Exhibit 10.2
AMENDMENT TO LETTER AGREEMENT
This agreement is dated July 31, 2006 and is between Xxxxxx "Xxx" Xxxxx
("Xxxxx") and Incentra Solutions, Inc. ("Incentra")(collectively the Parties).
RECITALS
WHEREAS, Curmi and Incentra entered into a Letter Agreement dated July
27, 2006 (the "Letter Agreement").
WHEREAS, the Parties desire to amend the Letter Agreement pursuant to
the terms of this agreement.
NOW THEREFORE, in consideration of the foregoing, the mutual promises
set forth in this Amendment to Letter Agreement, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties agree as follows:
AGREEMENT
1. Upon execution of this Amendment to Letter Agreement, Incentra will pay
Curmi the sum of $1,875,000 by wire transfer in full satisfaction of
Incentra's obligations under paragraph 2 of the Letter Agreement and,
upon receipt of said funds, the Parties shall comply with all of the
terms of the Letter Agreement that are applicable upon full performance
by Incentra of paragraph 2 of the Letter Agreement including the
transfer of the Curmi Stock and the executed appropriate stock transfer
documents to Incentra, the provision by Curmi to Incentra of the
executed Release and Confidentiality and Nondisparagement Agreement and
the filing of the Stipulation for Dismissal. All other terms of the
Letter Agreement that survive after full payment by Incentra shall
remain in full force and effect.
2. COUNTERPARTS AND TELECOPIES. This Agreement may be executed in
counterparts, and by copies transmitted by telecopy, all of which shall
be-given the same force and effect as the original.
INCENTRA SOLUTIONS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
XXXXXXX X. XXXXXXX
/s/ Xxxxxx Xxxxx
-------------------------------------
XXXXXX 'XXX' XXXXX
