EXHIBIT 10.1

                             STOCK PLEDGE AGREEMENT

         This Stock Pledge Agreement (this "Agreement"),  dated as of August 18,
2004 (the  "Effective  Date"),  between Laurus Master Fund, Ltd. (the "Pledgee")
and Incentra Solutions, Inc., a Nevada corporation (the "Pledgor").

                                   BACKGROUND

         Pledgor has entered into a Securities Purchase  Agreement,  dated as of
May 13, 2004 (as amended, modified,  restated or supplemented from time to time,
the "Securities Purchase  Agreement"),  and a Master Security Agreement dated as
of May 13, 2004 (as amended,  modified,  restated or  supplemented  from time to
time, the "Security Agreement"),  pursuant to which the Pledgee provides or will
provide certain financial accommodations to Pledgor.

         In order to induce the  Pledgee to provide or  continue  to provide the
financial  accommodations described in the Securities Purchase Agreement and the
Security  Agreement,  Pledgor has agreed to pledge and grant a security interest
in the  collateral  described  herein to the Pledgee on the terms and conditions
set forth herein.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt of which is hereby acknowledged,  the parties
hereto agree as follows:

         1.  DEFINED  TERMS.  All  capitalized  terms used herein  which are not
defined  shall  have  the  meanings  given  to them in the  Securities  Purchase
Agreement and the Security Agreement, as applicable.

         2.  PLEDGE  AND GRANT OF  SECURITY  INTEREST.  To  secure  the full and
punctual  payment  and  performance  of (the  following  clauses  (a)  and  (b),
collectively,  the  "Indebtedness")  (a) the  obligations  under the  Securities
Purchase  Agreement  and the Related  Agreements  referred to in the  Securities
Purchase  Agreement,  the Security Agreement (the Securities  Purchase Agreement
and the  Related  Agreements  and  Security  Agreement,  as each may be amended,
restated,  modified and/or  supplemented  from time to time,  collectively,  the
"Documents")  and (b) all other  indebtedness,  obligations  and  liabilities of
Pledgor to the Pledgee  whether now  existing or  hereafter  arising,  direct or
indirect, liquidated or unliquidated, absolute or contingent, due or not due and
whether  under,  pursuant  to  or  evidenced  by a  note,  agreement,  guaranty,
instrument  or  otherwise  (in  each  case,  irrespective  of  the  genuineness,
validity,   regularity  or  enforceability  of  such  Indebtedness,  or  of  any
instrument  evidencing any of the Indebtedness or of any collateral  therefor or
of  the  existence  or  extent  of  such  collateral,  and  irrespective  of the
allowability,  allowance  or  disallowance  of any or all of  such  in any  case
commenced by or against  Pledgor under Title 11, United States Code,  including,
without  limitation,  obligations or indebtedness  of Pledgor for  post-petition
interest,  fees,  costs and charges that would have accrued or been added to the
Indebtedness  but for the  commencement  of such case),  Pledgor hereby pledges,
assigns,


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<PAGE>

hypothecates,  transfers  and  grants,  as of the  Effective  Date,  a  security
interest to Pledgee in all of the following (the "Collateral"):

                  (a) the shares of stock set forth on SCHEDULE A annexed hereto
and expressly made a part hereof  (together with any additional  shares of stock
or other  equity  interests  acquired  by Pledgor,  the  "Pledged  Stock"),  the
certificates representing the Pledged Stock and all dividends, cash, instruments
and other  property  or  proceeds  from  time to time  received,  receivable  or
otherwise distributed in respect of or in exchange for any or all of the Pledged
Stock;

                  (b) all  additional  shares of stock of any issuer  (each,  an
"Issuer")  of the  Pledged  Stock from time to time  acquired  by Pledgor in any
manner,  including,  without  limitation,  stock  dividends or a distribution in
connection with any increase or reduction of capital, reclassification,  merger,
consolidation,  sale of assets,  combination of shares, stock split, spin-off or
split-off (which shares shall be deemed to be part of the  Collateral),  and the
certificates  representing  such  additional  shares,  and all dividends,  cash,
instruments  and  other  property  or  proceeds  from  time  to  time  received,
receivable or otherwise  distributed in respect of or in exchange for any or all
of such shares; and

                  (c) all  options and  rights,  whether as an  addition  to, in
substitution  of or in  exchange  for any  shares of any  Pledged  Stock and all
dividends,  cash,  instruments  and other property or proceeds from time to time
received,  receivable or otherwise  distributed in respect of or in exchange for
any or all such options and rights.

         3. DELIVERY OF COLLATERAL.  All certificates representing or evidencing
the  Pledged  Stock  shall be  delivered  to and held by or on behalf of Pledgee
pursuant  hereto  and  shall be  accompanied  by duly  executed  instruments  of
transfer or  assignment  in blank,  all in form and  substance  satisfactory  to
Pledgee.  Pledgor  hereby  authorizes  the Issuer  upon demand by the Pledgee to
deliver  any  certificates,   instruments  or  other  distributions   issued  in
connection with the Collateral  directly to the Pledgee, in each case to be held
by the  Pledgee,  subject  to the terms  hereof.  Upon an Event of  Default  (as
defined  below) under the Note that has occurred  and is  continuing  beyond any
applicable grace period,  the Pledgee shall have the right,  during such time in
its discretion  and without notice to Pledgor,  to transfer to or to register in
the name of the Pledgee or any of its nominees any or all of the Pledged  Stock.
In  addition,  the  Pledgee  shall  have  the  right  at such  time to  exchange
certificates  or  instruments  representing  or  evidencing  Pledged  Stock  for
certificates or instruments of smaller or larger denominations.

         4.  REPRESENTATIONS  AND WARRANTIES OF PLEDGOR.  Pledgor represents and
warrants to the Pledgee (which representations and warranties shall be deemed to
continue to be made until all of the Indebtedness has been paid in full and each
Document and each agreement and instrument entered into in connection  therewith
has been irrevocably terminated) that:

                  (a) the execution, delivery and performance by Pledgor of this
Agreement and the pledge of the Collateral  hereunder do not and will not result
in any violation of any agreement,  indenture,  instrument,  license,  judgment,
decree, order, law, statute,  ordinance or other governmental rule or regulation
applicable to Pledgor;


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<PAGE>

                  (b) this Agreement  constitutes the legal,  valid, and binding
obligation of Pledgor enforceable against Pledgor in accordance with its terms;

                  (c) (i) all  Pledged  Stock  owned by  Pledgor is set forth on
Schedule A hereto and (ii)  Pledgor is the direct and  beneficial  owner of each
share of the Pledged Stock;

                  (d) all of the  shares  of the  Pledged  Stock  have been duly
authorized, validly issued and are fully paid and nonassessable;

                  (e)  no  consent  or  approval  of  any  person,  corporation,
governmental body, regulatory authority or other entity, is or will be necessary
for (i) the  execution,  delivery and  performance of this  Agreement,  (ii) the
exercise by the Pledgee of any rights with  respect to the  Collateral  or (iii)
the pledge and  assignment  of,  and the grant of a  security  interest  in, the
Collateral hereunder;

                  (f)  there  are no  pending  or,  to  the  best  of  Pledgor's
knowledge,  threatened actions or proceedings  before any court,  judicial body,
administrative  agency or arbitrator  which may materially  adversely affect the
Collateral;

                  (g) Pledgor has the  requisite  power and  authority  to enter
into this  Agreement  and to pledge and assign the  Collateral to the Pledgee in
accordance with the terms of this Agreement.

                  (h) Pledgor owns each item of the Collateral  and,  except for
the pledge and security  interest granted to Pledgee  hereunder,  the Collateral
shall be free and clear of any other security  interest,  pledge,  claim,  lien,
charge,   hypothecation,    assignment,   offset   or   encumbrance   whatsoever
(collectively, "Liens").

                  (i) there are no restrictions on transfer of the Pledged Stock
contained  in  the  certificate  of  incorporation  or  by-laws  (or  equivalent
organizational  documents) of each Issuer or otherwise  which have not otherwise
been enforceably and legally waived by the necessary parties.

                  (j) none of the Pledged  Stock has been issued or  transferred
in violation of the securities  registration,  securities  disclosure or similar
laws of any jurisdiction to which such issuance or transfer may be subject.

                  (k) the pledge and  assignment of the Collateral and the grant
of a security  interest  under this  Agreement vest in the Pledgee all rights of
Pledgor in the Collateral as contemplated by this Agreement.

                  (l) the Pledged Stock  constitutes  one hundred percent (100%)
of the issued and outstanding shares of capital stock of each Issuer.

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<PAGE>

         5. COVENANTS.  Pledgor covenants that, until the Indebtedness  shall be
satisfied in full and each Document and each  agreement and  instrument  entered
into in connection therewith is irrevocably terminated:

                  (a)  Pledgor  will not  sell,  assign,  transfer,  convey,  or
otherwise dispose of its rights in or to the Collateral or any interest therein;
nor will  Pledgor  create,  incur or permit to exist  any Lien  whatsoever  with
respect to any of the Collateral or the proceeds thereof other than that created
hereby.

                  (b) Pledgor  will,  at its expense,  defend  Pledgee's  right,
title and security  interest in and to the Collateral  against the claims of any
other party.

                  (c) Pledgor shall at any time, and from time to time, upon the
written  request of Pledgee,  execute and deliver such further  documents and do
such  further  acts and things as  Pledgee  may  reasonably  request in order to
effect  the  purposes  of this  Agreement  including,  but  without  limitation,
delivering  to Pledgee upon the  occurrence  of an Event of Default  irrevocable
proxies in respect of the  Collateral  in form  satisfactory  to Pledgee.  Until
receipt  thereof,  upon an Event of Default that has occurred and is  continuing
beyond any applicable grace period,  this Agreement shall  constitute  Pledgor's
proxy to Pledgee or its nominee to vote all shares of Collateral then registered
in Pledgor's name.

                  (d) Pledgor will not consent to or approve the issuance of (i)
any additional shares of any class of capital stock or other equity interests of
the Issuer; or (ii) any securities  convertible either voluntarily by the holder
thereof or  automatically  upon the occurrence or  nonoccurrence of any event or
condition into, or any securities  exchangeable for, any such shares, unless, in
either case, such shares are pledged as Collateral pursuant to this Agreement.

         6. VOTING RIGHTS AND DIVIDENDS. In addition to the Pledgee's rights and
remedies set forth in Section 8 hereof,  in case an Event of Default  shall have
occurred and be continuing, beyond any applicable cure period, the Pledgee shall
(i) be entitled  to vote the  Collateral,  (ii) be  entitled  to give  consents,
waivers  and  ratifications  in  respect  of  the  Collateral   (Pledgor  hereby
irrevocably  constituting  and  appointing  the  Pledgee,  with  full  power  of
substitution,  the proxy and  attorney-in-fact of Pledgor for such purposes) and
(iii) be entitled to collect and receive for its own use cash  dividends paid on
the  Collateral.  Pledgor  shall not be  permitted  to exercise or refrain  from
exercising any voting rights or other powers if, in the  reasonable  judgment of
the Pledgee,  such action would have a material  adverse  effect on the value of
the Collateral or any part thereof;  and, PROVIDED,  FURTHER, that Pledgor shall
give at least five (5) days' written  notice of the manner in which such Pledgor
intends to exercise,  or the reasons for refraining from exercising,  any voting
rights or other powers other than with respect to any election of directors  and
voting with respect to any  incidental  matters.  Following the occurrence of an
Event of Default, all dividends and all other distributions in respect of any of
the  Collateral,  shall be  delivered to the Pledgee to hold as  Collateral  and
shall,  if  received  by  Pledgor,  be  received in trust for the benefit of the
Pledgee and be forthwith delivered to the Pledgee as Collateral in the same form
as so received (with any necessary endorsement).


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<PAGE>

         7.  EVENT OF  DEFAULT.  An Event of  Default  shall be  deemed  to have
occurred  and may be declared by the Pledgee  upon the  happening  of any of the
following events:

                  (a) An "Event of Default"  under any Document or any agreement
or note related to any Document shall have occurred and be continuing beyond any
applicable cure period;

                  (b) Pledgor  shall  default in the  performance  of any of its
material obligations under any agreement between Pledgor and Pledgee, including,
without  limitation,  this Agreement,  and such default shall not be cured for a
period of fifteen (15) business days after Pledgee's notice thereof;

                  (c) Any  representation or warranty of Pledgor made herein, in
any  Document or in any  agreement,  statement or  certificate  given in writing
pursuant hereto or thereto or in connection herewith or therewith shall be false
or  misleading  in any  material  respect and shall not be cured for a period of
fifteen (15) business days after Pledgee's notice thereof;

                  (d) Any  portion of the  Collateral  is  subjected  to levy of
execution,  attachment,  distraint or other judicial process;  or any portion of
the  Collateral  is the subject of a claim (other than by the Pledgee) of a Lien
or other right or interest in or to the  Collateral and such levy or claim shall
not be cured,  disputed or stayed  within a period of fifteen (15) business days
after the occurrence thereof; or

                  (e)  Pledgor  shall (i) apply  for,  consent  to, or suffer to
exist the appointment of, or the taking of possession by, a receiver, custodian,
trustee, liquidator or other fiduciary of itself or of all or a substantial part
of its property,  (ii) make a general  assignment  for the benefit of creditors,
(iii) commence a voluntary case under any state or federal  bankruptcy  laws (as
now or hereafter in effect),  (iv) be  adjudicated a bankrupt or insolvent,  (v)
file a petition  seeking to take  advantage of any other law  providing  for the
relief of debtors,  (vi) acquiesce to, or fail to have dismissed,  within ninety
(60) days,  any petition  filed  against it in any  involuntary  case under such
bankruptcy  laws,  or (vii) take any action for the purpose of effecting  any of
the foregoing.

         8.  REMEDIES.  In case an Event of Default  shall have  occurred and be
declared by the Pledgee, the Pledgee may:

                  (a) Transfer any or all of the  Collateral  into its name,  or
into the name of its nominee or nominees;

                  (b)  Exercise  all  corporate   rights  with  respect  to  the
Collateral including,  without limitation,  all rights of conversion,  exchange,
subscription or any other rights, privileges or options pertaining to any shares
of the  Collateral  as if it were the absolute  owner  thereof,  including,  but
without limitation,  the right to exchange, at its discretion, any or all of the
Collateral upon the merger, consolidation,  reorganization,  recapitalization or
other readjustment of the Issuer thereof,  or upon the exercise by the Issuer of
any right,  privilege or option  pertaining  to any of the  Collateral,  and, in
connection therewith,  to deposit and deliver any and



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<PAGE>

all of the Collateral with any committee,  depository, transfer agent, registrar
or other  designated  agent upon such terms and  conditions as it may determine,
all without  liability except to account for property  actually  received by it;
and

                  (c) Subject to any requirement of applicable law, sell, assign
and deliver the whole or, from time to time,  any part of the  Collateral at the
time held by the  Pledgee,  at any private  sale or at public  auction,  with or
without  demand,  advertisement  or  notice  of the  time  or  place  of sale or
adjournment  thereof or otherwise (all of which are hereby  waived,  except such
notice as is  required  by  applicable  law and cannot be  waived),  for cash or
credit or for other  property  for  immediate or future  delivery,  and for such
price or prices and on such  terms as the  Pledgee  in its sole  discretion  may
determine, or as may be required by applicable law.

                  Pledgor hereby waives and releases any and all right or equity
of redemption,  whether before or after sale hereunder. At any such sale, unless
prohibited by applicable  law, the Pledgee may bid for and purchase the whole or
any  part of the  Collateral  so sold  free  from any such  right or  equity  of
redemption.  All moneys received by the Pledgee  hereunder  whether upon sale of
the Collateral or any part thereof or otherwise shall be held by the Pledgee and
applied by it as provided in Section 10 hereof.  No failure or delay on the part
of the Pledgee in exercising any rights  hereunder  shall operate as a waiver of
any such  rights  nor shall any single or partial  exercise  of any such  rights
preclude  any other or future  exercise  thereof  or the  exercise  of any other
rights  hereunder.  The  Pledgee  shall  have no duty  as to the  collection  or
protection  of  the  Collateral  or  any  income  thereon  nor  any  duty  as to
preservation  of any  rights  pertaining  thereto,  except to apply the funds in
accordance with the requirements of Section 10 hereof.  The Pledgee may exercise
its rights  with  respect to property  held  hereunder  without  resort to other
security for or sources of reimbursement  for the  Indebtedness.  In addition to
the foregoing,  Pledgee shall have all of the rights, remedies and privileges of
a secured party under the Uniform  Commercial Code of New York regardless of the
jurisdiction in which enforcement hereof is sought.

         9. PRIVATE SALE.  Pledgor  recognizes that the Pledgee may be unable to
effect (or to do so only after delay which would adversely affect the value that
might be  realized  from  the  Collateral)  a public  sale of all or part of the
Collateral by reason of certain  prohibitions  contained in the Securities  Act,
and may be  compelled  to resort to one or more  private  sales to a  restricted
group of purchasers who will be obliged to agree, among other things, to acquire
such Collateral for their own account, for investment and not with a view to the
distribution or resale thereof. Pledgor agrees that any such private sale may be
at prices and on terms less favorable to the seller than if sold at public sales
and that such private sales shall be deemed to have been made in a  commercially
reasonable  manner.  Pledgor  agrees that the Pledgee has no obligation to delay
sale of any  Collateral for the period of time necessary to permit the Issuer to
register the Collateral for public sale under the Securities Act.

         10.  PROCEEDS  OF  SALE.  The  proceeds  of any  collection,  recovery,
receipt,  appropriation,  realization or sale of the Collateral shall be applied
by the Pledgee as follows:

                  (a) First,  to the payment of all costs,  reasonable  expenses
and charges of the Pledgee and to the reimbursement of the Pledgee for the prior
payment of such costs,  reasonable  expenses and charges  incurred in connection
with the care and safekeeping of the Collateral


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(including, without limitation, the reasonable expenses of any sale or any other
disposition of any of the  Collateral),  the expenses of any taking,  attorneys'
fees and reasonable  expenses,  court costs, any other fees or expenses incurred
or expenditures  or advances made by Pledgee in the  protection,  enforcement or
exercise of its rights, powers or remedies hereunder;

                  (b) Second, to the payment of the Indebtedness, in whole or in
part, in such order as the Pledgee may elect,  whether or not such  Indebtedness
is then due;

                  (c)  Third,  to such  persons,  firms,  corporations  or other
entities as required by applicable law including,  without  limitation,  Section
9-504(1)(c) of the UCC; and

                  (d)  Fourth,  to the extent of any  surplus to Pledgor or as a
court of competent jurisdiction may direct.

                  In the event that the  proceeds of any  collection,  recovery,
receipt,  appropriation,  realization  or sale are  insufficient  to satisfy the
Indebtedness,  Pledgor shall be jointly and severally  liable for the deficiency
plus the costs and fees of any  attorneys  employed  by Pledgee to collect  such
deficiency.

         11. WAIVER OF MARSHALING. Pledgor hereby waives any right to compel any
marshaling of any of the Collateral.

         12. NO WAIVER.  Any and all of the Pledgee's rights with respect to the
Liens granted under this Agreement shall continue unimpaired,  and Pledgor shall
be and remain obligated in accordance with the terms hereof, notwithstanding (a)
the  bankruptcy,  insolvency or  reorganization  of Pledgor,  (b) the release or
substitution  of any item of the  Collateral  at any time,  or of any  rights or
interests therein, or (c) any delay,  extension of time, renewal,  compromise or
other indulgence granted by the Pledgee in reference to any of the Indebtedness.
Pledgor  hereby  waives  all  notice  of any  such  delay,  extension,  release,
substitution, renewal, compromise or other indulgence, and hereby consents to be
bound hereby as fully and effectively as if Pledgor had expressly agreed thereto
in advance. No delay or extension of time by the Pledgee in exercising any power
of sale,  option  or other  right or remedy  hereunder,  and no  failure  by the
Pledgee to give notice or make demand,  shall  constitute a waiver  thereof,  or
limit,  impair or  prejudice  the  Pledgee's  right to take any  action  against
Pledgor or to  exercise  any other  power of sale,  option or any other right or
remedy.

         13.  EXPENSES.  The Collateral  shall secure,  and Pledgor shall pay to
Pledgee  on  demand,  from time to time,  all  reasonable  costs  and  expenses,
(including but not limited to, reasonable  attorneys' fees and costs, taxes, and
all transfer,  recording,  filing and other  charges) of, or incidental  to, the
custody,  care,  transfer,   administration  of  the  Collateral  or  any  other
collateral,   or  in  any  way  relating  to  the  enforcement,   protection  or
preservation  of the rights or remedies of the Pledgee  under this  Agreement or
with respect to any of the Indebtedness.

         14. THE  PLEDGEE  APPOINTED  ATTORNEY-IN-FACT  AND  PERFORMANCE  BY THE
PLEDGEE. Upon the occurrence of an Event of Default,  Pledgor hereby irrevocably
constitutes   and   appoints   the   Pledgee  as   Pledgor's   true  and  lawful
attorney-in-fact,  with full power of substitution,  to execute,


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acknowledge and deliver any  instruments and to do in Pledgor's name,  place and
stead,  all such acts,  things and deeds for and on behalf of and in the name of
Pledgor,  which  Pledgor  could  or  might  do or  which  the  Pledgee  may deem
necessary, desirable or convenient to accomplish the purposes of this Agreement,
including,  without  limitation,  to execute such  instruments  of assignment or
transfer or orders and to register,  convey or otherwise  transfer  title to the
Collateral  into the Pledgee's  name.  Pledgor hereby  ratifies and confirms all
that said  attorney-in-fact may so do and hereby declares this power of attorney
to be coupled with an interest and irrevocable.  If Pledgor fails to perform any
agreement herein contained,  the Pledgee may itself perform or cause performance
thereof,  and any costs and  expenses  of the  Pledgee  incurred  in  connection
therewith shall be paid by Pledgor as provided in Section 10 hereof.

         15. WAIVERS.

             (a) EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY
JURY OF ANY  CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION (A)  ARISING  UNDER THIS
AGREEMENT OR ANY OTHER INSTRUMENT,  DOCUMENT OR AGREEMENT  EXECUTED OR DELIVERED
IN  CONNECTION  HEREWITH,  OR  (B) IN ANY  WAY  CONNECTED  WITH  OR  RELATED  OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OTHER AGREEMENT EXECUTED
OR DELIVERED BY THEM IN CONNECTION HEREWITH,  OR THE TRANSACTIONS RELATED HERETO
OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING,  AND WHETHER
SOUNDING IN CONTRACT OR TORT OR OTHERWISE  AND EACH PARTY HERETO  HEREBY  AGREES
AND CONSENTS THAT ANY CLAIM, DEMAND,  ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY  COURT  TRIAL  WITHOUT  A JURY,  AND  THAT ANY  PARTY  MAY  FILE AN  ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN  EVIDENCE OF THE
CONSENT OF EACH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

         16.  RECAPTURE.  Notwithstanding  anything  to  the  contrary  in  this
Agreement,  if the  Pledgee  receives  any payment or payments on account of the
Indebtedness,  which  payment or payments or any part  thereof are  subsequently
invalidated,  declared  to be  fraudulent  or  preferential,  set  aside  and/or
required  to be repaid to a  trustee,  receiver,  or any other  party  under the
United  States  Bankruptcy  Code,  as  amended,  or any other  federal  or state
bankruptcy,  reorganization,   moratorium  or  insolvency  law  relating  to  or
affecting  the  enforcement  of  creditors'  rights  generally,  common  law  or
equitable  doctrine,  then to the extent of any sum not finally  retained by the
Pledgee,  Pledgor's  obligations  to the Pledgee  shall be  reinstated  and this
Agreement shall remain in full force and effect (or be reinstated) until payment
shall have been made to Pledgee, which payment shall be due on demand.

         17.  CAPTIONS.  All captions in this Agreement are included  herein for
convenience of reference  only and shall not  constitute  part of this Agreement
for any other purpose.



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<PAGE>

         18. MISCELLANEOUS.

             (a) This Agreement constitutes the entire and final agreement among
the parties  with respect to the subject  matter  hereof and may not be changed,
terminated or otherwise  varied except by a writing duly executed by the parties
hereto.

             (b) No waiver of any term or condition of this  Agreement,  whether
by delay, omission or otherwise, shall be effective unless in writing and signed
by the party sought to be charged,  and then such waiver shall be effective only
in the specific instance and for the purpose for which given.

             (c) In the  event  that  any  provision  of this  Agreement  or the
application thereof to Pledgor or any circumstance in any jurisdiction governing
this  Agreement  shall,  to any extent,  be invalid or  unenforceable  under any
applicable statute,  regulation,  or rule of law, such provision shall be deemed
inoperative  to the extent that it may  conflict  therewith  and shall be deemed
modified  to  conform  to such  statute,  regulation  or  rule  of law,  and the
remainder  of  this  Agreement  and  the  application  of any  such  invalid  or
unenforceable provision to parties,  jurisdictions,  or circumstances other than
to whom or to which it is held  invalid or  unenforceable  shall not be affected
thereby,  nor shall same  affect the  validity  or  enforceability  of any other
provision of this Agreement.

             (d) This  Agreement  shall be binding upon  Pledgor,  and Pledgor's
successors  and  assigns,  and shall inure to the benefit of the Pledgee and its
successors and assigns.

             (e)  Any  notice  or  other  communication  required  or  permitted
pursuant to this  Agreement  shall be given in  accordance  with the  Securities
Purchase Agreement.

             (f) This Agreement  shall be governed by and construed and enforced
in all respects in accordance  with the laws of the State of New York applied to
contracts to be performed wholly within the State of New York.

             (g) PLEDGOR  EXPRESSLY  CONSENTS TO THE  JURISDICTION  AND VENUE OF
EACH COURT OF  COMPETENT  JURISDICTION  LOCATED IN THE STATE OF NEW YORK FOR ALL
PURPOSES IN CONNECTION WITH THIS AGREEMENT.  ANY JUDICIAL PROCEEDING  INVOLVING,
DIRECTLY OR INDIRECTLY ANY MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO
OR CONNECTED WITH THIS AGREEMENT  SHALL BE BROUGHT ONLY IN A STATE COURT LOCATED
IN THE COUNTY OF NEW YORK, STATE OF NEW YORK.  PLEDGOR FURTHER CONSENTS THAT ANY
SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT LIMITATION, ANY
NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE AFOREMENTIONED  COURTS OR
A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION WITH ANY PROCEEDINGS HEREUNDER, MAY
BE SERVED INSIDE OR OUTSIDE OF THE STATE OF NEW YORK OR THE SOUTHERN DISTRICT OF
NEW YORK BY  REGISTERED  OR CERTIFIED  MAIL,  RETURN  RECEIPT  REQUESTED,  OR BY
PERSONAL SERVICE  PROVIDED A REASONABLE TIME FOR APPEARANCE IS PERMITTED,  OR IN
SUCH OTHER



                                      -9-
<PAGE>

MANNER AS MAY BE PERMISSIBLE UNDER THE RULES OF SAID COURTS.  PLEDGOR WAIVES ANY
OBJECTION TO JURISDICTION  AND VENUE OF ANY ACTION  INSTITUTED  HEREON AND SHALL
NOT  ASSERT ANY  DEFENSE  BASED ON LACK OF  JURISDICTION  OR VENUE OR BASED UPON
FORUM NON CONVENIENS.

             (h) This  Agreement  may be executed  in one or more  counterparts,
each of which shall be deemed an original  and all of which when taken  together
shall constitute one and the same agreement.  Any signature delivered by a party
by facsimile transmission shall be deemed an original signature hereto.

                  [Remainder of Page Intentionally Left Blank]



















                                      -10-
<PAGE>


         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first written above.

                                       INCENTRA SOLUTIONS, INC.


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


                                       LAURUS MASTER FUND, LTD.


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








                                      -11-
<PAGE>


                    SCHEDULE A TO THE STOCK PLEDGE AGREEMENT

                                  PLEDGED STOCK

                                      STOCK CERTIFICATE                NUMBER OF
      ISSUER         CLASS OF STOCK          NUMBER       PAR VALUE      SHARES
     ------          --------------   -----------------   ---------    ---------

  ManagedStorage         common                1             $.001        100
International, Inc.








                                      -12-