REGISTRATION RIGHTS AGREEMENT

      This Registration  Rights Agreement (this "Agreement") is made and entered
into as of March 31, 2006,  by and between  INCENTRA  SOLUTIONS,  INC., a Nevada
corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser").

      This  Agreement is made  pursuant to the  Securities  Purchase  Agreement,
dated as of the date hereof,  by and between the  Purchaser  and the Company (as
amended,  modified or supplemented  from time to time, the "Securities  Purchase
Agreement"),  and pursuant to the Convertible  Note and the Warrant  referred to
therein..

      The Company and the Purchaser hereby agree as follows:

      1.  DEFINITIONS.  Capitalized  terms used and not otherwise defined herein
that are defined in the Securities  Purchase  Agreement  shall have the meanings
given  such  terms  in the  Securities  Purchase  Agreement.  As  used  in  this
Agreement, the following terms shall have the following meanings:

            "COMMISSION" means the Securities and Exchange Commission.

            "COMMON STOCK" means shares of the Company's common stock, par value
$0.001 per share.

            "CONVERTIBLE   NOTE"  shall  have  the  meaning  set  forth  in  the
Securities Purchase Agreement.

            "EFFECTIVENESS   DATE"  means  (i)  with   respect  to  the  initial
Registration  Statement required to be filed hereunder, a date no later than one
hundred  thirty five (135) days  following the date hereof and (ii) with respect
to each additional Registration Statement required to be filed hereunder, a date
no later than thirty (30) days following the applicable Filing Date.

            "EFFECTIVENESS PERIOD" has the meaning set forth in Section 2(a).

            "EXCHANGE  ACT"  means  the  Securities  Exchange  Act of  1934,  as
amended, and any successor statute.

            "FILING DATE" means, with respect to (i) the Registration  Statement
required to be filed hereunder in respect of the shares of Common Stock issuable
upon conversion of the Convertible  Note, a date no later than seventy five (75)
days  following the date hereof,  (ii) the shares of Common Stock  issuable upon
exercise  of  the  initial  Warrant  referred  to  in  the  Securities  Purchase
Agreement,  a date no later  than  seventy  five  (75) days  following  the date
hereof, (iii) the shares of Common Stock issuable upon the exercise of any other
Warrant issued in connection with the Securities  Purchase  Agremeent,  the date
which is thirty (30) days after the

<PAGE>

date of the  issuance  of such  Warrant,  and (iii) the  shares of Common  Stock
issuable to the Holder as a result of adjustments to the Fixed  Conversion Price
or Exercise Price, as the case may be, made pursuant to the Convertible  Note or
the Warrant or otherwise,  thirty (30) days after the  occurrence  such event or
the date of the adjustment of the Fixed  Conversion  Price or Exercise Price, as
the case may be.

            "HOLDER" or "HOLDERS"  means the Purchaser or any of its  affiliates
or transferees to the extent any of them hold Registrable Securities, other than
those purchasing Registrable Securities in a market transaction.

            "INDEMNIFIED PARTY" has the meaning set forth in Section 5(c).

            "INDEMNIFYING PARTY" has the meaning set forth in Section 5(c).

            "PROCEEDING"  means  an  action,   claim,  suit,   investigation  or
proceeding   (including,   without  limitation,   an  investigation  or  partial
proceeding, such as a deposition), whether commenced or threatened.

            "PROSPECTUS"  means  the  prospectus  included  in the  Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities covered by the Registration  Statement,  and all other amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material  incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

            "REGISTRABLE  SECURITIES"  means the shares of Common  Stock  issued
upon the  conversion  of the  Convertible  Note and  upon  the  exercise  of the
Warrants.

            "REGISTRATION  STATEMENT" means each registration statement required
to  be  filed  hereunder,  including  the  Prospectus  therein,  amendments  and
supplements to such  registration  statement or  Prospectus,  including pre- and
post-effective  amendments,  all exhibits thereto, and all material incorporated
by reference  or deemed to be  incorporated  by  reference in such  registration
statement.

            "RULE 144" means Rule 144 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "RULE 415" means Rule 415 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "SECURITIES  ACT" means the Securities Act of 1933, as amended,  and
any successor statute.


                                       2
<PAGE>

            "SECURITIES  PURCHASE AGREEMENT" shall have the meaning set forth in
the second paragraph of this Agreement.

            "TRADING  MARKET"  means any of the NASD Over the  Counter  Bulletin
Board,  NASDAQ Capital Market,  the NASDAQ National  Market,  the American Stock
Exchange or the New York Stock Exchange.

      2.  "WARRANTS"  means  the  Common  Stock  purchase   warrants  issued  in
connection with the Securities Purchase Agreement, whether on the date hereof or
thereafter.REGISTRATION.

            (a) On or prior to each Filing Date the  Company  shall  prepare and
      file with the Commission a Registration Statement covering the Registrable
      Securities  for a  selling  stockholder  resale  offering  to be made on a
      continuous basis pursuant to Rule 415. The Registration Statement shall be
      on Form SB-2 or Form S-3  (except if the  Company is not then  eligible to
      register for resale the  Registrable  Securities  on such Forms,  in which
      case such registration shall be on another  appropriate form in accordance
      herewith).  The Company shall cause the  Registration  Statement to become
      effective and remain effective as provided  herein.  The Company shall use
      its reasonable commercial efforts to cause each Registration  Statement to
      be declared  effective  under the  Securities  Act as promptly as possible
      after the filing thereof, but in any event no later than the Effectiveness
      Date. The Company shall use its reasonable commercial efforts to keep each
      Registration  Statement  continuously  effective  under the Securities Act
      until  the date  which  is the  earlier  date of when (i) all  Registrable
      Securities covered by such Registration  Statement have been sold, or (ii)
      all Registrable  Securities covered by such Registration  Statement may be
      sold immediately without registration under the Securities Act and without
      volume restrictions  pursuant to Rule 144(k), as determined by the counsel
      to the  Company  pursuant  to a written  opinion  letter  to such  effect,
      addressed and acceptable to the Company's  transfer agent and the affected
      Holders or (iii)  except  with  respect to the  shares  issuable  upon the
      exercise of the Options and the  Warrants  issued in  connection  with the
      revolving  credit  facility,  all amounts payable under the Note have been
      paid in full (each, an "Effectiveness Period").

            (b)  Within  three  business  days of the  Effectiveness  Date,  the
      Company shall cause its counsel to issue a blanket  opinion  substantially
      in the form  attached  hereto as Exhibit A, to the transfer  agent stating
      that the shares are subject to an effective registration statement and can
      be  reissued  free of  restrictive  legend  upon  notice  of a sale by the
      Purchaser and  confirmation by the Purchaser that it has complied with the
      prospectus  delivery  requirements,  provided  that  the  Company  or such
      counsel has not advised the  transfer  agent orally or in writing that the
      opinion has been withdrawn. Copies of the blanket opinion required by this
      Section 2(b) shall be delivered to the Purchaser within the time frame set
      forth above.


                                       3
<PAGE>

      3. REGISTRATION PROCEDURES. If and whenever the Company is required by the
provisions hereof to effect the registration of any Registrable Securities under
the Securities Act, the Company will, as expeditiously as possible:

            (a) prepare and file with the Commission the Registration  Statement
      with  respect  to such  Registrable  Securities,  respond as  promptly  as
      possible  to any  comments  received  from  the  Commission,  and  use its
      reasonable  commercial  efforts to cause such  Registration  Statement  to
      become and remain  effective  for the  Effectiveness  Period with  respect
      thereto,  and promptly  provide to the Purchaser copies of all filings and
      Commission letters of comment relating thereto;

            (b)  prepare  and  file  with the  Commission  such  amendments  and
      supplements  to such  Registration  Statement and the  Prospectus  used in
      connection  therewith as may be necessary to comply with the provisions of
      the  Securities  Act with respect to the  disposition  of all  Registrable
      Securities  covered  by  such  Registration  Statement  and to  keep  such
      Registration Statement effective until the expiration of the Effectiveness
      Period applicable to such Registration Statement;

            (c)  furnish  to  the  Purchaser   such  number  of  copies  of  the
      Registration Statement and the Prospectus included therein (including each
      preliminary  Prospectus)  as  the  Purchaser  reasonably  may  request  to
      facilitate the public sale or disposition  of the  Registrable  Securities
      covered by such Registration Statement;

            (d) use its reasonable commercial efforts to register or qualify the
      Purchaser's  Registrable Securities covered by such Registration Statement
      under the securities or "blue sky" laws of such  jurisdictions  within the
      United States as the Purchaser may reasonably request, provided,  however,
      that the  Company  shall not for any such  purpose be  required to qualify
      generally  to  transact   business  as  a  foreign   corporation   in  any
      jurisdiction where it is not so qualified or to consent to general service
      of process in any such jurisdiction;

            (e) list the  Registrable  Securities  covered by such  Registration
      Statement  with any  securities  exchange on which the Common Stock of the
      Company is then listed;

            (f)  immediately  notify the Purchaser at any time when a Prospectus
      relating  thereto is required to be delivered under the Securities Act, of
      the  happening of any event of which the Company has knowledge as a result
      of which the Prospectus contained in such Registration  Statement, as then
      in effect,  includes an untrue  statement  of a material  fact or omits to
      state a material fact  required to be stated  therein or necessary to make
      the statements  therein not misleading in light of the circumstances  then
      existing; and

            (g) make available for inspection by the Purchaser and any attorney,
      accountant  or  other  agent  retained  by  the  Purchaser,  all  publicly
      available,   non-confidential   financial  and  other  records,  pertinent
      corporate documents and properties of the Company, and cause the Company's
      officers, directors and employees to supply all


                                       4
<PAGE>

      publicly available,  non-confidential  information reasonably requested by
      the attorney, accountant or agent of the Purchaser.

      4.  REGISTRATION   EXPENSES.   All  expenses  relating  to  the  Company's
compliance  with Sections 2 and 3 hereof,  including,  without  limitation,  all
registration  and filing fees,  printing  expenses,  fees and  disbursements  of
counsel and independent  public  accountants for the Company,  fees and expenses
(including  reasonable  counsel fees) incurred in connection with complying with
state securities or "blue sky" laws, fees of the NASD,  transfer taxes,  fees of
transfer  agents and  registrars,  fees of, and  disbursements  incurred by, one
counsel  for the  Holders,  are  called  "Registration  Expenses".  All  selling
commissions applicable to the sale of Registrable Securities, including any fees
and disbursements of any special counsel to the Holders beyond those included in
Registration  Expenses, are called "Selling Expenses." The Company shall only be
responsible for all Registration Expenses.

      5. INDEMNIFICATION.

            (a) In the event of a  registration  of any  Registrable  Securities
      under the  Securities  Act  pursuant to this  Agreement,  the Company will
      indemnify and hold harmless each Holder,  and its officers,  directors and
      each other person,  if any, who controls each Holder within the meaning of
      the Securities Act,  against any losses,  claims,  damages or liabilities,
      joint or several, to which such Holder, or such persons may become subject
      under the  Securities  Act or otherwise,  insofar as such losses,  claims,
      damages or liabilities (or actions in respect thereof) arise out of or are
      based  upon any  untrue  statement  or  alleged  untrue  statement  of any
      material fact  contained in any  Registration  Statement  under which such
      Registrable  Securities were registered  under the Securities Act pursuant
      to  this  Agreement,   any  preliminary  Prospectus  or  final  Prospectus
      contained therein, or any amendment or supplement thereof, or arise out of
      or are based upon the  omission  or alleged  omission  to state  therein a
      material  fact  required  to be stated  therein or  necessary  to make the
      statements  therein not  misleading,  and will reimburse such Holder,  and
      each such person for any reasonable  legal or other  expenses  incurred by
      them in connection with  investigating or defending any such loss,  claim,
      damage, liability or action; provided,  however, that the Company will not
      be liable in any such case if and to the extent that any such loss, claim,
      damage or liability  arises out of or is based upon an untrue statement or
      alleged  untrue  statement  or  omission  or alleged  omission  so made in
      conformity with information  furnished by or on behalf of the Purchaser or
      any such person in writing specifically for use in any such document.

            (b) In the event of a  registration  of the  Registrable  Securities
      under the  Securities Act pursuant to this  Agreement,  the Purchaser will
      indemnify and hold harmless the Company,  and its officers,  directors and
      each other person,  if any, who controls the Company within the meaning of
      the Securities Act,  against all losses,  claims,  damages or liabilities,
      joint or several,  to which the Company or such persons may become subject
      under the  Securities  Act or otherwise,  insofar as such losses,  claims,
      damages or liabilities (or actions in respect thereof) arise out of or are
      based  upon any  untrue  statement  or  alleged  untrue  statement  of any
      material  fact which was  furnished  in writing  by the  Purchaser  to the
      Company expressly for use in (and such information is


                                       5
<PAGE>

      contained  in) the  Registration  Statement  under which such  Registrable
      Securities  were  registered  under the  Securities  Act  pursuant to this
      Agreement,  any  preliminary  Prospectus  or  final  Prospectus  contained
      therein,  or any amendment or supplement  thereof,  or arise out of or are
      based upon the  omission or alleged  omission to state  therein a material
      fact  required to be stated  therein or necessary  to make the  statements
      therein  not  misleading,  and will  reimburse  the  Company and each such
      person for any  reasonable  legal or other  expenses  incurred  by them in
      connection with  investigating or defending any such loss, claim,  damage,
      liability or action, provided,  however, that the Purchaser will be liable
      in any such  case if and only to the  extent  that any such  loss,  claim,
      damage or liability  arises out of or is based upon an untrue statement or
      alleged  untrue  statement  or  omission  or alleged  omission  so made in
      conformity with  information  furnished in writing to the Company by or on
      behalf  of the  Purchaser  specifically  for  use in  any  such  document.
      Notwithstanding the provisions of this paragraph,  the Purchaser shall not
      be required to  indemnify  any person or entity in excess of the amount of
      the  aggregate  net  proceeds  received  by the  Purchaser  in  respect of
      Registrable  Securities in connection with any such registration under the
      Securities Act.

            (c)   Promptly   after   receipt  by  a  party   entitled  to  claim
      indemnification  hereunder  (an  "Indemnified  Party")  of  notice  of the
      commencement of any action,  such Indemnified  Party shall, if a claim for
      indemnification  in respect  thereof is to be made  against a party hereto
      obligated to indemnify such Indemnified Party (an  "Indemnifying  Party"),
      notify the Indemnifying  Party in writing thereof,  but the omission so to
      notify the  Indemnifying  Party  shall not  relieve it from any  liability
      which it may have to such Indemnified  Party other than under this Section
      5(c) and shall  only  relieve it from any  liability  which it may have to
      such  Indemnified  Party under this  Section 5(c) if and to the extent the
      Indemnifying Party is prejudiced by such omission. In case any such action
      shall be brought  against any  Indemnified  Party and it shall  notify the
      Indemnifying  Party of the commencement  thereof,  the Indemnifying  Party
      shall be entitled to  participate  in and, to the extent it shall wish, to
      assume and undertake the defense thereof with counsel satisfactory to such
      Indemnified  Party, and, after notice from the Indemnifying  Party to such
      Indemnified  Party of its election so to assume and  undertake the defense
      thereof,  the  Indemnifying  Party shall not be liable to such Indemnified
      Party under this Section 5(c) for any legal expenses subsequently incurred
      by such Indemnified  Party in connection with the defense thereof;  if the
      Indemnified  Party  retains its own counsel,  then the  Indemnified  Party
      shall pay all fees, costs and expenses of such counsel, provided, however,
      that, if the  defendants in any such action  include both the  Indemnified
      Party and the  Indemnifying  Party and the  Indemnified  Party  shall have
      reasonably concluded that there may be reasonable defenses available to it
      which  are  different  from  or  additional  to  those  available  to  the
      Indemnifying Party or if the interests of the Indemnified Party reasonably
      may be deemed to conflict  with the interests of the  Indemnifying  Party,
      the Indemnified  Party shall have the right to select one separate counsel
      and to assume such legal  defenses  and  otherwise to  participate  in the
      defense of such  action,  with the  reasonable  expenses  and fees of such
      separate  counsel and other expenses  related to such  participation to be
      reimbursed by the Indemnifying Party as incurred.


                                       6
<PAGE>

            (d) In order to provide for just and equitable  contribution  in the
      event of joint  liability  under the  Securities  Act in any case in which
      either (i) the Purchaser,  or any officer,  director or controlling person
      of the  Purchaser,  makes a claim  for  indemnification  pursuant  to this
      Section  5 but it is  judicially  determined  (by  the  entry  of a  final
      judgment or decree by a court of competent jurisdiction and the expiration
      of time to appeal or the  denial of the last  right of  appeal)  that such
      indemnification may not be enforced in such case  notwithstanding the fact
      that this Section 5 provides  for  indemnification  in such case,  or (ii)
      contribution  under the  Securities Act may be required on the part of the
      Purchaser or such officer, director or controlling person of the Purchaser
      in circumstances for which  indemnification is provided under this Section
      5;  then,  and in each such  case,  the  Company  and the  Purchaser  will
      contribute to the aggregate  losses,  claims,  damages or  liabilities  to
      which  they  may be  subject  (after  contribution  from  others)  in such
      proportion  so that the  Purchaser  is  responsible  only for the  portion
      represented  by the  percentage  that  the  public  offering  price of its
      securities  offered  by the  Registration  Statement  bears to the  public
      offering price of all securities  offered by such Registration  Statement,
      provided,  however,  that, in any such case, (A) the Purchaser will not be
      required to contribute  any amount in excess of the public  offering price
      of all  such  securities  offered  by it  pursuant  to  such  Registration
      Statement;   and  (B)  no   person  or   entity   guilty   of   fraudulent
      misrepresentation (within the meaning of Section 10(f) of the Act) will be
      entitled to  contribution  from any person or entity who was not guilty of
      such fraudulent misrepresentation.

      6. REPRESENTATIONS AND WARRANTIES.

            (a) The  Common  Stock of the  Company  is  registered  pursuant  to
      Section  12(b) or 12(g) of the  Exchange  Act and,  except with respect to
      certain  matters  which the  Company has  disclosed  to the  Purchaser  on
      Schedule 4.21 to the Securities Purchase Agreement, the Company has timely
      filed all proxy  statements,  reports,  schedules,  forms,  statements and
      other  documents  required to be filed by it under the  Exchange  Act. The
      Company  has filed its  Annual  Report on Form 10-K for its  fiscal  years
      ended December 31, 2003 and December 31, 2004 and its Quarterly Reports on
      Form 10-Q for the fiscal  quarters ended March 31, 2005, June 30, 2005 and
      September 30, 2005 (collectively,  the "SEC Reports"). To the knowledge of
      the Company, the SEC Report was, at the time of its filing, in substantial
      compliance  with the  requirements  of its respective form and none of the
      SEC Reports, nor the financial statements (and the notes thereto) included
      in the SEC Reports, as of its respective filing date, contained any untrue
      statement of a material  fact or omitted to state a material fact required
      to be stated therein or necessary to make the statements therein, in light
      of the  circumstances  under  which they were made,  not  misleading.  The
      financial  statements of the Company included in the SEC Reports comply as
      to form in all material respects with applicable  accounting  requirements
      and the  published  rules  and  regulations  of the  Commission  or  other
      applicable  rules and  regulations  with respect  thereto.  Such financial
      statements  have been  prepared  in  accordance  with  generally  accepted
      accounting  principles  ("GAAP")  applied on a consistent basis during the
      periods  involved  (except  (i) as  may be  otherwise  indicated  in  such
      financial statements or the notes thereto or (ii) in the case of unaudited
      interim statements, to the extent they may not include footnotes or may be
      condensed) and fairly


                                       7
<PAGE>

      present in all material respects the financial  condition,  the results of
      operations  and the cash flows of the Company and its  subsidiaries,  on a
      consolidated basis, as of, and for, the periods presented in each such SEC
      Report.

            (b)  The   Common   Stock  is  listed   for   trading  on  the  NASD
      Over-the-Counter  Bulletin Board ("OTCBB") and satisfies all  requirements
      for the  continuation  of such  listing.  The Company has not received any
      notice that its Common Stock will be no longer quoted on the OTCBB (except
      for prior notices which have been fully remedied) or that the Common Stock
      does not meet all requirements for the continuation of such listing.

            (c) Neither the Company,  nor any of its affiliates,  nor any person
      acting on its or their behalf,  has directly or indirectly made any offers
      or sales of any security or solicited any offers to buy any security under
      circumstances that would cause the offering of the Securities  pursuant to
      the Securities Purchase Agreement to be integrated with prior offerings by
      the Company for  purposes of the  Securities  Act which would  prevent the
      Company  from  selling  the Common  Stock  pursuant  to Rule 506 under the
      Securities Act, or any applicable  exchange-related  stockholder  approval
      provisions,  nor will the Company or any of its affiliates or subsidiaries
      take any action or steps that would cause the  offering of the  Securities
      to  be  integrated  with  other  offerings  (other  than  such  concurrent
      offerings to the Purchaser).

            (d) The  Warrants,  the  Convertible  Note and the  shares of Common
      Stock which the  Purchaser  may acquire  pursuant to the  Warrants and the
      Convertible Note are all restricted securities under the Securities Act as
      of the  date of this  Agreement.  The  Company  will  not  issue  any stop
      transfer order or other order impeding the sale and delivery of any of the
      Registrable  Securities at such time as such  Registrable  Securities  are
      registered for public sale or an exemption from registration is available,
      except as required by federal or state securities laws.

            (e) The Company understands the nature of the Registrable Securities
      issuable upon the conversion of the  Convertible  Note and the exercise of
      the  Warrants  and  recognizes  that  the  issuance  of  such  Registrable
      Securities may have a potential dilutive effect. The Company  specifically
      acknowledges  that its obligation to issue the  Registrable  Securities is
      binding upon the Company and  enforceable  regardless of the dilution such
      issuance may have on the ownership  interests of other shareholders of the
      Company.

            (f) Except for agreements  made in the ordinary  course of business,
      there is no agreement  that has not been filed with the  Commission  as an
      exhibit to a  registration  statement or to a form required to be filed by
      the Company under the Exchange  Act, the breach of which could  reasonably
      be expected to have a material  and adverse  effect on the Company and its
      subsidiaries, or would prohibit or otherwise interfere with the ability of
      the Company to enter into and perform  any of its  obligations  under this
      Agreement in any material respect.


                                       8
<PAGE>

            (g) The Company  will at all times have  authorized  and  reserved a
      sufficient number of shares of Common Stock for the full conversion of the
      Convertible Note and exercise of the Warrants.

      7. MISCELLANEOUS.

            (a) REMEDIES. In the event of a breach by the Company or by a Holder
      of any of their respective  obligations under this Agreement,  each Holder
      or the  Company,  as the case may be, in  addition  to being  entitled  to
      exercise  all rights  granted by law and under this  Agreement,  including
      recovery of damages,  will be  entitled  to  specific  performance  of its
      rights under this Agreement.

            (b) NO  PIGGYBACK  ON  REGISTRATIONS.  Except  as and to the  extent
      specified in Schedule  4.15 to the  Securities  Purchase  Agreement and on
      SCHEDULE 7(B) hereto,  neither the Company nor any of its security holders
      (other  than the  Holders in such  capacity  pursuant  hereto) may include
      securities  of the Company in any  Registration  Statement  other than the
      Registrable  Securities,  and the Company  shall not after the date hereof
      enter into any agreement  providing any such right for inclusion of shares
      in the Registration  Statement to any of its security  holders.  Except as
      and to the extent  specified in Schedule 4.15 to the  Securities  Purchase
      Agreement  and on SCHEDULE  7(B)  hereto,  the Company has not  previously
      entered into any agreement  granting any registration  rights with respect
      to any of its securities to any Person that have not been fully satisfied.

            (c) COMPLIANCE. Each Holder covenants and agrees that it will comply
      with  the  prospectus  delivery  requirements  of  the  Securities  Act as
      applicable  to it in  connection  with  sales  of  Registrable  Securities
      pursuant to any Registration Statement.

            (d) DISCONTINUED DISPOSITION.  Each Holder agrees by its acquisition
      of such  Registrable  Securities  that,  upon receipt of a notice from the
      Company of the occurrence of a  Discontinuation  Event (as defined below),
      such Holder will forthwith  discontinue  disposition  of such  Registrable
      Securities under the applicable Registration Statement until such Holder's
      receipt  of the  copies  of the  supplemented  Prospectus  and/or  amended
      Registration Statement or until it is advised in writing (the "Advice") by
      the Company that the use of the applicable Prospectus may be resumed, and,
      in either case,  has received  copies of any  additional  or  supplemental
      filings that are incorporated or deemed to be incorporated by reference in
      such  Prospectus  or  Registration  Statement.  The  Company  may  provide
      appropriate  stop orders to enforce the provisions of this paragraph.  For
      purposes of this Agreement, a "Discontinuation  Event" shall mean (i) when
      the  Commission  notifies the Company  whether there will be a "review" of
      such  Registration  Statement  and  whenever  the  Commission  comments in
      writing on such Registration Statement (the Company shall provide true and
      complete copies thereof and all written  responses  thereto to each of the
      Holders); (ii) any request by the Commission or any other Federal or state
      governmental  authority for amendments or supplements to such Registration
      Statement or Prospectus or for additional information;  (iii) the issuance
      by the Commission of any stop order  suspending the  effectiveness of such
      Registration  Statement covering any or all of the Registrable  Securities
      or the initiation of any


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<PAGE>

      Proceedings  for that  purpose;  (iv) the  receipt  by the  Company of any
      notification  with  respect  to the  suspension  of the  qualification  or
      exemption from qualification of any of the Registrable Securities for sale
      in any  jurisdiction,  or the  initiation or threatening of any Proceeding
      for such  purpose;  and/or (v) the  occurrence  of any event or passage of
      time that makes the  financial  statements  included in such  Registration
      Statement  ineligible for inclusion  therein or any statement made in such
      Registration  Statement  or  Prospectus  or any document  incorporated  or
      deemed to be  incorporated  therein by  reference  untrue in any  material
      respect or that  requires any  revisions to such  Registration  Statement,
      Prospectus or other  documents so that,  in the case of such  Registration
      Statement  or  Prospectus,  as the case may be,  it will not  contain  any
      untrue  statement of a material  fact or omit to state any  material  fact
      required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not misleading.

            (e)   PIGGY-BACK   REGISTRATIONS.   If  at  any  time   during   any
      Effectiveness  Period  there is not an  effective  Registration  Statement
      covering all of the Registrable  Securities  required to be covered during
      such  Effectiveness  Period and the Company shall determine to prepare and
      file with the Commission a registration  statement relating to an offering
      for its own account or the account of others under the  Securities  Act of
      any of its equity securities,  other than on Form S-4 or Form S-8 (each as
      promulgated  under the Securities Act) or their then equivalents  relating
      to  equity   securities  to  be  issued  solely  in  connection  with  any
      acquisition  of any entity or  business or equity  securities  issuable in
      connection  with stock option or other employee  benefit  plans,  then the
      Company  shall send to each Holder  written  notice of such  determination
      and, if within fifteen days after receipt of such notice,  any such Holder
      shall  so  request  in  writing,   the  Company   shall  include  in  such
      registration statement all or any part of such Registrable Securities such
      Holder  requests  to be  registered  to the extent the  Company  may do so
      without violating registration rights of others which exist as of the date
      of this Agreement, subject to customary underwriter cutbacks applicable to
      all holders of  registration  rights and subject to obtaining any required
      consent  of any  selling  stockholder(s)  to  such  inclusion  under  such
      registration statement.

            (f)  AMENDMENTS  AND  WAIVERS.  The  provisions  of this  Agreement,
      including the provisions of this sentence, may not be amended, modified or
      supplemented,  and waivers or consents to departures  from the  provisions
      hereof may not be given, unless the same shall be in writing and signed by
      the  Company  and  the  Holders  of  the  then   outstanding   Registrable
      Securities.  Notwithstanding the foregoing,  a waiver or consent to depart
      from  the  provisions  hereof  with  respect  to  a  matter  that  relates
      exclusively to the rights of certain Holders and that does not directly or
      indirectly  affect the rights of other  Holders may be given by Holders of
      at least a majority of the Registrable  Securities to which such waiver or
      consent relates;  provided,  however, that the provisions of this sentence
      may not be amended,  modified,  or supplemented  except in accordance with
      the provisions of the immediately preceding sentence.

            (g)  NOTICES.  Any notice or request  hereunder  may be given to the
      Company or the Purchaser at the respective addresses set forth below or as
      may hereafter be


                                       10
<PAGE>

      specified in a notice designated as a change of address under this Section
      7(g).  Any notice or request  hereunder  shall be given by  registered  or
      certified mail, return receipt requested,  hand delivery,  overnight mail,
      Federal   Express   or  other   national   overnight   next  day   carrier
      (collectively,  "Courier") or telecopy  (confirmed  by mail).  Notices and
      requests shall be, in the case of those by hand  delivery,  deemed to have
      been given when  delivered  to any party to whom it is  addressed,  in the
      case of those by mail or overnight  mail,  deemed to have been given three
      (3)  business  days after the date when  deposited in the mail or with the
      overnight  mail carrier,  in the case of a Courier,  the next business day
      following  timely  delivery of the package with the  Courier,  and, in the
      case of a telecopy,  when  confirmed.  The  address  for such  notices and
      communications shall be as follows:

            IF TO THE COMPANY:                Incentra Solutions, Inc.
                                              1140 Pearl Street
                                              Boulder, Colorado  80302
                                              Attention: Chief Financial Officer
                                              Facsimile: (303) 449-9584

            WITH A COPY TO:
                                              Law Offices of Karl Reed Guest
                                              94 Underhill Road
                                              Orinda, CA 94563
                                              Attention: Reed Guest, Esq.
                                              Facsimile: (925) 254-9226

            IF TO A PURCHASER:                To the address set forth under
                                              such Purchaser name on the
                                              signature pages hereto.

            IF TO ANY OTHER PERSON WHO IS
            THEN THE REGISTERED HOLDER:       To the address of such Holder as
                                              it appears in the stock transfer
                                              books of the Company

      or such  other  address  as may be  designated  in  writing  hereafter  in
      accordance with this Section 7(g) by such Person.

            (h)  SUCCESSORS  AND  ASSIGNS.  This  Agreement  shall  inure to the
      benefit of and be binding upon the  successors  and  permitted  assigns of
      each of the parties and shall  inure to the  benefit of each  Holder.  The
      Company  may not assign its rights or  obligations  hereunder  without the
      prior  written  consent  of  each  Holder.  Each  Holder  may  assign  its
      respective  rights hereunder in the manner and to the Persons as permitted
      under  the  Notes,  the  Securities  Purchase  Agreement  and the  Related
      Agreements (as defined in the Securities Purchase Agreement).

            (i) EXECUTION AND  COUNTERPARTS.  This  Agreement may be executed in
      any number of counterparts, each of which when so executed shall be deemed
      to be an original and, all of which taken  together  shall  constitute one
      and the same  agreement.  In the event that any  signature is delivered by
      facsimile transmission, such signature shall


                                       11
<PAGE>

      create a valid  binding  obligation  of the party  executing  (or on whose
      behalf such signature is executed) the same with the same force and effect
      as if such facsimile signature were the original thereof.

            (j)  GOVERNING  LAW,  JURISDICTION  AND WAIVER OF JURY  TRIAL.  THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH
STATE,  WITHOUT  REGARD TO  PRINCIPLES  OF CONFLICTS OF LAW. The Company  hereby
consents  and agrees that the state or federal  courts  located in the County of
New  York,  State of New York  shall  have  exclusive  jurisdiction  to hear and
determine  any  Proceeding  between  the  Company,  on the  one  hand,  and  the
Purchaser,  on the other hand,  pertaining  to this  Agreement  or to any matter
arising out of or related to this  Agreement;  PROVIDED,  that the Purchaser and
the Company  acknowledge that any appeals from those courts may have to be heard
by a court  located  outside of the County of New York,  State of New York,  and
FURTHER  PROVIDED,  that nothing in this Agreement shall be deemed or operate to
preclude the Purchaser from bringing a Proceeding in any other  jurisdiction  to
collect the obligations,  to realize on the Collateral or any other security for
the  obligations,  or to enforce a judgment or other court order in favor of the
Purchaser.  The  Company  expressly  submits  and  consents  in  advance to such
jurisdiction  in any  Proceeding  commenced  in any such court,  and the Company
hereby  waives  any  objection  which it may have  based  upon lack of  personal
jurisdiction,  improper venue or FORUM NON CONVENIENS. The Company hereby waives
personal service of the summons,  complaint and other process issued in any such
Proceeding and agrees that service of such summons,  complaint and other process
may be made by  registered  or  certified  mail  addressed to the Company at the
address  set forth in  Section  7(g) and that  service  so made  shall be deemed
completed upon the earlier of the Company's  actual receipt thereof or three (3)
days after deposit in the U.S. mails, proper postage prepaid. The parties hereto
desire that their disputes be resolved by a judge applying such applicable laws.
Therefore,  to achieve the best  combination  of the  benefits  of the  judicial
system and of arbitration,  the parties hereto waive all rights to trial by jury
in any Proceeding  brought to resolve any dispute,  whether arising in contract,
tort,  or otherwise  between the  Purchaser  and/or the Company  arising out of,
connected with,  related or incidental to the relationship  established  between
then in connection with this Agreement.  If either party hereto shall commence a
Proceeding to enforce any provisions of this Agreement,  the Securities Purchase
Agreement or any other  Related  Agreement,  then the  prevailing  party in such
Proceeding shall be reimbursed by the other party for its reasonable  attorneys'
fees and other costs and expenses incurred with the  investigation,  preparation
and prosecution of such Proceeding.

            (k) CUMULATIVE REMEDIES. The remedies provided herein are cumulative
      and not exclusive of any remedies provided by law.

            (l) SEVERABILITY. If any term, provision, covenant or restriction of
      this Agreement is held by a court of competent jurisdiction to be invalid,
      illegal,  void or unenforceable,  the remainder of the terms,  provisions,
      covenants and restrictions set forth herein shall remain in full force and
      effect and shall in no way be affected,  impaired or invalidated,  and the
      parties hereto shall use their reasonable efforts to find and employ an


                                       12
<PAGE>

      alternative  means to achieve the same or substantially the same result as
      that contemplated by such term, provision,  covenant or restriction. It is
      hereby  stipulated  and  declared to be the  intention of the parties that
      they would have executed the remaining  terms,  provisions,  covenants and
      restrictions  without including any of such that may be hereafter declared
      invalid, illegal, void or unenforceable.

            (m) HEADINGS.  The headings in this Agreement are for convenience of
      reference only and shall not limit or otherwise affect the meaning hereof.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                             SIGNATURE PAGE FOLLOWS]


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<PAGE>

            IN WITNESS  WHEREOF,  the parties  have  executed  this  Amended and
Restated Registration Rights Agreement as of the date first written above.

INCENTRA SOLUTIONS, INC.                 LAURUS MASTER FUND, LTD.


By:    /s/ Thomas P. Sweeney III         By:    /s/ David Grin
       ------------------------------           --------------------------------
Name:  Thomas P. Sweeney III             Name:  David Grin
       ------------------------------           --------------------------------
Title: Chief Executive Officer           Title: Managing Partner
       ------------------------------           --------------------------------

                                         ADDRESS FOR NOTICES:

                                         825 Third Avenue - 14th Floor
                                         New York, NY 10022
                                         Attention: David Grin
                                         Facsimile: 212-541-4434


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