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Exhibit 10.7
WAIVER AND SUBORDINATION AGREEMENT
This Waiver and Subordination Agreement ("Waiver"), dated as of
March
23, 2005, is entered into by and between INCENTRA SOLUTIONS,
INC., a Nevada
corporation (the "Company") and LAURUS MASTER FUND, LTD., a
Cayman Islands
company ("Laurus"), for the purpose of amending or waiving
certain terms of (i)
the Securities Purchase Agreement, dated as of May 13, 2004, by
and between the
Company and Laurus (as amended, modified or supplemented from
time to time, the
"SPA") and (ii) the Master Security Agreement, dated as of May
13, 2004, by and
between the Company and Laurus (as amended, modified or
supplemented from time
to time, the "MSA"). Capitalized terms used herein without
definition shall have
the meaning ascribed to such terms in the SPA or MSA, as
applicable.
WHEREAS, on or about March 24, 2005, the Company will acquire
PWI
Technologies, Inc., a Washington corporation ("PWI"); and,
WHEREAS, the Company shall hold PWI as a wholly owned
subsidiary; and
WHEREAS, Wells Fargo Bank, National Association ("WFB") is
providing
funding for the acquisition and a continuing credit facility for
PWI after the
acquisition and is requiring a security interest in certain
assets of PWI;
NOW, THEREFORE, in consideration of the above, and for other
good and
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