EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

         This AGREEMENT (the "Agreement") is made as of the date signed (the
"Effective Date"), by and between PWI Technologies, Inc., a Washington
corporation ("Employer") with its headquarters located in Boulder, Colorado (the
"Employer"), and Barry R. Andersen (the "Executive"). In consideration of the
mutual covenants contained in this Agreement, the Employer and the Executive
agree as follows:

         1. EMPLOYMENT. The Employer agrees to employ the Executive and the
Executive agrees to be employed by the Employer on the terms and conditions set
forth in this Agreement.

         2. CAPACITY; LOCATION. The Executive shall serve the Employer as
President. In his capacity as President, Executive will report to Thomas P.
Sweeney III, Chief Executive Officer (the "CEO") of Incentra Solutions, Inc., a
Nevada corporation and parent of Employer ("Parent"), and shall be responsible
for strategic and operational matters relating to the Employer's general
business subject to the direction of the CEO. In such capacity, the Executive
shall perform such services and duties in connection with the business, affairs
and operations of the Employer as may be assigned or delegated to the Executive
from time to time by or under the authority of the CEO. Executive's employment
with Employer will be based in Employer's San Diego, California offices;
PROVIDED, that Employee may be required from time to time to travel in
connection with Employer's business needs.

         3. TERM. Executive shall be considered an at-will employee of Employer,
and the employment relationship described herein may be terminated by either
Executive or Employer at any time.

         4. COMPENSATION AND BENEFITS. The regular compensation and benefits
payable to the Executive under this Agreement shall be as follows:

                  (a) SALARY. For all services rendered by the Executive under
         this Agreement, the Employer shall pay the Executive a salary (the
         "Salary") at the annual rate of Two Hundred Eleven Thousand Five
         Hundred Dollars ($211,500.00), subject to increase from time to time in
         the discretion of the Employer. The Salary shall be payable in periodic
         installments in accordance with the Employer's usual practice for its
         senior executives.

                  (b) REGULAR BENEFITS. The Executive shall be entitled to
         health insurance benefits from Employer, and shall also be entitled to
         participate in any employee benefit plans, life insurance plans,
         disability income plans, retirement plans, expense reimbursement plans
         and other benefit plans which the Employer


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         may from time to time have in effect for all or most of its executive
         management employees. Such participation shall be subject to the terms
         of the applicable plan documents, generally applicable policies of the
         Employer, applicable law and the discretion of the Employer or any
         administrative or other committee provided for in or contemplated by
         any such plan. Except with respect to the aforementioned health
         insurance benefits, nothing contained in this Agreement shall be
         construed to create any obligation on the part of the Employer to
         establish any such plan or to maintain the effectiveness of any such
         plan which may be in effect from time to time.

                  (c) VACATION. The Executive shall be entitled to vacation
         according to Employer's vacation policy, such vacation time to accrue
         on a per-pay-period basis.

                  (d) TAXATION OF PAYMENTS AND BENEFITS. The Employer shall
         undertake to make deductions, withholdings and tax reports with respect
         to payments and benefits under this Agreement to the extent that it
         reasonably and in good faith believes that it is required to make such
         deductions, withholdings and tax reports. Payments under this Agreement
         shall be in amounts net of any such deductions or withholdings. Nothing
         in this Agreement shall be construed to require the Employer to make
         any payments to compensate the Executive for any adverse tax effect
         associated with any payments or benefits or for any deduction or
         withholding from any payment or benefit.

                  (e) EXPENSES. The Employer shall reimburse the Executive for
         all reasonable and necessary business related travel expenses incurred
         or paid by the Executive in performing his duties under this Agreement
         and which are consistent with applicable policies of the Employer. All
         payments for reimbursement of such expenses shall be made upon
         presentation by the Executive of expense statements or vouchers and
         such other supporting information as the Employer may from time to time
         reasonably request.

                  (f) EXCLUSIVITY OF SALARY AND BENEFITS. The Executive shall
         not be entitled to any payments or benefits other than those provided
         under this Agreement.

         5. EXTENT OF SERVICE. During the Executive's employment under this
Agreement, the Executive shall devote the Executive's full business time, best
efforts and business judgment, skill and knowledge to the advancement of the
Employer's interests and to the discharge of the Executive's duties and
responsibilities under this Agreement. The Executive shall not engage in any
other business activity, except as may be approved by the Employer; PROVIDED,
that nothing in this Agreement shall be construed as preventing the Executive
from:

                  (a) investing the Executive's assets in any Employer or other
         entity in a manner not prohibited by Section 7(d) and in such form or
         manner as shall not


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         require any material activities on the Executive's part in connection
         with the operations or affairs of the companies or other entities in
         which such investments are made; and

                  (b) engaging in religious, charitable or other community or
         non-profit activities that do not impair the Executive's ability to
         fulfill the Executive's duties and responsibilities under this
         Agreement.

         6. TERMINATION. The Executive's employment under this Agreement shall
terminate under the following circumstances set forth in this Section 6.

                  (a) TERMINATION BY THE EMPLOYER FOR CAUSE. The Executive's
         employment under this Agreement may be terminated for "Cause" without
         further liability on the part of the Employer, effective immediately
         upon a vote of the managers of the Employer and written notice to the
         Executive. Only the following shall constitute "Cause" for such
         termination:

                           (i) dishonest or fraudulent statements or acts of the
                  Executive with respect to the Employer or any affiliate of the
                  Employer;

                           (ii) the Executive's conviction of, or entry of a
                  plea of guilty or nolo contendere for, (A) a felony or (B) any
                  misdemeanor (excluding minor traffic violations) involving
                  moral turpitude, deceit, dishonesty or fraud;

                            (iii) gross negligence, willful misconduct or
                  insubordination of the Executive with respect to the Employer
                  or any affiliate of the Employer; or

                           (iv) material breach by the Executive of any of the
                  Executive's obligations under this Agreement, or any other
                  agreement to which Executive and Employer are now or hereafter
                  a party to.

                   (b) TERMINATION BY THE EXECUTIVE. The Executive's employment
         under this Agreement may be terminated by the Executive by written
         notice to Employer at least thirty (30) days prior to such termination.

                  (c) TERMINATION BY THE EMPLOYER WITHOUT CAUSE. The Executive's
         employment under this Agreement may be terminated by the Employer
         without Cause upon written notice to the Executive (a termination
         "Without Cause").



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                  (d) DISABILITY. If the Executive shall be disabled so as to be
         unable to perform the essential functions of the Executive's then
         existing position or positions under this Agreement with reasonable
         accommodation, the Employer may remove the Executive from any
         responsibilities and/or reassign the Executive to another position with
         the Employer during the period of such disability. Notwithstanding any
         such removal or reassignment, the Executive shall continue to receive
         the Executive's full Salary (less any disability pay or sick pay
         benefits to which the Executive may be entitled under the Employer's
         policies) and benefits under Section 4 of this Agreement (except to the
         extent that the Executive may be ineligible for one or more such
         benefits under applicable plan terms) for a period of time equal to
         nine (9) months. If any question shall arise as to whether during any
         period the Executive is disabled so as to be unable to perform the
         essential functions of the Executive's then existing position or
         positions with reasonable accommodation, the Executive may, and at the
         request of the Employer shall, submit to the Employer a certification
         in reasonable detail by a physician selected by the Employer to whom
         the Executive or the Executive's guardian has no reasonable objection
         as to whether the Executive is so disabled or how long such disability
         is expected to continue, and such certification shall for the purposes
         of this Agreement be conclusive of the issue. The Executive


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         shall cooperate with any reasonable request of the physician in
         connection with such certification. If such question shall arise and
         the Executive shall fail to submit such certification, the Employer's
         determination of such issue shall be binding on the Executive. Nothing
         in this Section 6(e) shall be construed to waive the Executive's
         rights, if any, under existing law including, without limitation, the
         Family and Medical Leave Act of 1993, 29 U.S.C. ss.2601 ET SEQ. and the
         Americans with Disabilities Act, 42 U.S.C. ss.12101 ET SEQ.

         7. CONFIDENTIAL INFORMATION, NONCOMPETITION AND COOPERATION.

                  (a) CONFIDENTIAL INFORMATION. As used in this Agreement,
         "Confidential Information" means information belonging to the Employer
         which is of value to the Employer in the course of conducting its
         business and the disclosure of which could result in a competitive or
         other disadvantage to the Employer. Confidential Information includes,
         without limitation, financial information, reports, and forecasts;
         inventions, improvements and other intellectual property; trade
         secrets; know-how; designs, processes or formulae; software; market or
         sales information or plans; customer lists; and business plans,
         prospects and opportunities (such as possible acquisitions or
         dispositions of businesses or facilities) which have been discussed or
         considered by the management of the Employer. Confidential Information
         includes information developed by the Executive in the course of the
         Executive's employment by the Employer, as well as other information to
         which the Executive may have access in connection with the Executive's
         employment. Confidential Information also includes the confidential
         information of others with which the Employer has a business
         relationship. Notwithstanding the foregoing, Confidential Information
         does not include information in the public domain, unless due to breach
         of the Executive's duties under Section 7(b).

                  (b) CONFIDENTIALITY. The Executive understands and agrees that
         the Executive's employment creates a relationship of confidence and
         trust between the Executive and the Employer with respect to all
         Confidential Information. At all times, both during the Executive's
         employment with the Employer and after its termination, the Executive
         will keep in confidence and trust all such Confidential Information,
         and will not use or disclose any such Confidential Information without
         the written consent of the Employer, except as may be necessary in the
         ordinary course of performing the Executive's duties to the Employer.

                  (c) DOCUMENTS, RECORDS, ETC. All documents, records, data,
         apparatus, equipment and other physical property, whether or not
         pertaining to Confidential Information, which are furnished to the
         Executive by the Employer or are produced by the Executive in
         connection with the Executive's employment will be and remain the sole
         property of the Employer. The Executive will return to the Employer all
         such materials and property as and when requested by the Employer. In
         any event, the Executive will return all such materials and property
         immediately upon termination of the Executive's employment for any
         reason. The Executive will not retain with the Executive any such
         material or property or any copies thereof after such termination.


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                  (d) NONCOMPETITION AND NONSOLICITATION. Without the prior
         written consent of the CEO, during the period that Executive is
         employed by Employer and for one (1) year thereafter, the Executive (i)
         will not, directly or indirectly, whether as owner, partner,
         shareholder, consultant, agent, employee, co-venturer or otherwise,
         engage, participate, assist or invest in any Competing Business (as
         hereinafter defined); (ii) will refrain from directly or indirectly
         employing, attempting to employ, recruiting or otherwise soliciting,
         inducing or influencing any person to leave employment with the
         Employer; and (iii) will refrain from soliciting or encouraging any
         customer or supplier to terminate or otherwise modify adversely its
         business relationship with the Employer. The Executive understands that
         the restrictions set forth in this Section 7(d) are intended to protect
         the Employer's interest in its Confidential Information and established
         employee, customer and supplier relationships and goodwill, and agrees
         that such restrictions are reasonable and appropriate for this purpose.
         For purposes of this Agreement, the term "Competing Business" shall
         mean any business that provides or intends to provide the same or
         similar types of services or products as those provided or targeted by
         Employer or any of its subsidiaries in any geographic area then served
         or targeted by Employer or any of its subsidiaries. Notwithstanding the
         foregoing, the Executive may own up to two percent (2%) of the
         outstanding stock of a publicly held corporation.

                  (e) THIRD-PARTY AGREEMENTS AND RIGHTS. The Executive hereby
         confirms that the Executive is not bound by the terms of any agreement
         with any previous employer or other party which restricts in any way
         the Executive's use or disclosure of information or the Executive's
         engagement in any business. The Executive represents to the Employer
         that the Executive's execution of this Agreement, the Executive's
         employment with the Employer and the performance of the Executive's
         proposed duties for the Employer will not violate any obligations the
         Executive may have to any such previous employer or other party. In the
         Executive's work for the Employer, the Executive will not disclose or
         make use of any information in violation of any agreements with or
         rights of any such previous employer or other party, and the Executive
         will not bring to the premises of the Employer any copies or other
         tangible embodiments of non-public information belonging to or obtained
         from any such previous employment or other party.

                  (f) LITIGATION AND REGULATORY COOPERATION. During and after
         the Executive's employment, the Executive shall cooperate fully with
         the Employer in the defense or prosecution of any claims or actions now
         in existence or which may be brought in the future against or on behalf
         of the Employer which relate to events or occurrences that transpired
         while the Executive was employed by the Employer. The Executive's full
         cooperation in connection with such claims or actions shall include,
         but not be limited to, being available to meet with counsel to prepare
         for discovery or trial and to act as a witness on behalf of the
         Employer at mutually convenient times. During and after the Executive's
         employment, the


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         Executive also shall cooperate fully with the Employer in connection
         with any investigation or review of any federal, state or local
         regulatory authority as any such investigation or review relates to
         events or occurrences that transpired while the Executive was employed
         by the Employer. The Employer shall reimburse the Executive for any
         reasonable out-of-pocket expenses incurred in connection with the
         Executive's performance of obligations pursuant to this Section 7(f)
         and shall pay the Executive for his time at his annual salary rate in
         effect at the time of the termination of his employment.

                  (g) INJUNCTION. The Executive agrees that it would be
         difficult to measure any damages caused to the Employer which might
         result from any breach by the Executive of the promises set forth in
         this Section 7, and that in any event money damages would be an
         inadequate remedy for any such breach. Accordingly, subject to Section
         8 of this Agreement, the Executive agrees that if the Executive
         breaches, or proposes to breach, any portion of this Agreement, the
         Employer shall be entitled, in addition to all other remedies that it
         may have, to an injunction or other appropriate equitable relief to
         restrain any such breach without showing or proving any actual damage
         to the Employer.

         8. ARBITRATION OF DISPUTES. Any controversy or claim arising out of or
relating to this Agreement or the breach thereof or otherwise arising out of the
Executive's employment or the termination of that employment (including, without
limitation, any claims of unlawful employment discrimination whether based on
age or otherwise) shall, to the fullest extent permitted by law, be settled by
arbitration in any forum and form agreed upon by the parties or, in the absence
of such an agreement, under the auspices of the American Arbitration Association
("AAA") in San Diego, California in accordance with the Employment Dispute
Resolution Rules of the AAA, including, but not limited to, the rules and
procedures applicable to the selection of arbitrators. In the event that any
person or entity other than the Executive or the Employer may be a party with
regard to any such controversy or claim, such controversy or claim shall be
submitted to arbitration subject to such other person or entity's agreement.
Judgment upon the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. This Section 8 shall be specifically enforceable.
Notwithstanding the foregoing, this Section 8 shall not preclude either party
from pursuing a court action for the sole purpose of obtaining a temporary
restraining order or a preliminary injunction in circumstances in which such
relief is appropriate; PROVIDED, that any other relief shall be pursued through
an arbitration proceeding pursuant to this Section 8.

         9. CONSENT TO JURISDICTION. To the extent that any court action is
permitted consistent with or to enforce Section 8 of this Agreement, the parties
hereby consent to the jurisdiction of the courts of the State of California.
Accordingly, with respect to any such court action, the Executive (a) submits to
the personal jurisdiction of such courts; (b) consents to service of process;
and (c) waives any other requirement (whether imposed by statute, rule of court,
or otherwise) with respect to personal jurisdiction or service of process.

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         10. INTEGRATION. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior agreements between the parties with respect to any related subject matter.

         11. ASSIGNMENT; SUCCESSORS AND ASSIGNS, ETC. Neither the Employer nor
the Executive may make any assignment of this Agreement or any interest herein,
by operation of law or otherwise, without the prior written consent of the other
party; PROVIDED, that the Employer may assign its rights under this Agreement
without the consent of the Executive in the event that the Employer shall effect
a reorganization, consolidate with or merge into any other corporation,
partnership, organization or other entity, or transfer all or substantially all
of its properties or assets to any other corporation, partnership, organization
or other entity. This Agreement shall inure to the benefit of and be binding
upon the Employer and the Executive, their respective successors, executors,
administrators, heirs and permitted assigns.

         12. ENFORCEABILITY. If any portion or provision of this Agreement
(including, without limitation, any portion or provision of any section of this
Agreement) shall to any extent be declared illegal or unenforceable by a court
of competent jurisdiction, then the remainder of this Agreement, or the
application of such portion or provision in circumstances other than those as to
which it is so declared illegal or unenforceable, shall not be affected thereby,
and each portion and provision of this Agreement shall be valid and enforceable
to the fullest extent permitted by law.

         13. WAIVER. No waiver of any provision hereof shall be effective unless
made in writing and signed by the waiving party. The failure of any party to
require the performance of any term or obligation of this Agreement, or the
waiver by any party of any breach of this Agreement, shall not prevent any
subsequent enforcement of such term or obligation or be deemed a waiver of any
subsequent breach.

         14. NOTICES. Any notices, requests, demands and other communications
provided for by this Agreement shall be sufficient if in writing and delivered
in person or sent by a nationally recognized overnight courier service or by
registered or certified mail, postage prepaid, return receipt requested, to the
Executive at the last address the Executive has filed in writing with the
Employer or, in the case of the Employer, at 1140 Pearl Street, Boulder, CO
80302, ATTN: Thomas P. Sweeney III, and shall be effective on the date of
delivery in person or by courier or three (3) days after the date mailed.

         15. AMENDMENT. This Agreement may be amended or modified only by a
written instrument signed by the Executive and by a duly authorized
representative of the Employer.

         16. GOVERNING LAW. This is a California contract and shall be construed
under and be governed in all respects by the laws of the State of Washington,
without giving effect to the conflict of laws principles of such State.



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         17. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be taken to be
an original; but such counterparts shall together constitute one and the same
document.

         IN WITNESS WHEREOF, this Agreement has been executed by the Employer
and by the Executive as of the 30th day of March 2005.

                                               PWI TECHNOLOGIES, INC.:



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



                                               EXECUTIVE:


                                               /s/ BARRY R. ANDERSEN
                                               ---------------------
                                               Barry R. Andersen





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