Second Amendment to Agreement and Plan of Merger among Incentra Solutions, Inc., Incentra Helio Acquisition Corp., Helio Solutions, Inc., and Shareholders’ Representative

Exhibit 10.4

SECOND AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

          SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Second Amendment”) dated as of August ___, 2007, by and among INCENTRA SOLUTIONS, INC., a Nevada corporation (“Parent”), INCENTRA HELIO ACQUISITION CORP., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), HELIO SOLUTIONS, INC., a California corporation (the “Company”), and DAVID CONDENSA, as Shareholders’ Representative.

RECITALS

          WHEREAS, Parent, Merger Sub, Company and Shareholders’ Representative are parties to that certain Agreement and Plan of Merger dated August __, 2007 (the “Merger Agreement”), as amended by that certain First Amendment to Agreement and Plan of Merger dated as of August __, 2007 ( as amended by the First Amendment, the Merger Agreement). Capitalized terms not defined herein shall have the meaning set forth in the Merger Agreement and the First Amendment.

          WHEREAS, the parties desire to further amend the Merger 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, and any provisions of the Merger Agreement to the contrary notwithstanding, the parties hereto intending to be legally bound do hereby agree as follows:

          1. Net Working Capital Measurement at Closing. The Net Working Capital measurement date shall be changed from the Closing Date to August 31, 2007 and the term “Closing Net Working Capital” as used in the Merger Agreement, as amended hereby, shall mean Net Working Capital of the Company as of August 31, 2007. In the event that as of August 31, 2007, Net Working Capital is less than $1,800,000, excluding any current assets arising from or related to the executive life insurance policies, the amount by which Net Working Capital is less than $1,800,000 will be paid to Incentra by the Helio Shareholders outside of escrow and not by way of the Escrow Funds, provided that Dave Condensa may cause the insurance policies to be liquidated, and if the proceeds thereof remain in the Company, such proceeds shall be included in determining Closing Net Working Capital and shall reduce the amount of any shortfall that otherwise would arise. Such payment shall be made to Incentra no later than September 21, 2007. From the Closing Date through August 31, 2007, the Company shall not unreasonably cause any decrease in Net Working Capital.