WELLS FARGO CONTINUING GUARANTY

Exhibit 10.7

WELLS FARGO CONTINUING GUARANTY

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TO: WELLS FARGO BANK, NATIONAL ASSOCIATION

1. GUARANTY; DEFINITIONS. In consideration of any credit or other financial

accommodation heretofore now or hereafter extended or made to STAR SOLUTIONS OF

DELAWARE, INC. ("Borrowers'), or any of them, by WELLS FARGO BANK, NATIONAL.

ASSOCIATION ("Bank"), and for other valuable consideration, the undersigned

INCENTRA SOLUTIONS, INC. ("Guarantor"), jointly and severally unconditionally

guarantees and promises to pay to Bank or order, on demand in lawful money of

the United States of America and in immediately available funds, any and all

Indebtedness of any of the Borrowers to Bank. The term "Indebtedness" is used

herein in its most comprehensive sense and includes any and all advances, debts,

obligations and liabilities of Borrowers, or any of them, heretofore, now or

hereafter made, incurred or created, whether voluntary or involuntary and

however arising, whether due or not due, absolute or contingent, liquidated or

unliquidated, determined or undetermined, and whether Borrowers may be liable

individually or jointly with others, or whether recovery upon such Indebtedness

may be or hereafter becomes unenforceable.

2. MAXIMUM LIABILTY; SUCCESSIVE TRANSACTIONS; REVOCATION; OBLIGATION UNDER OTHER

GUARANTIES. The liability of Guarantor shall not exceed at any time the sum of

$5,000,000.00 for principal, plus all interest thereon and costs and expenses

pertaining to the enforcement of this Guaranty and/or the collection of the

Indebtedness of any of the Borrowers to Bank. Notwithstanding the foregoing,

Bank may permit the Indebtedness of Borrowers to exceed Guarantor's liability.

This is a continuing guaranty and all rights, powers and remedies hereunder

shall apply to all past, present and future Indebtedness of each of the

Borrowers to Bank, including that arising under successive transactions which

shall either continue the Indebtedness, increase or decrease it, or from time to

time create new Indebtedness after all or any prior Indebtedness has been

satisfied, and notwithstanding the death, incapacity, dissolution, liquidation

or bankruptcy of any of the Borrowers or Guarantor or any other event or

proceeding affecting any of the Borrowers or Guarantor. This Guaranty shall not

apply to any new Indebtedness created after actual receipt by Bank of written

notice of its revocation as to such new Indebtedness; provided however, that

loans or advances made by Bank to any of the Borrowers after revocation under

commitments existing prior to receipt by Bank of such revocation, and

extensions, renewals or modifications, of any kind, of Indebtedness incurred by

any of the Borrowers or committed by Bank prior to receipt by Bank of such

revocation, shall not be considered new Indebtedness. Any such notice must be

sent to Bank by registered U.S. mail, postage prepaid, addressed to its office

at Colorado RCBO, 1740 Broadway, 3rd Floor, Denver, CO 80274, or at such other

address as Bank shall from time to time designate. Any payment by Guarantor with

respect to the Indebtedness shall not reduce Guarantor's maximum obligation

hereunder unless written notice to that effect is actually received by Rank at

or prior to the time of such payment. The obligations of Guarantor hereunder

shall be in addition to any obligations of Guarantor under any other guaranties

of any liabilities or obligations of any of the Borrowers or any other persons

heretofore or hereafter given to Bank unless said other guaranties are expressly

modified or revoked in writing; and this Guaranty shall not, unless expressly

herein provided, affect or invalidate any such other guaranties.

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3. OBLIGATIONS JOINT AND SEVERAL; SEPARATE ACTIONS; WAIVER OF STATUTE OF

LIMITATIONS; REINSTATEMENT OF LIABILITY. The obligations hereunder are joint and

several and independent of the obligations of Borrowers, and a separate action

or actions may be brought and prosecuted against Guarantor whether action is

brought against any of the Borrowers or any other person, or whether arty of the

Borrowers or any other person is joined in any such action or actions. Guarantor

acknowledges that this Guaranty is absolute and unconditional, there are no

conditions precedent to the effectiveness of this Guaranty, and this Guaranty is

in full force and effect and is binding on Guarantor as of the date written

below, regardless of whether Bank obtains collateral or any guaranties from

others or takes any other action contemplated by Guarantor. Guarantor waives the

benefit of any statute of limitations affecting Guarantor's liability hereunder

or the enforcement hereof, and Guarantor agrees that any payment of any

Indebtedness or other act which shall toll any statute of limitations applicable

thereto shall similarly operate to toll such statute of limitations applicable

to Guarantor's liability hereunder. The liability of Guarantor hereunder shall

be reinstated and revived and the rights of Bank shall continue if and to the

extent that for any reason any amount at any time paid on account of any

Indebtedness guaranteed hereby is rescinded or must otherwise be restored by

Bank, whether as a result of any proceedings in bankruptcy or reorganization or

otherwise, all ~s though such amount had not been paid. The determination as to

whether any amount so paid must be rescinded or restored shall be made by Bank

in its sole discretion; provided however, that if Bank chooses to contest any

such matter at the request of Guarantor, Guarantor agrees to indemnify and hold

Bank harmless from and against all costs and expenses, including reasonable

attorneys' fees, expended or incurred by Bank in connection therewith, including

without limitation, in any litigation with respect thereto,

4. AUTHORIZATIONS TO BANK. Guarantor authorizes Bank either before or after

revocation hereof, without notice to or demand on Guarantor, and without

affecting Guarantor's liability hereunder, from time to time to: (a) alter,

compromise, renew, extend, accelerate or otherwise change the time for payment

of, or otherwise change the terms of, the Indebtedness or any portion thereof,

including increase or decrease of the rate of interest thereon; (b) take and

hold security for the payment of this Guaranty or the Indebtedness or any

portion thereof, and exchange, enforce, waive, subordinate or release any such

security; (c) apply such security and direct the order or manner of sale

thereof, including without limitation, a non-judicial sale permitted by the

terms of the controlling security agreement, mortgage or deed of trust, as Bank

in its direction may determine; (d) release or substitute any one or more of the

endorsers or any other guarantors of the Indebtedness, or any portion thereof or

any portion thereof, or any other party thereto; and (e) apply payments received

by Bank from any of the Borrowers to any Indebtedness of any of the Borrowers to

Bank, in such order as Bank shall determine in its sole discretion, whether or

not such Indebtedness is covered by this Guaranty, and Guarantor hereby waives

any provision of law regarding application of payments which specifies

otherwise. Bank may without notice assign this Guaranty in whole or in part Upon

Bank's request. Guarantor agrees to provide to Bank copies of Guarantor's

financial Statements.

5. REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Bank

that: (a) this Guaranty is executed at Borrowers' request; (b) Guarantor shall

not, without Bank's prior written consent, sell, lease, assign, encumber,

hypothecate, transfer or otherwise dispose of all or a substantial or material

part of Guarantor's assets other than in the ordinary course of

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Guarantor's business; (c) Bank has made no representation to Guarantor as to the

creditworthiness of any of the Borrowers; and (d) Guarantor has established

adequate means of obtaining from each of the Borrowers on a continuing basis

financial and other information pertaining to Borrowers' financial condition.

Guarantor agrees to keep adequately informed from such means of any facts,

events or circumstances which might in arty way affect Guarantor's risks

hereunder, and Guarantor further agrees that Bank shall have no obligation to

disclose to Guarantor any information or material about any of the Borrowers

which is acquired by Bank In any manner.

6. GUARANTOR'S WAIVERS.

6.1 Guarantor waives any right to require Bank to: (a) proceed against any of

the Borrowers or any other person; (b) marshal assets or proceed against or

exhaust any security held from any of the Borrowers or any other person; (c)

give notice of the terms, time and place of any public or private sale or other

disposition of personal property security held from any of the Borrowers or any

other person; (d) take any action or pursue any other remedy in Bank's power; or

(a) make any presentment or demand for performance, or give any notice of

nonperformance, protest, notice of protest or notice of dishonor hereunder or in

connection With arty obligations or evidences of indebtedness held by Bank as

security for or which constitute in whole or in part the Indebtedness guaranteed

hereunder, or in connection with the creation of new or additional Indebtedness.

6.2 Guarantor waives any defense to its obligations hereunder based upon or

arising by reason of (a) any disability or other defense of any of the Borrowers

or any other person; (b) the cessation or limitation from any cause whatsoever,

other than payment in full, of the Indebtedness of any of the Borrowers or any

other person; (c) any lack of authority of any officer, director, partner, agent

or other person acting or purporting to act on behalf of any of the Borrowers

which is a corporation, partnership or other type of entity, or any defect in

the formation of any such Borrower; (d) the application by any of the Borrowers

of the proceeds of any Indebtedness for purposes other than the purposes

represented by Borrowers to, or intended or understood by, Bank or Guarantor;

(a) any act or omission by Bank which directly or indirectly results in or aids