension, all terms, provisions, covenants
      and agreements contained in the Employment Agreement, including but not limited
      to the Termination and Termination Benefits provisions of Paragraph 6 of the
      Employment Agreement, shall remain unmodified and in full force and effect
      for
      the Extended Term and any At-Will Period.

     

    IN
      WITNESS WHEREOF, this Extension has been executed by the Employer and by the
      Executive as of the date first written above.

    


    
      	INCENTRA
              SOLUTIONS, INC.
	 	 
	 	 
	
              By:

            	 /s/
              Thomas P. Sweeney III
	
              Name:
                Thomas P. Sweeney III

            
	
              Title:
                Chairman and Chief Executive Officer

            
	 
	 
	
              EXECUTIVE:

            
	 
	
              /s/
Shawn
                O'Grady

            
	
              Shawn
                O'Grady

            


    

     

    
      
         

        
        

      

      
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