OMNIBUS AMENDMENT

Exhibit 10.1

OMNIBUS AMENDMENT  

This OMNIBUS AMENDMENT (this “Amendment”), dated as of July 3, 2007 (the “Effective Date”), is entered into by and between INCENTRA SOLUTIONS, INC., a Nevada corporation (the “Company”), and RAB SPECIAL SITUATIONS (MASTER) FUND LIMITED, a company incorporated in the Cayman Islands (“RAB Special Situations Fund”). Unless otherwise set forth herein all capitalized terms not defined herein are as defined in the Term Notes (as defined below).

WHEREAS, on June 26, 2006, the Company issued (a) a Convertible Term Note in the principal amount of $250,000 to BNP Paribas Securities Services Luxembourg (as nominee for RAB North American Dynamic Fund) (the “Dynamic Fund Note”); and (b) a Convertible Term Note in the principal amount of $600,000 to Credit Suisse Client Nominees (UK) Limited (as nominee for RAB American Opportunities Fund Limited) (the “American Opportunities Fund Note”, and together with the Dynamic Fund Note, the “Term Notes”).

WHEREAS, on June 26, 2006, the Company issued (a) a Common Stock Purchase Warrant to BNP Paribas Securities Services Luxembourg (as nominee for RAB North American Dynamic Fund) for the right to purchase 59,200 shares of common stock of the Company (the “Dynamic Fund Warrant”) and (b) a Common Stock Purchase Warrant to Credit Suisse Client Nominees (UK) Limited (as nominee for RAB American Opportunities Fund Limited) for the right to purchase 142,080 shares of common stock of the Company (the “American Opportunities Fund Warrant”, and together with the Dynamic Fund Warrant, the “Warrants”).

WHEREAS, prior to the Effective Date, the Term Notes and Warrants were transferred to Credit Suisse Client Nominees (UK) Limited (as nominee for RAB Special Situations Fund).

WHEREAS, the Company and RAB Special Situations Fund have agreed to make certain changes to the Term Notes and Warrants as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.            Each of the Term Notes is hereby amended by extending the Maturity Date to December 31, 2007. Accordingly, interest payable under the Term Notes shall continue to accrue until December 31, 2007 at the stated rate in the Term Notes. Any accrued and unpaid interest, as well as interest to be earned on the Term Notes shall, by execution of this Amendment, become payable on December 31, 2007.

2.            Each of the Warrants is hereby amended by extending the Expiration Date (as defined in the Warrants) to June 26, 2011.

3.            Except as specifically set forth in this Amendment, there are no other amendments to the Term Notes, the Warrants or the Note Purchase Agreement, and the terms of each remain in full force and effect.