**PROMISSORY
      NOTE**




**$300,000**
            **Mahwah,
                New Jersey****December
                31, 2006**





ACORN
      FACTOR, INC., a Delaware corporation (the “ **Borrower** ”),
      for
      value received, hereby unconditionally promises to pay to JOHN A. MOORE (the
      “ **Lender** ”)
      at
      such place as may be designated from time to time by the Lender, on June 30,
      2007 (the “Maturity Date”), or earlier as provided below (the “Payment Date”),
      the principal sum of Three Hundred Thousand Dollars ($300,000.00).





This
      Note
      shall bear interest at a rate of 9.50% per annum (the “Interest
      Rate”).





Interest
      will be calculated based on a year of 365 days for the actual number of days
      elapsed. Payment of all accrued and unpaid interest shall be due and payable
      on
      the Payment Date.





The
      Borrower shall have the right to repay at any time prior to the Maturity Date,
      without premium or penalty, all of the principal indebtedness evidenced by
      this
      Note, together with accrued interest on the principal to the date of such
      prepayment; provided, however, that this Note shall become immediately due
      and
      payable to the extent net proceeds are raised by Borrower through any equity
      or
      debt financing or sale of shares of stock of Comverge, Inc.





At
      the
      option of the Lender, this Note, with accrued interest, shall become immediately
      due and payable, without demand and notice, upon the (i) the insolvency or
      failure of the Borrower to generally pay its debts as they come due, (ii)
      assignment for the benefit of creditors of, or appointment of a receiver or
      other officer for, all or any part of the Borrower’s property or (iii)
      adjudication of bankruptcy, or filing of a petition under any bankruptcy or
      debtor’s relief law by or against Borrower.





No
      failure by the Lender hereof to exercise, and no delay in exercising, any right
      or remedy hereunder precludes any other or further exercise thereof or the
      exercise of any other right or remedy. The rights and remedies of the Lender
      as
      herein specified are cumulative and not exclusive or any other rights of
      remedies which such holder may otherwise have.





No
      rescission, waiver, forbearance, release or amendment of any provision of this
      Note shall be made, except by a written agreement duly executed by the Borrower
      and the Lender.





It
      is the
      express intention of the Lender and the Borrower that nothing contained in
      this
      Note shall require Borrower to pay any interest at a rate exceeding the maximum
      permissible rate (which means the rate that if exceeded could, under applicable
      law, result in civil or criminal penalties being imposed on Lender or result
      in
      Lender being unable to enforce payment or repayment of all or part of the
      principal of, or the interest due or to become due on the Note). If the Borrower
      should pay, or Lender should collect or receive any interest in excess of the
      rate specified in the preceding sentence, such payment shall be deemed to be
      the
      property of the Borrower in all regards, and shall be held in trust by Lender
      for the benefit of the Borrower, and shall be repaid to the Borrower with
      interest accrued thereon from the date of receipt by Lender to the date of
      repayment to the Borrower, at the overnight federal funds rate as determined
      by
      Lender.










This
      Note
      shall be governed by and construed in accordance with the laws of the State
      of
      Delaware, without regard to principles of conflicts of laws. This Note shall
      be
      binding upon the successors and assigns of the Borrower and inure to the benefit
      of the Lender and his successors and assigns.





The
      Borrower agrees to pay all costs and expenses incurred by the holder hereof
      in
      enforcing this Note, including, without limitation, attorneys' fees and
      disbursements incurred in connection therewith, to the extent permitted by
      law.





IN
      WITNESS WHEREOF, the undersigned has executed this Note as of the day and year
      first above written.




ACORN
              FACTOR,
              INC.By:
            /s/Michael
              BarthName:
                Michael Barth
              Title:Chief Financial OfficerACKNOWLEDGED:




/s/
              John A.
              MooreJohn
                A. Moore