The  Company  is  required  to  pay  all  fees and expenses incident to the
registration  of  the  shares.  The  Company has agreed to indemnify the selling
stockholders  against certain losses, claims, damages and liabilities, including
liabilities  under  the  Securities  Act.

                                       16

<PAGE>

                                    GUARANTY
                                   (Corporate)

New  York,  New  York
                                                              December  4,  2002


     FOR  VALUE RECEIVED, and in consideration of investments 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 Comverge Technologies, Inc. ("Debtor") from
time  to  time  and  at  any time pursuant to that certain Purchase and Security
Agreement,  dated as of the date hereof (the "Purchase Agreement") and for other
good  and  valuable  consideration  and  to  induce Laurus to 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 or as
required by the Purchase Agreement or the Note, the undersigned (the "Guarantor"
or  "the  undersigned")  unconditionally  guaranties  to Laurus, its successors,
endorsees  and  assigns  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 under the Note (as defined in the Purchase Agreement)
and  of  all  instruments  of  any  nature  evidencing  or  relating to any such
obligations  and  liabilities under the Note  upon which Debtor is or may become
liable to Laurus, whether secured or unsecured, absolute or contingent, joint or
several,  or  arising  under  the  Note  or  under any documents, instruments or
agreements relating to or executed in connection with the Note or any documents,
instruments  or  agreements referred to therein (together with the Note, as each
may  be  amended,  modified,  restated  or  supplemented  from time to time, the
"Documents"),  or otherwise (all of which are herein collectively referred to as
the "Obligations"), and irrespective of the genuineness, validity, regularity or
enforceability  of 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.
In  furtherance  of  the  foregoing,  the  undersigned hereby agrees as follows:

     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, and may also make any 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.

<PAGE>

     2.     GUARANTY  ABSOLUTE.  The undersigned guarantees that the Obligations
will  be paid strictly in accordance with the terms of the Note 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.  Guarantor  hereby knowingly accepts 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 Guarantor 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 acknowledges
that  any  extension  of  credit  to  the Debtor shall be governed solely by the
provisions  of  the  Documents.  The  liability  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  by  (to  the extent permitted by
law):  (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 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 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  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
security,  for all or any of the Obligations or (g) any other circumstance which
would  otherwise  constitute  a  defense  available  to,  or a discharge of, the
undersigned.  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  or  performance.  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
Guarantor  hereby  waives  any  and  all  rights which it may have by statute or
otherwise  which  would  require  Laurus  to do any of the foregoing.  Guarantor
further  consents and agrees that Laurus shall be under no obligation to marshal
any  assets in favor of Guarantor, 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 Obliga-tions), statute of
frauds,  bankruptcy,  infancy,  statute of limitations, accord and satisfaction,
and  usury.

               (b)  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

                                        2
<PAGE>
undersigned  and  (ii)  presentment  to  or demand of payment from Debtor or the
Guarantor, 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
made 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  the  Documents have been terminated. If, notwithstanding the foregoing, any
amount paid to the undersigned on account of such subrogation rights at any time
when  all  of the Obligations shall not have been paid in full and 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 three (3) 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 the undersigned are hereby
waived  and  postponed  in  favor  of,  and subordinated to the full payment and
performance  of,  all  Obligations  of  Debtor  to  Laurus.

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

               (a)  CORPORATE  STATUS.  The  undersigned  is  a corporation duly
          organized, validly existing and in good standing under the laws of the
          State of Delaware and has full power, authority and legal right to own
          its  property  and  assets and to transact the business in which it is
          engaged,  except  where  such failure does not have a material adverse
          effect  on the business, operations, assets or condition, financial or
          otherwise,  of  the  undersigned  ("Material  Adverse  Effect").

               (b)  AUTHORITY  AND  EXECUTION.  The  undersigned 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
          and  legal action to authorize the execution, delivery and performance
          of  this  Guaranty.

               (c) LEGAL, VALID AND BINDING CHARACTER. This Guaranty constitutes
          the legal, valid and binding obligation of the undersigned enforceable
          in  accordance with its terms, except as enforceability may be limited
          by  applicable  Insolvency  Law.

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

                                        3
<PAGE>
               (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.

               (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 knowledge of the undersigned, threatened (i) with respect to
          this Guaranty or any of the transactions contemplated by this Guaranty
          or  (ii)  against  or affecting the undersigned, or any of property or
          assets  of the undersigned, which, if adversely determined, would have
          a  Material  Adverse  Effect.

               (g)  FINANCIAL BENEFIT. The undersigned 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  Debtor  to  Laurus.

     5.     ACCELERATION.  (a)     If  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,  the
undersigned,  or if a notice of any lien, levy, or assessment is filed of record
with respect to any assets 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's possession, or
otherwise,  except  if  any  such  lien or encumbrances does not have a Material
Adverse  Effect,  any and all Obligations shall for purposes hereof, at Laurus's
option,  be  deemed due and payable without notice notwithstanding that any such
Obligation  is  not  then  due  and  payable  by  Debtor.

               (b) The undersigned will promptly notify Laurus of any default by
the undersigned in the 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  except  for  any  such  defaults  that  does not have a Material Adverse
Effect,  Laurus shall have the right to accelerate the undersigned's obligations
hereunder.

     6.     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.

     7.     NO TERMINATION.  This is a continuing irrevocable guaranty and shall
remain  in  full  force  and effect and be binding upon the undersigned, and the
undersigned's  successors  and  assigns,  until all of the Obligations have been
paid  in  full and the Documents have been 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  the  undersigned  under  this  Guaranty.

     8.     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

                                        4
<PAGE>
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.

     9.     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.

     10.     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.

     11.     WAIVER  OF  JURY  TRIAL.  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.

     12.     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.  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.  THE  UNDERSIGNED  WAIVES  ANY

                                        5
<PAGE>
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.
-----  ---  ----------

     13.     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.

     14.     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 the
undersigned  and  Laurus.

     15.     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 transmission
confirmed  electronically  or  by  a transaction report, if by facsimile, or (d)
when  delivered,  if by a reputable overnight delivery service in each event, to
the  numbers  and/or address set forth beneath the signature of the undersigned,
with  a copy to Sheldon Krause, Esq., Ehrenreich Eilenberg & Krause LLP, 11 East
44th  Street,  17th  Floor,  New  York,  NY  10017,  facsimile:  212-986-2399.

     16.     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.

     17.     RELEASE.  Nothing  except  the  termination of this Guaranty as set
forth  in  Section  8  hereof shall release the undersigned from liability under
this  Guaranty.

                                        6
<PAGE>

     IN WITNESS WHEREOF, this Guaranty has been executed by the undersigned this
 4TH day  of  December,  2002.


                                    DATA  SYSTEMS  &  SOFTWARE  INC.


                                    By:_________________________________________
                                    Name:  George  Morgenstern
                                    Title: President and Chief Executive Officer

                                    Address:     200  Route  17  South
                                                 Mahwah,  New  Jersey  07430
                                    Facsimile  No.:  201-529-3163


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