EXHIBIT 10.4

                          REGISTRATION RIGHTS AGREEMENT


         REGISTRATION RIGHTS AGREEMENT, dated as of May 19, 2006, between
INCENTRA SOLUTIONS, INC., a Nevada corporation (the "Company") and the persons
or entities identified on the signature pages hereto as the "Shareholders" and
any other person or entity who may later become a party to this Agreement by
signing a Joinder Agreement in substantially the form attached hereto as Exhibit
A and their respective successors and assigns (each a "Shareholder", and
collectively "Shareholders").

                              W I T N E S S E T H:
                               - - - - - - - - - -

         WHEREAS, pursuant to the terms of a Note Purchase Agreement dated as of
May 19, 2006 (the "Purchase Agreement") between the Company and Shareholders,
the Company has agreed to issue to the Shareholders Notes and Warrants
convertible into or exercisable for such number of shares of Common Stock, $.001
par value, of the Company (the "Common Stock") as determined in the Note and/or
Warrant; and

         WHEREAS, as a condition precedent to the consummation of the
transactions contemplated by the Purchase Agreement, the Company has agreed to
provide certain registration rights pursuant to the terms of this Agreement;

         NOW, THEREFORE, in consideration of the mutual covenants and
obligations hereinafter set forth, the parties hereto, intending to be legally
bound, hereby agree as follows:

         1. DEFINITIONS. For purposes of this Agreement, capitalized terms used
herein shall have the meanings set forth in the preambles hereto and in this
Section 1.

            1.1 "COMMISSION" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.

            1.2 "COMMON STOCK" shall mean the common stock, par value $.001 per
share, of the Company or, in the case of a conversion, reclassification or
exchange of such shares of such Common Stock, shares of the stock issued or
issuable in respect of such shares of Common Stock, and all provisions of this
Agreement shall be applied appropriately thereto and to any stock resulting
therefrom.

            1.3 "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended, or any similar federal statute enacted hereafter, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect
from time to time.

            1.4 "EXISTING RIGHTS AGREEMENTS" shall mean (i) the Registration
Rights Agreement dated as of October 10, 2000 between the Company and Equity
Pier LLC (ii) the


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warrant agreement between the Company and Equity Pier LLC dated February 28,
2001, (iii) the Form S-1 filed on or about May 17, 2006, (iv) the Registration
Rights Agreement between the Company and former ManagedStorage International,
Inc. shareholders dated August 18, 2004, (v) the Registration Rights Agreement
dated as of February 18, 2005 between the Company and Alfred Curmi, (vi) the
Registration Rights Agreement dated as of March 30, 2005 between the Company and
Barry R. Andersen and Gary L. Henderson, (vii) the Registration Rights Agreement
dated as of March 30, 2005 between the Company and MRA Systems, Inc., dba GE
Access, a Delaware corporation, (viii) the Amended and Restated Registration
Rights Agreement dated as of February 6, 2006, between the Company and Laurus
Master Fund Ltd., (ix) the Registration Rights Agreement dated as of March 31,
2006, by and between the Company and Laurus Master Fund, Ltd., (x) the
Registration Rights Agreement dated as of April 13, 2006 between the Company and
Joseph J. Graziano, and (xi) the Registration Rights Agreement dated as of April
13, 2006 between the Company and Transitional Management Consultants, Inc..

            1.5 "HOLDER" shall mean any holder of Registrable Securities;
provided, however, that any Person who acquires any of the Registrable
Securities in a distribution pursuant to a registration statement filed by the
Company under the Securities Act or pursuant to a public sale under Rule 144
under the Securities Act or any similar or successor rule shall not be
considered a Holder.

            1.6 "INITIATING HOLDERS" shall mean Holders representing (on a fully
diluted basis) at least fifty-one percent (51%) of the total number of
Registrable Securities.

            1.7 "PERSON" shall mean any individual, firm, corporation,
partnership, trust, incorporated or unincorporated association, joint venture,
joint stock company, government (or an agency or political subdivision thereof)
or other entity of any kind.

            1.8 "REGISTER", "rEGISTERED" and "REGISTRATION" shall refer to a
registration effected by preparing and filing a registration statement with the
Commission in compliance with the Securities Act and applicable rules and
regulations thereunder, and the declaration or ordering of the effectiveness of
such registration statement by the Commission.

            1.9 "REGISTRABLE SECURITIES" shall mean the shares of Common Stock
issued to the Shareholder on conversion of the Notes and/or exercise of the
Warrants; PROVIDED, HOWEVER, that such shares of Common Stock shall only be
treated as Registrable Securities hereunder if and so long as they have not been
sold in a registered public offering or have not been sold to the public
pursuant to Rule 144 under the Securities Act or any similar or successor rule.

            1.10 "REGISTRATION EXPENSES" shall mean all expenses incurred by the
Company in compliance herewith, including, without limitation, all registration
and filing fees, printing expenses, fees and disbursements of counsel for the
Company, blue sky fees and expenses, the reasonable fees and expenses (subject
to documentation thereof) of one counsel for all Holders and Other Stockholders
that offer securities being sold pursuant to the Existing Rights Agreements, and
the expense of any special audits incident to or required by any such
registration

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(but excluding the compensation of regular employees of the
Company, which shall be paid in any event by the Company).

            1.11 "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended, or any similar federal statute enacted hereafter, and the rules and
regulations of the Commission thereunder, all as the same shall be in effect
from time to time.

            1.12 "SELLING EXPENSES" shall mean all underwriting discounts and
commissions applicable to the sale of Registrable Securities.

         2. REQUESTED REGISTRATION.

            2.1 REQUEST FOR REGISTRATION. At any time after May 19th, 2007 (such
date being hereinafter referred to as the "Demand Date"), if the Company shall
receive from Initiating Holders a written request that the Company effect any
registration with respect to Registrable Securities the Company will:

                    (a) promptly give written notice of the proposed
               registration to all other Holders; and

                    (b) as soon as practicable, use all reasonable efforts to
               effect such registration (including, without limitation, the
               execution of an undertaking to file post- effective amendments,
               appropriate qualification under the blue sky or other state
               securities laws requested by Initiating Holders and appropriate
               compliance with applicable regulations issued under the
               Securities Act) as may be so requested and as would permit or
               facilitate the sale and distribution of all or such portion of
               such Registrable Securities as are specified in such request,
               together with all or such portion of the Registrable Securities
               of any Holder or Holders joining in such request as are specified
               in a written request given within thirty (30) days after receipt
               of such written notice from the Company; provided, that the
               Company shall not be obligated to effect, or to take any action
               to effect, any such registration pursuant to this Section 2:

                         (i) in any particular jurisdiction in which the Company
                    would be required to execute a general consent to service of
                    process in effecting such registration, qualification or
                    compliance, unless the Company is already subject to service
                    in such jurisdiction and except as may be required by the
                    Securities Act or applicable rules or regulations
                    thereunder;

                         (ii) less than ninety (90) calendar days after the
                    effective date of any registration declared or ordered
                    effective other than a registration on Form S-3 or Form S-8;

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                              (iii) if, while a registration request is pending
                    pursuant to this Section 2, the Company determines, in the
                    good faith judgment of the Board of Directors of the
                    Company, with the advice of counsel, that the filing of a
                    registration statement would require the disclosure of
                    non-public material information the disclosure of which
                    would have a material adverse effect on the Company or would
                    otherwise materially adversely affect a financing,
                    acquisition, disposition, merger or other significant
                    transaction, the Company shall deliver a certificate to such
                    effect signed by its President to the proposed selling
                    Holders and the Company shall not be required to effect a
                    registration pursuant to this Section 2 until the earlier of
                    (A) three (3) days after the date upon which such material
                    information is disclosed to the public or ceases to be
                    material or (B) 90 days after the Company makes such good
                    faith determination; provided, however, that the Company
                    shall not utilize this right more than once in any twelve
                    month period; or

                              (iv) except as set forth in Section 2.5, after the
                    second such registration pursuant to this Section 2.1 has
                    been declared or ordered effective.

         Subject to the foregoing clauses (i), (ii), (iii) and (iv), the Company
shall file a registration statement covering the Registrable Securities so
requested to be registered as soon as practicable after receipt of the request
or requests of the Initiating Holders.

            2.2 ADDITIONAL SHARES TO BE INCLUDED. The registration statement
filed pursuant to the request of the Initiating Holders may, subject to the
provisions of Sections 2.4 and 3.3 below, include (a) other securities of the
Company (the "Additional Shares") which are held by (i) officers or directors of
the Company who, by virtue of agreements with the Company, are entitled to
include their securities in any such registration or (ii) other persons who, by
virtue of agreements with the Company, including the Existing Rights Agreements,
are entitled to include their securities in any such registration (the "Other
Stockholders"), and (b) securities of the Company being sold for the account of
the Company.

        2.3 UNDERWRITING.

            (a) If the Initiating Holders intend to distribute the Registrable
Securities covered by their request by means of an underwriting, they shall so
advise the Company as a part of their request made pursuant to this Section 2
and the Company shall include such information in the written notice to other
Holders referred to in Section 2.1 above. The right of any Holder to
registration pursuant to this Section 2 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein and
subject to the limitations provided herein. A Holder may elect to include in
such underwriting all or a part of the Registrable Securities he holds.

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            (b) The Company shall (together with all Holders, officers,
directors and Other Stockholders proposing to distribute their securities
through such underwriting) negotiate and enter into an underwriting agreement in
customary form with the representative of the underwriter or underwriters
selected for such underwriting by a majority in interest of the Initiating
Holders, which underwriter(s) shall be reasonably acceptable to the Company;
provided that no Holder shall be required to make any representations or
warranties to or agreements (other than a lock-up agreement pursuant to Section
11) with the Company or the underwriters, other than representations, warranties
or agreements regarding the Holder, its Registrable Securities and its intended
method of distribution and any other representation required by law.

            2.4 LIMITATIONS ON SHARES TO BE INCLUDED. Notwithstanding any other
provision of this Section 2, if the representative of the underwriters of a firm
commitment underwriting advises the Initiating Holders in writing that marketing
factors require a limitation on the number of shares to be underwritten, the
number of shares of securities that are entitled to be included in the
registration and underwriting shall be allocated as follows: first, among the
Other Stockholders that offer securities being sold pursuant to the Existing
Rights Agreements, in proportion, as nearly as practicable, to the respective
amounts of Additional Shares which they had requested to be included in such
registration pursuant to the Existing Rights Agreements; second, among the
Holders, in proportion, as nearly as practicable, to the respective amounts of
Registrable Securities which they had requested to be included in such
registration; third, to the Company for securities being sold for its own
account; and thereafter, the number of shares that may be included in the
registration statement and underwriting shall be allocated among all officers or
directors or remaining Other Stockholders, in each case in proportion, as nearly
as practicable, to the respective amounts of Additional Shares which they had
requested to be included in such registration at the time of filing the
registration statement. If the Company or any Holder, officer, director or Other
Stockholder who has requested inclusion in such registration as provided above
disapproves of the terms of any such underwriting, such Person may elect to
withdraw such Person's Registrable Securities or Additional Shares therefrom by
written notice to the Company and the underwriter and the Initiating Holders.
Any Registrable Securities or other securities excluded shall also be withdrawn
from such registration. No Registrable Securities or Additional Shares excluded
from such registration by reason of such underwriters' marketing limitation
shall be included in such registration. To facilitate the allocation of shares
in accordance with this Section 2.4, the Company or underwriter or underwriters
selected as provided above may round the number of Registrable Securities of any
Holder which may be included in such registration to the nearest 100 shares.

         3. COMPANY REGISTRATION.

            3.1 At any time after May 19th, 2007, if the Company shall determine
to register under the Securities Act any of its equity securities or securities
convertible into equity securities either for its own account or the account of
a security holder or holders exercising any demand registration rights, other
than a registration relating solely to employee benefit plans, or a registration
relating solely to a Commission Rule 145 transaction, or a registration on Form
S-4 or S-8, or the Form S-1 filed on or about May 17, 2006, (or any successor
forms thereto), the Company will:

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                        (a) promptly give to each Holder written notice thereof
            (which shall include a list of the jurisdictions in which the
            Company intends to attempt to qualify such securities under the
            applicable blue sky or other state securities laws); and

                        (b) include in such registration (and, subject to
            Section 2.1(b)(i), any related qualification under blue sky laws or
            other compliance), and in any underwriting involved therein, all the
            Registrable Securities specified in a written request or request,
            made by any Holder within thirty (30) days after receipt of the
            written notice from the Company described in clause (a) above,
            except as set forth in Section 3.3 below. Such written request may
            specify all or a part of a Holder's Registrable Securities.

            3.2 UNDERWRITING. If the registration of which the Company gives
notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as a part of the written notice given
pursuant to Section 3.1(a). The right of any Holder to registration pursuant to
this Section 3 shall be conditioned upon such Holder's participation in such
underwriting and the inclusion of such Holder's Registrable Securities in the
underwriting to the extent provided herein. All Holders proposing to distribute
their securities through such underwriting shall (together with the Company and
any officers, directors or Other Stockholders distributing their securities
through such underwriting) enter into an underwriting agreement in customary
form with the representative of the underwriter or underwriters selected by the
Company; provided that no Holder shall be required to make any representations
or warranties to or agreements (other than a lock-up agreement pursuant to
Section 11) with the Company or the underwriters, other than representations,
warranties or agreements regarding the Holder, its Registrable Securities and
its intended method of distribution and any other representation required by
law.


            3.3 LIMITATIONS ON SHARES TO BE INCLUDED. Notwithstanding any other
provision of this Section 3, if the representative of the underwriters of a firm
commitment underwriting advises the Company in writing that marketing factors
require a limitation or elimination on the number of shares to be underwritten,
the representative may (subject to the allocation priority set forth below)
limit the number of or eliminate the Registrable Securities to be included in
the registration and underwriting. The Company shall so advise all Holders of
securities requesting registration, and the number of shares of securities that
are entitled to be included in the registration and underwriting shall be
allocated as follows: first, if such underwritten offering shall have been
initiated by the Company for the sale of securities for its own account, to the
Company for securities being sold for its own account; second, among the Other
Stockholders that offer securities being sold pursuant to the Existing Rights
Agreements, in proportion, as nearly as practicable, to the respective amounts
of Additional Shares which they had requested to be included in such
registration pursuant to the Existing Rights Agreements; third, among the
Holders, in proportion, as nearly as practicable, to the respective amounts of
Registrable Securities which they had requested to be included in such
registration; fourth, if such

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underwritten offering shall not have been initiated by the Company, to the
Company for securities being sold for its own account; and thereafter, the
number of shares that may be included in the registration statement and
underwriting shall be allocated among all officers or directors or remaining
Other Stockholders, in each case in proportion, as nearly as practicable, to the
respective amounts of Additional Shares which they had requested to be included
in such registration at the time of filing the registration statement. If any
Holder of Registrable Securities or any officer, director or Other Stockholder
disapproves of the terms of any such underwriting, he may elect to withdraw
therefrom by written notice to the Company and the underwriter. Any Registrable
Securities or other securities excluded or withdrawn from such underwriting
shall also be withdrawn from such registration. The Company shall have the right
to terminate or withdraw any registration initiated by it under this Section 3
prior to the effectiveness of such registration whether or not any Holder has
elected to include securities in such registration.

         4. EXPENSES OF REGISTRATION. All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to
Sections 2, 3 or 4 of this Agreement shall be borne by the Company, except that
Selling Expenses shall be borne pro rata by each Holder in accordance with the
number of shares sold.

         5. REGISTRATION PROCEDURES.

            5.1 In the case of each registration effected by the Company
pursuant to this Agreement, the Company will keep each Holder advised in writing
as to the initiation of each registration and as to the completion thereof and
will, at its expense:

                (a) use all reasonable efforts to keep such registration
            effective until the earlier of: (i) 180 days after the date of this
            Agreement, (ii) until the Holder or Holders have completed the
            distribution described in the registration statement relating
            thereto, or (iii) such time as the Holders may sell the shares of
            Company Common Stock to which this Agreement relates may be sold
            pursuant to Rule 144 without restriction;

                (b) Prepare and file with the Commission such amendments and
            supplements to such registration statement and the prospectus used
            in connection with such registration statement as may be necessary
            to comply with the provisions of the Securities Act with respect to
            the disposition of all securities covered by such registration
            statement;

                (c) Furnish such number of prospectuses and other documents
            incident thereto, including any amendment of or supplement to the
            prospectus, as a Holder from time to time may reasonably request;

                (d) Notify each seller of Registrable Securities covered by such
            registration statement at any time when a prospectus relating
            thereto is required to be delivered under the Securities Act of the
            happening of any event as a result of which the prospectus included
            in such registration statement, as then in effect,

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            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 or incomplete in the light of the
            circumstances then existing, and at the request of any such seller,
            prepare and furnish to such seller a reasonable number of copies of
            a supplement to or an amendment of such prospectus as may be
            necessary so that, as thereafter delivered to the purchasers of such
            shares, such prospectus shall not include an untrue statement of a
            material fact or omit to state a material fact required to be stated
            therein or necessary to make the statements therein not misleading
            or incomplete in the light of the circumstances then existing;

                (e) List all such Registrable Securities registered in such
            registration on each securities exchange or automated quotation
            system on which the Common Stock of the Company is then listed;

                (f) Provide a transfer agent and registrar for all Registrable
            Securities and a CUSIP number for all such Registrable Securities,
            in each case not later than the effective date of such registration;

                (g) Make available for inspection by any seller of Registrable
            Securities, any underwriter participating in any disposition
            pursuant to such registration statement, and any attorney or
            accountant retained by any such seller or underwriter, all financial
            and other records, pertinent corporate documents and properties of
            the Company, and cause the Company's officers and directors to
            supply all information reasonably requested by any such seller,
            underwriter, attorney or accountant in connection with such
            registration statement;

                (h) Furnish to each selling Holder upon request a signed
            counterpart, addressed to each such selling Holder, of

                    (i) an opinion of counsel for the Company, dated the
                effective date of the registration statement in form reasonably
                acceptable to the Company and such counsel, and

                    (ii) "comfort" letters signed by the Company's independent
                public accountants who have examined and reported on the
                Company's financial statements included in the registration
                statement, to the extent permitted by the standards of the
                American Institute of Certified Public Accountants, covering
                such matters as are customarily covered in opinions of issuer's
                counsel and accountants' "comfort" letters delivered to
                underwriters in underwritten public offerings of securities;

                    (i) Furnish to each selling Holder upon request a copy of
                all documents filed with and all correspondence from or to the
                Commission in connection with any such offering; and

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                (j) Make available to its security holders, as soon as
            reasonably practicable, an earnings statement covering the period of
            at least twelve months, but not more than eighteen months, beginning
            with the first month after the effective date of the Registration
            Statement, which earnings statement shall satisfy the provisions of
            Section 11(a) of the Securities Act.

            5.2 It shall be a condition precedent to the obligations of the
Company to take any action pursuant to this Agreement that the Holders proposing
to register Registrable Securities shall furnish to the Company such information
regarding themselves, the Registrable Securities held by them, and their
intended method of distribution of such Registrable Securities as the Company
shall reasonably request and as shall be required in connection with the action
to be taken by the Company; provided that no Holder shall be required to make
any representations or warranties to or agreements (other than a lock-up
agreement pursuant to Section 11) with the Company or the underwriters, other
than representations, warranties or agreements regarding the Holder, its
Registrable Securities and its intended method of distribution and any other
representation required by law.

            5.3 In connection with the preparation and filing of each
registration statement under this Agreement, the Company will give the Holders
on whose behalf such Registrable Securities are to be registered and their
underwriters, if any, and their respective counsel and accountants, the
opportunity to review such registration statement, each prospectus included
therein or filed with the Commission, and each amendment thereof or supplement
thereto, and will give each such Holder such access to the Company's books and
records and such opportunities to discuss the business of the Company with its
officers, its counsel and the independent public accountants who have certified
the Company's financial statements, as shall be necessary, in the opinion of
such Holders or such underwriters or their respective counsel, in order to
conduct a reasonable and diligent investigation within the meaning of the
Securities Act.

         6. INDEMNIFICATION.

            6.1 INDEMNIFICATION BY THE COMPANY. The Company will indemnify each
Holder, each of its officers, directors and partners, and each person
controlling such Holder, with respect to which registration, qualification or
compliance has been effected pursuant to this Agreement, and each underwriter,
if any, and each Person who controls any underwriter, against all claims,
losses, damages and liabilities (or actions, proceedings or settlements in
respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any prospectus, offering
circular or other document (including any related registration statement,
notification or the like) incident to any such registration, qualification or
compliance, or based on any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation by the Company of the Securities Act or
any rule or regulation thereunder applicable to the Company and relating to
action or inaction required of the Company in connection with any such
registration, qualification or compliance, and will reimburse each such Holder,
each of its officers, directors and partners, and each Person controlling such
Holder, each such underwriter and

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each Person who controls any such underwriter, for any legal and any other
expenses reasonably incurred in connection with investigating and defending or
settling any such claim, loss, damage, liability or action, provided that the
Company will not be liable in any such case to the extent that any such claim,
loss, damage, liability or expense arises out of or is based on any untrue
statement or omission made in reliance upon and based upon written information
furnished to the Company by such Holder or underwriter and stated to be
specifically for use therein.

            6.2 INDEMNIFICATION BY THE HOLDERS. Each Holder will, if Registrable
Securities held by him are included in the securities as to which such
registration, qualification or compliance is being effected, indemnify the
Company, each of its directors and officers and each underwriter, if any, of the
Company's securities covered by such a registration statement, each person who
controls the Company (other than such Holder) or such underwriter within the
meaning of the Securities Act and the rules and regulations thereunder, each
other such Holder and each of their officers, directors and partners, and each
Person controlling such Holder or other stockholder, against all claims, losses,
damages, expenses and liabilities (or actions in respect thereof) arising out of
or based on any untrue statement (or alleged untrue statement) of a material
fact contained in any such registration statement, prospectus, offering circular
or other document, or any 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, each of its directors
and officers, each underwriter or control Person, each other Holder and each of
their officers, directors and partners and each Person controlling such Holder
or other stockholder for any legal or any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability or action, in each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering circular
or other document in reliance upon and in conformity with written information
furnished to the Company by such Holder and stated to be specifically for use
therein.

            6.3 NOTICES OF CLAIMS, PROCEDURES, ETC. Each party entitled to
indemnification under this Section 6 (the "Indemnified Party") shall give notice
to the party required to provide indemnification (the "Indemnifying Party")
promptly after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim or any litigation resulting therefrom, provided
that counsel for the Indemnifying Party, who shall conduct the defense of such
claim or any litigation resulting therefrom, shall be approved by the
Indemnified Party (whose approval shall not be unreasonably withheld), and the
Indemnified Party may participate in such defense at the Indemnified Party's
sole expense, and provided further that the failure of any Indemnified Party to
give notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Section 6 unless such failure is prejudicial to the
ability of Indemnifying Party to defend such claim or action. Notwithstanding
the foregoing, such Indemnified Party shall have the right to employ its own
counsel in any such litigation, proceeding or other action if (i) the employment
of such counsel has been authorized by the Indemnifying Party, in its sole and
absolute discretion, or (ii) the named parties in any such claims (including any
impleaded parties) include any such Indemnified Party and the Indemnified Party
and the Indemnifying Party shall have been advised

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in writing (in suitable detail) by counsel to the Indemnified Party either (A)
that there may be one or more legal defenses available to such Indemnified Party
which are different from or additional to those available to the Indemnifying
Party, or (B) that there is a conflict of interest by virtue of the Indemnified
Party and the Indemnifying Parties having common counsel, in any of which
events, the legal fees and expenses of a single counsel for all Indemnified
Parties with respect to each such claim, defense thereof, or counterclaims
thereto shall be borne by Indemnifying Party. No Indemnifying Party, in the
defense of any such claim or litigation, shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability
in respect to such claim or litigation. Each Indemnified Party shall cooperate
to the extent reasonably required and furnish such information regarding itself
or the claim in question as an Indemnifying Party may reasonably request in
writing and as shall be reasonably required in connection with defense of such
claim and litigation resulting therefrom.

         7. INFORMATION BY HOLDER. Each Holder of Registrable Securities shall
furnish to the Company such information regarding such Holder and the
distribution proposed by such Holder as the Company may reasonably request in
writing and as shall be reasonably required in connection with any registration,
qualification or compliance referred to in this Agreement; provided that no
Holder shall be required to make any representations or warranties to or
agreements (other than a lock-up agreement pursuant to Section 11) with the
Company or the underwriters, other than representations, warranties or
agreements regarding the Holder, its Registrable Securities and its intended
method of distribution and any other representation required by law.

         8. TRANSFER OR ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause
the Company to register securities granted by the Company under this Agreement
may be transferred or assigned by a Holder to a transferee or assignee of any
Registrable Securities; provided that the Company is given written notice at or
prior to the time of said transfer or assignment, stating the name and address
of said transferee or assignee and identifying the securities with respect to
which such registration rights are being transferred or assigned; and provided
further that the transferee or assignee of such rights assumes in writing the
obligations of a Holder under this Agreement to the Company and other Holders in
effect at the time of transfer under all effective agreements.

         9. EXCHANGE ACT COMPLIANCE. So long as the Company remains subject to
the reporting requirements of the Exchange Act, the Company shall file the
reports required to be filed by it under the Securities Act and the Exchange Act
and the rules and regulations adopted by the Commission thereunder, and will
take all actions reasonably necessary to enable holders of Registrable
Securities to sell such securities without registration under the Securities Act
within the limitation of the provisions of (a) Rule 144 under the Securities
Act, as such Rule may be amended from time to time, (b) Rule 144A under the
Securities Act, as such Rule may be amended from time to time, if applicable or
(c) any similar rules or regulations hereunder adopted by the Commission. Upon
the request of any Holder of Registrable Securities, the Company will deliver to
such Holder a written statement as to whether it has complied with such

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requirements. After any sale of Registrable Securities pursuant to the
provisions of Rule 144 or 144A, the Company will, to the extent allowed by law,
cause any restrictive legends to be removed and any transfer restrictions to be
rescinded with respect to such Registrable Securities. In order to permit a
Holder to sell the same, if it so desires, pursuant to Rule 144A promulgated by
the Commission (or any successor to such rule), the Company will comply with all
rules and regulations of the Commission applicable in connection with use of
Rule 144A (or any successor thereto). Prospective transferees of Registrable
Securities that are Qualified Institutional Buyers (as defined in Rule 144A)
that would be purchasing such Registrable Securities in reliance upon Rule 144A
may request from the Company information regarding the business, operations and
assets of the Company. Within five (5) business days of any such request, the
Company shall deliver to any such prospective transferee copies of annual
audited and quarterly unaudited financial statements of the Company and such
other information as may be required to be supplied by the Company for it to
comply with Rule 144A.

         10. NO CONFLICT OF RIGHTS. The Company will not hereafter enter into
any agreement with respect to its securities which is inconsistent with the
rights granted to the Holders in this Agreement. Without limiting the generality
of the foregoing, the Company will not hereafter enter into any agreement with
respect to its securities which grants, or modifies any existing agreement with
respect to its securities to grant, to the holder of its securities equal or
higher priority to the rights granted to the Holders under Sections 2 and 3 of
this Agreement.

         11. BENEFITS OF AGREEMENT; SUCCESSORS AND ASSIGNS. This Agreement shall
be binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns, legal representatives and heirs. This
Agreement does not create, and shall not be construed as creating, any rights
enforceable by any other Person.

         12. COMPLETE AGREEMENT. This Agreement constitutes the complete
understanding among the parties with respect to its subject matter and
supersedes all existing agreements and understandings, whether oral or written,
among them. No alteration or modification of any provisions of this Agreement
shall be valid unless made in writing and signed, on the one hand, by the
Holders of a majority of the Registrable Securities then outstanding and, on the
other, by the Company.

         13. SECTION HEADINGS. The section headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

         14. NOTICES. All notices, offers, acceptances and other communications
required or permitted to be given or to otherwise be made to any party to this
Agreement shall be deemed to be sufficient if contained in a written instrument
delivered by hand, first class mail (registered or certified, return receipt
requested), telecopier or overnight air courier guaranteeing next day delivery,
if to the Company, at 1140 Pearl Street, Boulder, Colorado 80302, Attention:
Chief Financial Officer, with a copy to Reed Guest, Esq., 94 Underhill Road,
Orinda, CA 94563, and if to the Shareholders, to the respective addresses set
forth on Exhibit B attached hereto and made

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a part hereof, or at such other address or addresses as may have been furnished
the Company in writing.

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and the next business day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.
Any party may change the address to which each such notice or communication
shall be sent by giving written notice to the other parties of such new address
in the manner provided herein for giving notice.

         15. GOVERNING LAW. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware without
giving effect to the provisions, policies or principles thereof respecting
conflict or choice of laws.

         16. COUNTERPARTS. This Agreement may be executed in one or more
counterparts each of which shall be deemed an original but all of which taken
together shall constitute one and the same agreement.

         17. SEVERABILITY. Any provision of this Agreement which is determined
to be illegal, prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such illegality, prohibition or
unenforceability without invalidating the remaining provisions hereof which
shall be severable and enforceable according to their terms and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.


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         IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date first set forth above.

                                          INCENTRA SOLUTIONS, INC.


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


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