0000930413-07-007279 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • September 7th, 2007 • Incentra Solutions, Inc. • Services-business services, nec • Colorado

This AGREEMENT (the “Agreement”) is made as of the date signed (the “Effective Date”), by and between Sales Strategies Inc., a New Jersey corporation ("Employer") with its headquarters located in Boulder, Colorado (the “Employer”), and Thomas G. Kunigonis, Jr. (the “Executive”). In consideration of the mutual covenants contained in this Agreement, the Employer and the Executive agree as follows:

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 7th, 2007 • Incentra Solutions, Inc. • Services-business services, nec • Delaware

REGISTRATION RIGHTS AGREEMENT, dated as of August 31, 2007, between INCENTRA SOLUTIONS, INC., a Nevada corporation (the “Company”), and Thomas G. Kunigonis, Jr. ("Shareholder").

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 7th, 2007 • Incentra Solutions, Inc. • Services-business services, nec

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “First Amendment”) dated as of August 31, 2007, by and among INCENTRA SOLUTIONS, INC., a Nevada corporation (“Purchaser”) and THOMAS G. KUNIGONIS, JR., ("Shareholder").

ESCROW AGREEMENT
Escrow Agreement • September 7th, 2007 • Incentra Solutions, Inc. • Services-business services, nec • California

This Escrow Agreement is dated as of the effective date (the “Effective Date”) set forth on schedule 1 attached hereto (“Schedule 1”) by and among the purchaser identified on Schedule 1 (the “Purchaser”), Thomas G. Kunigonis (the “Seller”), and JPMorgan Chase Bank, N.A. as escrow agent hereunder (the “Escrow Agent”).

THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 7th, 2007 • Incentra Solutions, Inc. • Services-business services, nec

THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Third Amendment”) dated as of September 5, 2007, by and among INCENTRA SOLUTIONS, INC., a Nevada corporation (“Purchaser”) and THOMAS G. KUNIGONIS, JR., ("Shareholder").

SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 7th, 2007 • Incentra Solutions, Inc. • Services-business services, nec

SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Second Amendment”) dated as of September 5, 2007, by and among INCENTRA SOLUTIONS, INC., a Nevada corporation (“Purchaser”) and THOMAS G. KUNIGONIS, JR., ("Shareholder").

STOCK PURCHASE AGREEMENT BY AND BETWEEN THE SHAREHOLDER OF SALES STRATEGIES, INC. AND INCENTRA SOLUTIONS, INC. Dated as of August 31, 2007
Stock Purchase Agreement • September 7th, 2007 • Incentra Solutions, Inc. • Services-business services, nec • Colorado

Exhibit A – Form of Unsecured Promissory Note Exhibit B – Form of Escrow Agreement Exhibit C – Excluded Assets and Liabilities Exhibit D – Form of Employment Agreement Exhibit E – Form of Registration Rights Agreements Exhibit F – Form of Legal Opinion of Counsel to the Company and Shareholder Exhibit G – Form of Legal Opinion of Counsel to the Purchaser

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