EXHIBIT 10.2


                               SUBSIDIARY GUARANTY


Boulder, Colorado                                                August 18, 2004

         FOR VALUE RECEIVED,  and in consideration of note purchases from, loans
made or to be made or credit  otherwise  extended  or to be  extended  by Laurus
Master Fund, Ltd. ("Laurus") to or for the account of Incentra  Solutions,  Inc.
(formerly known as Front Porch Digital,  Inc.), a Nevada corporation ("Debtor"),
from time to time and at any time and for other good and valuable  consideration
and to induce Laurus, in its discretion, to purchase such notes, make such loans
or extensions of credit and to make or grant such renewals, extensions, releases
of collateral or  relinquishments  of legal rights as Laurus may deem advisable,
each of the undersigned  (and each of them if more than one, the liability under
this Guaranty  being joint and several)  (jointly and  severally  referred to as
"Guarantors " or "the  undersigned")  unconditionally  guaranties to Laurus, its
successors, endorsees and assigns, as of August 18, 2004 (the "Effective Date"),
the prompt  payment  when due  (whether by  acceleration  or  otherwise)  of all
present and future obligations and liabilities of any and all kinds of Debtor to
Laurus and of all  instruments of any nature  evidencing or relating to any such
obligations and liabilities  upon which Debtor or one or more parties and Debtor
is or may  become  liable  to  Laurus,  whether  incurred  by  Debtor  as maker,
endorser,  drawer, acceptor,  guarantors,  accommodation party or otherwise, and
whether  due or to become due,  secured or  unsecured,  absolute or  contingent,
joint or several,  and however or whenever  acquired by Laurus,  whether arising
under,  out of,  or in  connection  with (i) that  certain  Securities  Purchase
Agreement  dated as of May 13,  2004 by and  between  the Debtor and Laurus (the
"Securities  Purchase Agreement") and (ii) each Related Agreement referred to in
the Securities  Purchase  Agreement (the Securities  Purchase Agreement and each
Related Agreement,  as each may be amended,  modified,  restated or supplemented
from time to time, are collectively  referred to herein as the "Documents"),  or
any documents,  instruments or agreements  relating to or executed in connection
with the  Documents or any  documents,  instruments  or  agreements  referred to
therein or otherwise,  or any other indebtedness,  obligations or liabilities of
the Debtor to Laurus,  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 (all of which are herein collectively referred to as the
"Obligations"),  and  irrespective of the genuineness,  validity,  regularity or
enforceability of such Obligations,  or of any instrument  evidencing any of the
Obligations 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 the  Obligations  in any case commenced by or against Debtor under
Title 11, United States Code,  including,  without  limitation,  obligations  or
indebtedness of Debtor for post-petition interest,  fees, costs and charges that
would have accrued or been added to the Obligations but for the  commencement of
such case.  Terms not otherwise  defined herein shall have the meaning  assigned
such  terms  in the  Securities  Purchase  Agreement  and  the  Master  Security
Agreement  dated  as of May 13,  2004  by and  between  Debtor  and  Laurus,  as
applicable.  In furtherance of the foregoing,  the undersigned  hereby agrees as
follows:


                                      -13-
<PAGE>

         1.    NO IMPAIRMENT.  Laurus  may  at  any time  and from time to time,
either  before or after  the  maturity  thereof,  without  notice to or  further
consent of the undersigned, extend the time of payment of, exchange or surrender
any  collateral  for,  renew or extend any of the  Obligations  or  increase  or
decrease the interest rate thereon,  or any other  agreement with Debtor or with
any other party to or person  liable on any of the  Obligations,  or  interested
therein, for the extension,  renewal, payment, compromise,  discharge or release
thereof, in whole or in part, or for any modification of the terms thereof or of
any agreement  between  Laurus and Debtor or any such other party or person,  or
make any election of rights  Laurus may deem  desirable  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 (any of the foregoing, an "Insolvency
Law") without in any way impairing or affecting this Guaranty.  This  instrument
shall  be  effective  regardless  of the  subsequent  incorporation,  merger  or
consolidation of Debtor, or any change in the composition,  nature, personnel or
location of Debtor and shall extend to any successor entity to Debtor, including
a debtor in possession or the like under any Insolvency Law.

         2.    GUARANTY ABSOLUTE.  Subject  to   Section   5(c),  each   of  the
undersigned jointly and severally guarantees, as of the Effective Date, that the
Obligations  will be paid strictly in accordance with the terms of the Documents
and/or any other  document,  instrument or agreement  creating or evidencing the
Obligations,  regardless  of any law,  regulation  or order now or  hereafter in
effect in any  jurisdiction  affecting any of such terms or the rights of Debtor
with respect thereto.  Guarantors hereby knowingly accept the full range of risk
encompassed  within a contract of "continuing  guaranty" which risk includes the
possibility  that  Debtor  will  contract  additional   indebtedness  for  which
Guarantors may be liable hereunder after Debtor's financial condition or ability
to pay its  lawful  debts  when they fall due has  deteriorated,  whether or not
Debtor has properly  authorized  incurring  such  additional  indebtedness.  The
undersigned  acknowledge  that  (i)  no  oral  representations,   including  any
representations  to extend credit or provide other financial  accommodations  to
Debtor,  have been made by Laurus to induce the  undersigned  to enter into this
Guaranty and (ii) any extension of credit to the Debtor shall be governed solely
by the  provisions of the  Documents.  The liability of each of the  undersigned
under this Guaranty shall be absolute and unconditional,  in accordance with its
terms,  and shall remain in full force and effect  without  regard to, and shall
not be released, suspended, discharged, terminated or otherwise affected by, any
circumstance or occurrence whatsoever,  including,  without limitation:  (a) any
waiver,  indulgence,   renewal,  extension,  amendment  or  modification  of  or
addition,  consent or  supplement  to or  deletion  from or any other  action or
inaction  under or in  respect  of the  Documents  or any other  instruments  or
agreements  relating to the  Obligations  or any  assignment  or transfer of any
thereof,  (b) any lack of validity or  enforceability  of any  Document or other
documents,  instruments  or  agreements  relating  to  the  Obligations  or  any
assignment  or transfer of any thereof,  (c) any  furnishing  of any  additional
security to Laurus or its assignees or any acceptance  thereof or any release of
any  security  by Laurus or its  assignees,  (d) any  limitation  on any party's
liability or obligation under the Documents or any other documents,  instruments
or agreements  relating to the  Obligations or any assignment or transfer of any
thereof or any invalidity or unenforceability,  in whole or in part, of any such
document,  instrument  or agreement  or any term  thereof,  (e) any  bankruptcy,
insolvency, reorganization, composition, adjustment, dissolution, liquidation or
other like  proceeding  relating to Debtor,  or any action taken with respect to
this  Guaranty  by any  trustee  or




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<PAGE>

receiver,  or by  any  court,  in  any  such  proceeding,  whether  or  not  the
undersigned  shall have notice or  knowledge  of any of the  foregoing,  (f) any
exchange,  release  or  nonperfection  of any  collateral,  or any  release,  or
amendment  or waiver of or consent to  departure  from any guaranty or security,
for all or any of the  Obligations  or (g) any other  circumstance  which  might
otherwise constitute a defense available to, or a discharge of, the undersigned.
Any amounts due from the  undersigned  to Laurus shall bear interest  until such
amounts are paid in full at the highest rate then applicable to the Obligations.
Obligations include post-petition interest whether or not allowed or allowable.

         3.    WAIVERS.

               (a) This Guaranty is a guaranty of payment and not of collection.
Laurus  shall be under no  obligation  to  institute  suit,  exercise  rights or
remedies or take any other action against Debtor or any other person liable with
respect to any of the  Obligations or resort to any collateral  security held by
it to secure any of the Obligations as a condition  precedent to the undersigned
being  obligated to perform as agreed herein and each of the  Guarantors  hereby
waives any and all rights which it may have by statute or otherwise  which would
require  Laurus  to do any of the  foregoing.  Each  of the  Guarantors  further
consents  and agrees that  Laurus  shall be under no  obligation  to marshal any
assets in favor of  Guarantors,  or  against  or in payment of any or all of the
Obligations.  The  undersigned  hereby  waives all  suretyship  defenses and any
rights to  interpose  any  defense,  counterclaim  or offset of any  nature  and
description  which the undersigned may have or which may exist between and among
Laurus,  Debtor  and/or  the  undersigned  with  respect  to  the  undersigned's
obligations  under this  Guaranty,  or which Debtor may assert on the underlying
debt, including but not limited to failure of consideration, breach of warranty,
fraud, payment (other than cash payment in full of the Obligations),  statute of
frauds,  bankruptcy,  infancy, statute of limitations,  accord and satisfaction,
and usury.

               (b) Each of the  undersigned  further  waives  (i)  notice of the
acceptance  of this  Guaranty,  of the making of any such loans or extensions of
credit,  and of all notices and demands of any kind to which the undersigned may
be entitled, including, without limitation, notice of adverse change in Debtor's
financial  condition  or of any other fact which might  materially  increase the
risk of the undersigned and (ii) presentment to or demand of payment from anyone
whomsoever liable upon any of the Obligations,  protest, notices of presentment,
non-payment  or protest  and notice of any sale of  collateral  security  or any
default of any sort.

               (c)   Notwithstanding   any  payment  or  payments  made  by  the
undersigned hereunder,  or any setoff or application of funds of the undersigned
by Laurus,  the undersigned shall not be entitled to be subrogated to any of the
rights of Laurus  against Debtor or against any collateral or guarantee or right
of offset  held by Laurus  for the  payment  of the  Obligations,  nor shall the
undersigned seek or be entitled to seek any  contribution or reimbursement  from
Debtor in respect  of  payments  made by the  undersigned  hereunder,  until all
amounts owing to Laurus by Debtor on account of the Obligations are paid in full
and Laurus'  obligation  to extend credit  pursuant to the  Documents  have been
terminated.  If, notwithstanding the foregoing,  any amount shall be paid to the
undersigned  on account of such  subrogation  rights at any time when all of the



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<PAGE>

         Obligations shall not have been paid in full and Laurus'  obligation to
         extend credit pursuant to the Documents shall not have been terminated,
         such  amount  shall be held by the  undersigned  in trust  for  Laurus,
         segregated  from other funds of the  undersigned,  and shall  forthwith
         upon,  and in any event within two (2) business days of, receipt by the
         undersigned, be turned over to Laurus in the exact form received by the
         undersigned  (duly endorsed by the undersigned to Laurus, if required),
         to be applied against the Obligations, whether matured or unmatured, in
         such order as Laurus may  determine,  subject to the  provisions of the
         Documents.  Any and all present  and future  debts and  obligations  of
         Debtor to any of the  undersigned  are hereby  waived and  postponed in
         favor of, and  subordinated to the full payment and performance of, all
         present and future debts and Obligations of Debtor to Laurus.

         4.    SECURITY.  All sums at any time to the credit  of the undersigned
and any property of the  undersigned in Laurus'  possession or in the possession
of any bank, financial  institution or other entity that directly or indirectly,
through one or more  intermediaries,  controls or is controlled  by, or is under
common control with, Laurus (each such entity,  an "Affiliate")  shall be deemed
held by Laurus or such  Affiliate,  as the case may be, as security  for any and
all of the  undersigned's  obligations to Laurus and to any Affiliate of Laurus,
no matter how or when  arising and whether  under this or any other  instrument,
agreement or otherwise.

         5.    REPRESENTATIONS   AND   WARRANTIES.  Each   of  the   undersigned
respectively, hereby jointly and severally represents and warrants (all of which
representations   and  warranties   shall  survive  until  all  Obligations  are
indefeasibly   satisfied  in  full  and  the  Documents  have  been  irrevocably
terminated), that:

               (a)   CORPORATE STATUS.  It  is  a  corporation,  partnership  or
         limited liability company, as the case may be, duly organized,  validly
         existing and in good  standing  under the laws of its  jurisdiction  of
         organization indicated on the signature page hereof and has full power,
         authority  and  legal  right  to own its  property  and  assets  and to
         transact the business in which it is engaged.

               (b)   AUTHORITY  AND  EXECUTION. It has full power, authority and
         legal right to execute  and  deliver,  and to perform  its  obligations
         under, this Guaranty and has taken all necessary corporate, partnership
         or limited liability  company,  as the case may be, action to authorize
         the execution, delivery and performance of this Guaranty.

               (c)   LEGAL,  VALID   AND   BINDING   CHARACTER.  This   Guaranty
         constitutes  its legal,  valid and binding  obligation  enforceable  in
         accordance with its terms,  except as enforceability  may be limited by
         applicable bankruptcy, insolvency, reorganization,  moratorium or other
         laws of general  application  affecting the  enforcement  of creditor's
         rights and general  principles of equity that restrict the availability
         of equitable or legal remedies.

               (d)   VIOLATIONS. The execution, delivery and performance of this
         Guaranty will not violate any  requirement  of law  applicable to it or
         any  contract,  agreement or instrument to it is a party or by which it
         or any of its property is bound or result in the creation or imposition
         of any mortgage,  lien or other encumbrance other than to Laurus



                                      -16-
<PAGE>

         on any of its property or assets  pursuant to the  provisions of any of
         the foregoing,  which, in any of the foregoing cases,  could reasonably
         be  expected  to  have,  either  individually  or in the  aggregate,  a
         Material Adverse Effect.

               (e)   CONSENTS  OR  APPROVALS. No consent of any other  person or
         entity (including, without limitation, any creditor of the undersigned)
         and  no  consent,   license,  permit,  approval  or  authorization  of,
         exemption  by,  notice  or  report  to,  or  registration,   filing  or
         declaration with, any governmental  authority is required in connection
         with the execution, delivery,  performance,  validity or enforceability
         of this Guaranty by it, except to the extent that the failure to obtain
         any of the foregoing  could not reasonably be expected to have,  either
         individually or in the aggregate, a Material Adverse Effect.

               (f)   LITIGATION. No litigation,  arbitration,  investigation  or
         administrative  proceeding  of  or  before  any  court,  arbitrator  or
         governmental  authority,  bureau or agency is currently  pending or, to
         the best of its knowledge, threatened (i) with respect to this Guaranty
         or any of the  transactions  contemplated  by  this  Guaranty  or  (ii)
         against or affecting  it, or any of its property or assets,  which,  in
         each of the foregoing cases, if adversely determined,  could reasonably
         be expected to have a Material Adverse Effect.

               (g)  FINANCIAL  BENEFIT.  It has  derived or expects to  derive a
         financial  or other  advantage  from each and every  loan,  advance  or
         extension  of credit  made  under  the  Documents  or other  Obligation
         incurred by the Debtor to Laurus.

         6.    ACCELERATION.

               (a)  If any breach of any covenant or condition or other event of
         default  shall  occur and be  continuing  under any  agreement  made by
         Debtor or any of the undersigned to Laurus,  or either Debtor or any of
         the undersigned should at any time become insolvent,  or make a general
         assignment,  or if a proceeding in or under any Insolvency Law shall be
         filed or commenced by, or in respect of, any of the undersigned,  or if
         a notice of any  lien,  levy,  or  assessment  is filed of record  with
         respect to any assets of any of the undersigned by the United States of
         America or any department,  agency, or instrumentality  thereof,  or if
         any taxes or debts owing at any time or times  hereafter  to any one of
         them becomes a lien or encumbrance  upon any assets of the  undersigned
         in Laurus' possession,  or otherwise, any and all Obligations shall for
         purposes hereof,  at Laurus' option,  be deemed due and payable without
         notice  notwithstanding  that any such  Obligation  is not then due and
         payable by Debtor.

               (b)   Each of the undersigned  will promptly notify Laurus of any
         default by such undersigned in its respective performance or observance
         of any term or condition of any agreement to which the undersigned is a
         party if the effect of such  default is to cause,  or permit the holder
         of any  obligation  under such agreement to cause,  such  obligation to
         become due prior to its stated  maturity  and, if such an event occurs,
         Laurus  shall  have  the  right  to   accelerate   such   undersigned's
         obligations hereunder.

         7.    PAYMENTS  FROM  GUARANTORS.   Laurus,  in  its  sole and absolute
discretion,  with or without notice to the undersigned,  may apply on account of
the  Obligations any payment from


                                      -17-
<PAGE>

the undersigned or any other  guarantors,  or amounts realized from any security
for the  Obligations,  or may  deposit  any and all such  amounts  realized in a
non-interest  bearing  cash  collateral  deposit  account  to be  maintained  as
security for the Obligations.

         8.    COSTS. The undersigned  shall pay on demand, all costs,  fees and
expenses  (including  expenses  for legal  services of every  kind)  relating or
incidental to the enforcement or protection of the rights of Laurus hereunder or
under any of the Obligations.

         9.    NO TERMINATION.  This  is  a  continuing irrevocable guaranty and
shall remain in full force and effect and be binding upon the  undersigned,  and
each of the undersigned's  successors and assigns,  until all of the Obligations
have been paid in full and Laurus'  obligation to extend credit  pursuant to the
Documents  has been  irrevocably  terminated.  If any of the  present  or future
Obligations are guarantied by persons,  partnerships or corporations in addition
to the undersigned,  the death,  release or discharge in whole or in part or the
bankruptcy, merger, consolidation,  incorporation, liquidation or dissolution of
one or more of them  shall  not  discharge  or  affect  the  liabilities  of any
undersigned under this Guaranty.

         10.   RECAPTURE.   Anything   in   this   Guaranty   to  the   contrary
notwithstanding,  if Laurus  receives  any payment or payments on account of the
liabilities guaranteed hereby, 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
any Insolvency Law, common law or equitable doctrine,  then to the extent of any
sum not finally  retained by Laurus,  the  undersigned's  obligations  to Laurus
shall be reinstated  and this Guaranty shall remain in full force and effect (or
be reinstated) until payment shall have been made to Laurus, which payment shall
be due on demand.

         11.   BOOKS AND  RECORDS. The books and  records of Laurus  showing the
account  between Laurus and Debtor shall be admissible in evidence in any action
or  proceeding,  shall  be  binding  upon the  undersigned  for the  purpose  of
establishing  the items therein set forth and shall constitute prima facie proof
thereof.

         12.   NO WAIVER.  No failure  on the part of Laurus to exercise, and no
delay in exercising,  any right,  remedy or power  hereunder  shall operate as a
waiver thereof, nor shall any single or partial exercise by Laurus of any right,
remedy or power  hereunder  preclude  any other or future  exercise of any other
legal  right,  remedy or power.  Each and every  right,  remedy and power hereby
granted to Laurus or allowed it by law or other  agreement  shall be  cumulative
and not  exclusive of any other,  and may be exercised by Laurus at any time and
from time to time.

         13.   WAIVER  OF  JURY  TRIAL.  EACH  OF THE  UNDERSIGNED  DOES  HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY
ACTION OR  PROCEEDING  BASED ON OR WITH  RESPECT TO THIS  GUARANTY OR ANY OF THE
TRANSACTIONS   CONTEMPLATED   HEREBY  OR  RELATING  OR  INCIDENTAL  HERETO.  THE
UNDERSIGNED  DOES HEREBY CERTIFY THAT NO  REPRESENTATIVE  OR AGENT OF LAURUS HAS
REPRESENTED,  EXPRESSLY  OR  OTHERWISE,  THAT LAURUS  WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.




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<PAGE>

         14.   GOVERNING  LAW; JURISDICTION; AMENDMENTS. THIS INSTRUMENT  CANNOT
BE  CHANGED  OR  TERMINATED  ORALLY,  AND  SHALL  BE  GOVERNED,   CONSTRUED  AND
INTERPRETED AS TO VALIDITY,  ENFORCEMENT AND IN ALL OTHER RESPECTS IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT  HAVING  EFFECT TO  PRINCIPLES OF
CONFLICTS  OF  LAWS.  EACH  OF  THE  UNDERSIGNED   EXPRESSLY   CONSENTS  TO  THE
JURISDICTION AND VENUE OF THE SUPREME COURT OF THE STATE OF NEW YORK,  COUNTY OF
NEW YORK, AND OF THE UNITED STATES  DISTRICT COURT FOR THE SOUTHERN  DISTRICT OF
NEW YORK FOR ALL PURPOSES IN CONNECTION HEREWITH. ANY JUDICIAL PROCEEDING BY THE
UNDERSIGNED AGAINST LAURUS INVOLVING, DIRECTLY OR INDIRECTLY ANY MATTER OR CLAIM
IN ANY WAY ARISING OUT OF,  RELATED TO OR  CONNECTED  HEREWITH  SHALL BE BROUGHT
ONLY IN THE  SUPREME  COURT OF THE STATE OF NEW YORK,  COUNTY OF NEW YORK OR THE
UNITED  STATES  DISTRICT  COURT  FOR THE  SOUTHERN  DISTRICT  OF NEW  YORK.  THE
UNDERSIGNED  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 MANNER AS MAY BE
PERMISSIBLE UNDER THE RULES OF SAID COURTS.  EACH OF THE UNDERSIGNED  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.

         15.   SEVERABILITY.  To the extent  permitted  by  applicable  law, any
provision  of  this  Guaranty  which  is  prohibited  or  unenforceable  in  any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or   unenforceability  in  any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

         16.   AMENDMENTS,  Waivers.  No amendment or waiver of any provision of
this Guaranty nor consent to any departure by the undersigned therefrom shall in
any event be effective  unless the same shall be in writing  executed by each of
the undersigned directly affected by such amendment and/or waiver and Laurus.

         17.   NOTICE. All  notices,   requests  and  demands  to  or  upon  the
undersigned,  shall be in writing and shall be deemed to have been duly given or
made (a) when  delivered,  if by hand,  (b) three  (3) days  after  being  sent,
postage  prepaid,  if by  registered  or  certified  mail,  (c)  when  confirmed
electronically,  if by  facsimile,  or (d) when  delivered,  if by a  recognized
overnight  delivery  service in each event,  to the numbers  and/or  address set
forth beneath the signature of the undersigned.


                                      -19-
<PAGE>

         18.   SUCCESSORS.  Laurus may, from time to time, without notice to the
undersigned,  sell, assign,  transfer or otherwise dispose of all or any part of
the  Obligations  and/or  rights  under  this  Guaranty.  Without  limiting  the
generality of the foregoing,  Laurus may assign, or grant participations to, one
or more banks,  financial  institutions or other entities all or any part of any
of the  Obligations.  In each such event,  Laurus,  its  Affiliates and each and
every immediate and successive purchaser,  assignee, transferee or holder of all
or any part of the Obligations shall have the right to enforce this Guaranty, by
legal action or  otherwise,  for its own benefit as fully as if such  purchaser,
assignee,  transferee  or holder  were  herein by name  specifically  given such
right.  Laurus shall have an  unimpaired  right to enforce this Guaranty for its
benefit  with respect to that  portion of the  Obligations  which Laurus has not
disposed of, sold, assigned, or otherwise transferred.

         19.   RELEASE.  Nothing  except  payment or  performance in full of the
Obligations in accordance  with the terms of the Documents  shall release any of
the undersigned from liability under this Guaranty.

         IN WITNESS WHEREOF,  this Guaranty has been executed by the undersigned
as of the 18th day of August, 2004.


                                     MANAGED STORAGE  INTERNATIONAL, INC.



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






                                      -20-