JOINDER AGREEMENT

            THIS JOINDER IN MASTER SECURITY AGREEMENT AND STOCK PLEDGE AGREEMENT
(this "JOINDER") is executed as of March 31, 2006 by PWI  Technologies,  Inc., a
Washington  corporation  ("PWI"),  Incentra  Solutions  of  California,  Inc., a
Delaware corporation ("CALIFORNIA") and Incentra Solutions International,  Inc.,
a Delaware  corporation  ("International"  and together with PWI and California,
the  "JOINING  PARTIES" and each, a "JOINING  PARTY"),  and  delivered to Laurus
Master  Fund,  Ltd.,  a Cayman  Islands  company  (the  "Purchaser").  Except as
otherwise  defined  herein,  terms used herein and defined in the 2006  Purchase
Agreement (as defined below).

                              W I T N E S S E T H:

            WHEREAS,  Incentra  Solutions,   Inc.,  a  Nevada  corporation  (the
"Company"),  certain  Subsidiaries  of the Company (in the case of the  Security
Agreement)  and the  Purchaser,  have  entered  into (x) a  Securities  Purchase
Agreement,  dated as of May 13, 2004 (as amended,  modified or supplemented from
time to time, the "2004 PURCHASE AGREEMENT"), (y) a Security Agreement, dated as
of February 6, 2006 (as amended, modified or supplemented from time to time, the
"2006 SECURITY AGREEMENT") and (z) a Securities Purchase Agreement,  dated as of
the date hereof (as amended,  modified or  supplemented  from time to time,  the
"2006 PURCHASE AGREEMENT"); and

            WHEREAS, the Joining Party is a direct or indirect Subsidiary of the
Company and desires,  or is required  pursuant to the  provisions of each of the
2004  Purchase  Agreement,  the 2006  Security  Agreement  and the 2006 Purchase
Agreement,  to become an "Assignor" under the 2004 Master Security Agreement and
a "Pledgor" under the 2006 Stock Pledge Agreement;

            NOW, THEREFORE, in consideration of the foregoing and other benefits
accruing to the Joining Party,  the receipt and  sufficiency of which are hereby
acknowledged,  the Joining Party hereby makes the following  representations and
warranties to the  Purchaser and hereby  covenants and agrees with the Purchaser
as follows:

            NOW, THEREFORE, the Joining Party agrees as follows:

            1. By this Joinder, each Joining Party becomes (i) an "Assignor" for
all purposes under the 2004 Master  Security  Agreement and (ii) a "Pledgor" for
all purposes under the 2006 Stock Pledge Agreement.

            2. Each Joining  Party agrees that,  upon its execution  hereof,  it
will become a Pledgor under, and as defined in, the 2006 Stock Pledge Agreement,
and will be bound by all terms,  conditions  and duties  applicable to a Pledgor
under the 2006 Stock Pledge Agreement.  Without  limitation of the foregoing and
in furtherance thereof, as security for the due and

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punctual  payment of the  Indebtedness  (as  defined  in the 2006  Stock  Pledge
Agreement), each Joining Party hereby pledges, hypothecates, assigns, transfers,
sets over and  delivers  to the  Purchaser  grants to the  Purchaser  a security
interest in all Collateral (as defined in the 2006 Stock Pledge  Agreement),  if
any, now owned or, to the extent  provided in the 2006 Stock  Pledge  Agreement,
hereafter acquired by it.

            4. Each Joining  Party agrees that,  upon its execution  hereof,  it
will become an  Assignor  under,  and as defined  in, the 2004  Master  Security
Agreement,  and will be bound by all terms,  conditions and duties applicable to
an Assignor under the 2004 Master Security Agreement.  Without limitation of the
foregoing  and in  furtherance  thereof,  as security  for the due and  punctual
payment of the Obligations  (as defined in the 2004 Master Security  Agreement),
each Joining Party hereby pledges,  hypothecates,  assigns, transfers, sets over
and delivers to the Purchaser and grants to the Purchaser a security interest in
all Collateral (as defined in the 2004 Master Security  Agreement),  if any, now
owned  or,  to the  extent  provided  in the  2004  Master  Security  Agreement,
hereafter acquired by it.

            5. In connection  with the grant by each Joining Party,  pursuant to
paragraphs 3 and 4 above, of a security interest in all of its right,  title and
interest  in the  Collateral  (as  defined in each of the 2004  Master  Security
Agreement and the 2006 Stock Pledge  Agreement) in favor of the  Purchaser,  the
Joining Party (i) agrees to deliver to the Purchaser, together with the delivery
of this  Joinder,  each of the items  specified  in  Section 3 of the 2006 Stock
Pledge  Agreement,  (ii)  agrees to execute  (if  necessary)  and deliver to the
Purchaser such financing statements, in form acceptable to the Purchaser, as the
Purchaser  may request or as are  necessary  or  desirable in the opinion of the
Purchaser  to  establish  and  maintain  a valid,  enforceable,  first  priority
perfected  security  interest in the  Collateral (as defined in each of the 2004
Master  Security  Agreement and the 2006 Stock Pledge  Agreement)  owned by each
Joining  Party,  (iii)  authorizes  the  Purchaser  to file any  such  financing
statements without the signature of the respective Joining Party where permitted
by law (such  authorization  includes a  description  of the  Collateral as "all
assets and all personal property,  whether now owned and/or hereafter  acquired"
of the respective  Joining Party all assets and all personal  property,  whether
now owned and/or hereafter  acquired" (or any  substantially  similar  variation
thereof)) and (iv) agrees to execute and deliver to the Purchaser assignments of
United  States   trademarks,   patents  and   copyrights   (and  the  respective
applications therefor) to the extent requested by the Purchaser.

            6. Without  limiting the foregoing,  each Joining Party hereby makes
and undertakes,  as the case may be, each covenant,  representation and warranty
made by, and as (i) each Assignor pursuant to the 2004 Master Security Agreement
and (ii) each Pledgor pursuant to the 2006 Stock Pledge Agreement,  in each case
as of the date hereof (except to the extent any such  representation or warranty
relates solely to an earlier date in which case such representation and warranty
shall be true and correct as of such  earlier  date),  and agrees to be bound by
all covenants, agreements and obligations of an Assignor and Pledgor 2004 Master
Security  Agreement and the 2006 Stock Pledge Agreement,  respectively,  and all
other Related  Agreements (as defined in each of the 2004 Purchase Agreement and
the 2006 Purchase Agreement) and/or Ancillary Agreements (as defined in the 2006
Security Agreement) to which it is or becomes a party.

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                                                                          Page 3


            8. Schedule A to the 2006 Stock Pledge  Agreement is hereby  amended
by  supplementing  such  Schedule  with the  information  for each Joining Party
contained on Schedule A attached  hereto as Annex I. In addition,  Schedule A to
the 2004 Master  Security  Agreement  is hereby  amended by  supplementing  such
Schedule  with the  information  for the Joining  Party  contained on Schedule A
attached hereto as Annex II.

            9. This Joinder  shall be binding upon the parties  hereto and their
respective  successors  and permitted  assigns and shall inure to the benefit of
and be  enforceable  by each  of the  parties  hereto  and  its  successors  and
permitted assigns, PROVIDED, HOWEVER, no Joining Party may not assign any of its
rights,  obligations or interest hereunder or under the 2004 Purchase Agreement,
the 2006 Security  Agreement,  the 2006 Purchase Agreement or, in each case, any
agreement related thereto, without the prior written consent of the Purchaser by
such agreement.  THIS JOINDER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH
AND  GOVERNED BY THE LAW OF THE STATE OF NEW YORK.  This Joinder may be executed
in any number of  counterparts,  each of which shall be an original,  but all of
which shall  constitute one instrument.  In the event that any provision of this
Joinder  shall prove to be invalid or  unenforceable,  such  provision  shall be
deemed to be severable  from the other  provisions  of this Joinder  which shall
remain binding on all parties hereto.

            10. From and after the execution and delivery  hereof by the parties
hereto, this Joinder shall constitute (I) a "Related Agreement" for all purposes
of (x) the 2004 Purchase Agreement and the Related Agreements referred to in the
2004 Purchase Agreement, as each are amended, modified or supplemented from time
to time and (y) the 2006 Purchase Agreement and the Related Agreements  referred
to in the 2006 Purchase Agreement, as each are amended, modified or supplemented
from time to time and (II) an "Ancillary Agreement" for all purposes of the 2006
Security Agreement and the Ancillary Agreements referred to in the 2006 Security
Agreement, , as each are amended, modified or supplemented from time to time.

            11. The effective date of this Joinder is March 31, 2006.

                                      * * *

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                                                                          Page 4


            IN WITNESS WHEREOF,  the Joining Party has caused this Joinder to be
duly executed as of the date first above written.

                                        PWI TECHNOLOGIES, INC.

                                        By: /s/ Thomas P. Sweeney III
                                            ------------------------------------
                                            Name:  Thomas P. Sweeney III
                                            Title: Chief Executive Officer


                                        INCENTRA SOLUTIONS OF CALIFORNIA, INC.

                                        By: /s/ Thomas P. Sweeney III
                                            ------------------------------------
                                            Name:  Thomas P. Sweeney III
                                            Title: Chief Executive Officer


                                        INCENTRA SOLUTIONS INTERNATIONAL, INC.

                                        By: /s/ Thomas P. Sweeney III
                                            ------------------------------------
                                            Name:  Thomas P. Sweeney III
                                            Title: Chief Executive Officer

<PAGE>
                                                                          Page 5


Accepted and Acknowledged by:

LAURUS MASTER FUND, LTD.


By: /s/ David Grin
    ---------------------------
    Name:  David Grin
    Title: Managing Partner

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                                                                          Page 6


                                                                         ANNEX I

                                      NONE

<PAGE>
                                                                          Page 7


                                                                        ANNEX II

                                   SCHEDULE A

--------------------------------------------------------------------------------
                                 Jurisdiction of     Organization Identification
         Entity                    Formation                    Number
--------------------------------------------------------------------------------
ManagedStorage                      Delaware                   3188876
International, Inc.
--------------------------------------------------------------------------------
PWI Technologies, Inc               Washington                 601840570
--------------------------------------------------------------------------------
Incentra Solutions of               Delaware                   3925903
California, Inc.
--------------------------------------------------------------------------------
Incentra Solutions, Inc.            Nevada                     C7006-1995
--------------------------------------------------------------------------------
Incentra Solutions                  Delaware                   3766180
International, Inc.
--------------------------------------------------------------------------------