SC 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b).

(Amendment No.     )*

Double-Take Software, Inc.

(Name of Issuer)

Common Stock, $.001 par value per share

(Title of Class of Securities)

258598101

                                (CUSIP Number)                                

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 258598101		Page 2 of 18 Pages
	SCHEDULE 13G

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	ABS Capital Partners IV, L.P.
	52-2253391
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  ¨
	(b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware, USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5    SOLE VOTING POWER
	N/A
	6    SHARED VOTING POWER
	5,550,318
	7    SOLE DISPOSITIVE POWER
	N/A
	8    SHARED DISPOSITIVE POWER
	5,550,318

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,550,318
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	27.1% (Based on 20,502,757 shares outstanding as filed on December 15, 2006 in the prospectus filed pursuant to Rule 424(b)(4) for the Issuer’s Registration Statement on Form S-1 (File No. 333-136499))
12	TYPE OF REPORTING PERSON*
	PN (Limited Partnership)

*SEE INSTRUCTIONS BEFORE FILLING OUT!

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	ABS Capital Partners IV-A, L.P. 52-2267973
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  ¨
	(b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware, USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5    SOLE VOTING POWER
	N/A
	6    SHARED VOTING POWER
	185,830
	7    SOLE DISPOSITIVE POWER
	N/A
	8    SHARED DISPOSITIVE POWER
	185,830

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	185,830
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.9% (Based on 20,502,757 shares outstanding as filed on December 15, 2006 in the prospectus filed pursuant to Rule 424(b)(4) for the Issuer’s Registration Statement on Form S-1 (File No. 333-136499))
12	TYPE OF REPORTING PERSON*
	PN (Limited Partnership)

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	ABS Capital Partners IV-Offshore, L.P.             98-0229680
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  ¨
	(b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5    SOLE VOTING POWER
	N/A
	6    SHARED VOTING POWER
	318,775
	7    SOLE DISPOSITIVE POWER
	N/A
	8    SHARED DISPOSITIVE POWER
	318,775

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	318,775
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.6% (Based on 20,502,757 shares outstanding as filed on December 15, 2006 in the prospectus filed pursuant to Rule 424(b)(4) for the Issuer’s Registration Statement on Form S-1 (File No. 333-136499))
12	TYPE OF REPORTING PERSON*
	PN (Limited Partnership)

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	ABS Capital Partners IV-Special Offshore, L.P.             98-0348024
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  ¨
	(b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5    SOLE VOTING POWER
	N/A
	6    SHARED VOTING POWER
	217,346
	7    SOLE DISPOSITIVE POWER
	N/A
	8    SHARED DISPOSITIVE POWER
	217,346

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	217,346
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.1% (Based on 20,502,757 shares outstanding as filed on December 15, 2006 in the prospectus filed pursuant to Rule 424(b)(4) for the Issuer’s Registration Statement on Form S-1 (File No. 333-136499))
12	TYPE OF REPORTING PERSON*
	PN (Limited Partnership)

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	ABS Partners IV, L.L.C. 52-2253290
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  ¨
	(b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware, USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5    SOLE VOTING POWER
	N/A
	6    SHARED VOTING POWER
	6,272,269
	7    SOLE DISPOSITIVE POWER
	N/A
	8    SHARED DISPOSITIVE POWER
	6,272,269

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,272,269
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	30.6% (Based on 20,502,757 shares outstanding as filed on December 15, 2006 in the prospectus filed pursuant to Rule 424(b)(4) for the Issuer’s Registration Statement on Form S-1 (File No. 333-136499))
12	TYPE OF REPORTING PERSON*
	CO (Limited Liability Company)

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	Donald B. Hebb, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  ¨
	(b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED STATES OF AMERICA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5    SOLE VOTING POWER
	N/A
	6    SHARED VOTING POWER
	6,272,269
	7    SOLE DISPOSITIVE POWER
	N/A
	8    SHARED DISPOSITIVE POWER
	6,272,269

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,272,269
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	30.6% (Based on 20,502,757 shares outstanding as filed on December 15, 2006 in the prospectus filed pursuant to Rule 424(b)(4) for the Issuer’s Registration Statement on Form S-1 (File No. 333-136499))
12	TYPE OF REPORTING PERSON*
	IN (Individual)

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	Timothy T. Weglicki
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  ¨
	(b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED STATES OF AMERICA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5    SOLE VOTING POWER
	N/A
	6    SHARED VOTING POWER
	6,272,269
	7    SOLE DISPOSITIVE POWER
	N/A
	8    SHARED DISPOSITIVE POWER
	6,272,269

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,272,269
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	30.6% (Based on 20,502,757 shares outstanding as filed on December 15, 2006 in the prospectus filed pursuant to Rule 424(b)(4) for the Issuer’s Registration Statement on Form S-1 (File No. 333-136499))
12	TYPE OF REPORTING PERSON*
	IN (Individual)

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	John D. Stobo, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  ¨
	(b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED STATES OF AMERICA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5    SOLE VOTING POWER
	N/A
	6    SHARED VOTING POWER
	6,272,269
	7    SOLE DISPOSITIVE POWER
	N/A
	8    SHARED DISPOSITIVE POWER
	6,272,269

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,272,269
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	30.6% (Based on 20,502,757 shares outstanding as filed on December 15, 2006 in the prospectus filed pursuant to Rule 424(b)(4) for the Issuer’s Registration Statement on Form S-1 (File No. 333-136499))
12	TYPE OF REPORTING PERSON*
	IN (Individual)

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	Phillip A. Clough
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  ¨
	(b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED STATES OF AMERICA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5    SOLE VOTING POWER
	N/A
	6    SHARED VOTING POWER
	6,272,269
	7    SOLE DISPOSITIVE POWER
	N/A
	8    SHARED DISPOSITIVE POWER
	6,272,269

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,272,269
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	30.6% (Based on 20,502,757 shares outstanding as filed on December 15, 2006 in the prospectus filed pursuant to Rule 424(b)(4) for the Issuer’s Registration Statement on Form S-1 (File No. 333-136499))
12	TYPE OF REPORTING PERSON*
	IN (Individual)

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	Frederic G. Emry
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  ¨
	(b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED STATES OF AMERICA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5    SOLE VOTING POWER
	N/A
	6    SHARED VOTING POWER
	6,272,269
	7    SOLE DISPOSITIVE POWER
	N/A
	8    SHARED DISPOSITIVE POWER
	6,272,269

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,272,269
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	30.6% (Based on 20,502,757 shares outstanding as filed on December 15, 2006 in the prospectus filed pursuant to Rule 424(b)(4) for the Issuer’s Registration Statement on Form S-1 (File No. 333-136499))
12	TYPE OF REPORTING PERSON*
	IN (Individual)

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	Ashoke Goswami
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  ¨
	(b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED STATES OF AMERICA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5    SOLE VOTING POWER
	N/A
	6    SHARED VOTING POWER
	6,272,269
	7    SOLE DISPOSITIVE POWER
	N/A
	8    SHARED DISPOSITIVE POWER
	6,272,269

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,272,269
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	30.6% (Based on 20,502,757 shares outstanding as filed on December 15, 2006 in the prospectus filed pursuant to Rule 424(b)(4) for the Issuer’s Registration Statement on Form S-1 (File No. 333-136499))
12	TYPE OF REPORTING PERSON*
	IN (Individual)

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	Ralph S. Terkowitz
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  ¨
	(b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED STATES OF AMERICA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5    SOLE VOTING POWER
	N/A
	6    SHARED VOTING POWER
	6,272,269
	7    SOLE DISPOSITIVE POWER
	N/A
	8    SHARED DISPOSITIVE POWER
	6,272,269

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,272,269
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	30.6% (Based on 20,502,757 shares outstanding as filed on December 15, 2006 in the prospectus filed pursuant to Rule 424(b)(4) for the Issuer’s Registration Statement on Form S-1 (File No. 333-136499))
12	TYPE OF REPORTING PERSON*
	IN (Individual)

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	Laura L. Witt
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  ¨
	(b)  ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED STATES OF AMERICA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5    SOLE VOTING POWER
	N/A
	6    SHARED VOTING POWER
	6,272,269
	7    SOLE DISPOSITIVE POWER
	N/A
	8    SHARED DISPOSITIVE POWER
	6,272,269

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,272,269
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	30.6% (Based on 20,502,757 shares outstanding as filed on December 15, 2006 in the prospectus filed pursuant to Rule 424(b)(4) for the Issuer’s Registration Statement on Form S-1 (File No. 333-136499))
12	TYPE OF REPORTING PERSON*
	IN (Individual)

Item 1	(a)	Name of Issuer:
		The name of the issuer is Double-Take Software, Inc., a Delaware corporation (the “Issuer”).
	(b)	Address of Issuer’s Principal Executive Offices:
		The principal executive office and mailing address of the Issuer is 257 Turnpike Road, Suite 210, Southborough MA 01772.
Item 2	(a)	Name of Person Filing:
		This Schedule is being filed by ABS Capital Partners IV, L.P., ABS Capital Partners IV-A, L.P., ABS Capital Partners IV-Offshore, L.P. and ABS Capital Partners IV-Special Offshore, L.P. (collectively referred to as the “Funds”); ABS Partners IV L.L.C., as the general partner of the Funds (the “General Partner”); and Donald B. Hebb, Jr., Phillip A. Clough, Timothy T. Weglicki, John D. Stobo, Jr., Frederic G. Emry, Ashoke Goswami, Ralph S. Terkowitz and Laura L. Witt, as the managers of the General Partner (the “Managers”, and, collectively with the Funds and the General Partners, the “Reporting Persons”).
	(b)	Address of Principal Business Office:
		The principal business address of the Reporting Persons is c/o ABS Capital Partners, 400 East Pratt Street, Suite 910, Baltimore, Maryland 21202.
	(c)	Citizenship:
		ABS Capital Partners IV, L.P. and ABS Capital Partners IV-A, L.P. are organized in Delaware. ABS Capital Partners IV-Offshore, L.P. and ABS Capital Partners IV-Special Offshore, L.P. are organized in the Cayman Islands. The General Partner is organized in Delaware. The Managers are citizens of the United States.
	(d)	Title of Class of Securities:
		This Schedule 13G relates to the Common Stock, par value $0.001 per share (the “Common Stock”).
	(e)	CUSIP Number:
		The CUSIP Number of the Common Stock is 258598101.
Item 3		If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
		N/A

Item 4		Ownership.
		Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned:
		ABS Capital Partners IV, L.P.: 5,550,318 ABS Capital Partners IV-A, L.P.: 185,830 ABS Capital Partners IV-Offshore, L.P.: 318,775 ABS Capital Partners IV-Special Offshore, L.P.: 217,346 The General Partner and the Managers: 6,272,269
	(b)	Percent of class (Based on 20,502,757 shares outstanding as filed on December 15, 2006 in the prospectus filed pursuant to Rule 424(b)(4) for the Issuer’s Registration Statement on Form S-1 (File No. 333-136499)):

	ABS Capital Partners IV, L.P.: 27.1% ABS Capital Partners IV-A, L.P.: 0.9% ABS Capital Partners IV-Offshore, L.P.: 1.6% ABS Capital Partners IV-Special Offshore, L.P.: 1.1% The General Partner and the Managers: 30.6%
(c)	Number of shares as to which the person has:

	(i)	Sole power to vote or to direct the vote:
	0
	(ii)	Shared power to vote or to direct the vote:
	ABS Capital Partners IV, L.P.: 5,550,318 ABS Capital Partners IV-A, L.P.: 185,830 ABS Capital Partners IV-Offshore, L.P.: 318,775 ABS Capital Partners IV-Special Offshore, L.P.: 217,346 The General Partner and the Managers: 6,272,269
	(iii)	Sole power to dispose or to direct the disposition of:
	0
	(iv)	Shared power to dispose or to direct the disposition of:
	ABS Capital Partners IV, L.P.: 5,550,318 ABS Capital Partners IV-A, L.P.: 185,830 ABS Capital Partners IV-Offshore, L.P.: 318,775 ABS Capital Partners IV-Special Offshore, L.P.: 217,346 The General Partner and the Managers: 6,272,269
Item 5	Ownership of Five Percent or Less of a Class.
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
Item 6	Ownership of More than Five Percent on Behalf of Another Person.
	N/A
Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
	N/A
Item 8	Identification and Classification of Members of the Group.
Item 9	Notice of Dissolution of Group.
	N/A
Item 10	Certifications.
	N/A

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2007

ABS Capital Partners IV, L.P.		John D. Stobo, Jr.
By:	/s/ James E. Stevenson, Jr.	By:	/s/ James E. Stevenson, Jr.
Name:	James E. Stevenson, Jr.	Name:	James E. Stevenson, Jr.
Title:	Attorney-in-fact	Title:	Attorney-in-fact
ABS Capital Partners IV-A, L.P.		Phillip A. Clough
By:	/s/ James E. Stevenson, Jr.	By:	/s/ James E. Stevenson, Jr.
Name:	James E. Stevenson, Jr.	Name:	James E. Stevenson, Jr.
Title:	Attorney-in-fact	Title:	Attorney-in-fact
ABS Capital Partners IV-Offshore, L.P.		Frederic G. Emry
By:	/s/ James E. Stevenson, Jr.	By:	/s/ James E. Stevenson, Jr.
Name:	James E. Stevenson, Jr.	Name:	James E. Stevenson, Jr.
Title:	Attorney-in-fact	Title:	Attorney-in-fact
ABS Capital Partners IV-Special Offshore, L.P.		Ashoke Goswami
By:	/s/ James E. Stevenson, Jr.	By:	/s/ James E. Stevenson, Jr.
Name:	James E. Stevenson, Jr.	Name:	James E. Stevenson, Jr.
Title:	Attorney-in-fact	Title:	Attorney-in-fact
ABS Partners IV, L.L.C.		Ralph S. Terkowitz
By:	/s/ James E. Stevenson, Jr.	By:	/s/ James E. Stevenson, Jr.
Name:	James E. Stevenson, Jr.	Name:	James E. Stevenson, Jr.
Title:	Attorney-in-fact	Title:	Attorney-in-fact
Donald B. Hebb, Jr.		Laura L. Witt
By:	/s/ James E. Stevenson, Jr.	By:	/s/ James E. Stevenson, Jr.
Name:	James E. Stevenson, Jr.	Name:	James E. Stevenson, Jr.
Title:	Attorney-in-fact	Title:	Attorney-in-fact
Timothy T. Weglicki
By:	/s/ James E. Stevenson, Jr.
Name:	James E. Stevenson, Jr.
Title:	Attorney-in-fact

INDEX TO EXHIBITS

Exhibit No.	Exhibit
99.1	Joint Filing Agreement, dated February 14, 2007, between ABS Capital Partners IV, L.P., ABS Capital Partners IV-A, L.P., ABS Capital Partners IV-Offshore, L.P., ABS Capital Partners IV-Special Offshore, L.P., ABS Partners IV, L.L.C., Donald B. Hebb, Jr., Timothy T. Weglicki, John D. Stobo, Jr., Phillip A. Clough, Frederic G. Emry, Ashoke Goswami, Ralph S. Terkowitz and Laura L. Witt
99.2	Power of Attorney, dated February 14, 2007, on behalf of ABS Capital Partners IV, L.P., ABS Capital Partners IV-A, L.P., ABS Capital Partners IV-Offshore, L.P., ABS Capital Partners IV-Special Offshore, L.P., ABS Partners IV, L.L.C., Donald B. Hebb, Jr., Timothy T. Weglicki, John D. Stobo, Jr., Phillip A. Clough, Frederic G. Emry, Ashoke Goswami, Ralph S. Terkowitz and Laura L. Witt

EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.001 par value, of Double-Take Software, Inc. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.

Date: February 14, 2007

ABS Capital Partners IV, L.P.		John D. Stobo, Jr.
By:	/s/ James E. Stevenson, Jr.	By:	/s/ James E. Stevenson, Jr.
Name:	James E. Stevenson, Jr.	Name:	James E. Stevenson, Jr.
Title:	Attorney-in-fact	Title:	Attorney-in-fact
ABS Capital Partners IV-A, L.P.		Phillip A. Clough
By:	/s/ James E. Stevenson, Jr.	By:	/s/ James E. Stevenson, Jr.
Name:	James E. Stevenson, Jr.	Name:	James E. Stevenson, Jr.
Title:	Attorney-in-fact	Title:	Attorney-in-fact
ABS Capital Partners IV-Offshore, L.P.		Frederic G. Emry
By:	/s/ James E. Stevenson, Jr.	By:	/s/ James E. Stevenson, Jr.
Name:	James E. Stevenson, Jr.	Name:	James E. Stevenson, Jr.
Title:	Attorney-in-fact	Title:	Attorney-in-fact
ABS Capital Partners IV-Special Offshore, L.P.		Ashoke Goswami
By:	/s/ James E. Stevenson, Jr.	By:	/s/ James E. Stevenson, Jr.
Name:	James E. Stevenson, Jr.	Name:	James E. Stevenson, Jr.
Title:	Attorney-in-fact	Title:	Attorney-in-fact
ABS Partners IV, L.L.C.		Ralph S. Terkowitz
By:	/s/ James E. Stevenson, Jr.	By:	/s/ James E. Stevenson, Jr.
Name:	James E. Stevenson, Jr.	Name:	James E. Stevenson, Jr.
Title:	Attorney-in-fact	Title:	Attorney-in-fact
Donald B. Hebb, Jr.		Laura L. Witt
By:	/s/ James E. Stevenson, Jr.	By:	/s/ James E. Stevenson, Jr.
Name:	James E. Stevenson, Jr.	Name:	James E. Stevenson, Jr.
Title:	Attorney-in-fact	Title:	Attorney-in-fact
Timothy T. Weglicki
By:	/s/ James E. Stevenson, Jr.
Name:	James E. Stevenson, Jr.
Title:	Attorney-in-fact

EX-99.2

EXHIBIT 99.2

POWER OF ATTORNEY

Effective February 14, 2007 each of the undersigned (each a “Grantor” and together the “Grantors”) does hereby make, constitute and appoint each of James E. Stevenson, Jr. and Jeffrey Elburn, (and any other individual designated in writing by one of the attorneys-in-fact), acting individually, such Grantor’s true and lawful attorney, to execute and deliver in its name and on its behalf whether the Grantor is acting individually or as representative of others, any and all filings required to be made by the Grantor under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Grantor under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Grantor might or could do if personally present (if the Grantor is an individual) or by one of its authorized signatories (if the Grantor is an entity), hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing with respect to a Grantor by such Grantor or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be a member / partner of ABS Partners IV, LLC or one of its affiliates.

ABS Capital Partners IV, L.P.		By:	/s/ Donald B. Hebb, Jr.
By:	ABS Partners IV, L.L.C.	Name:	Donald B. Hebb, Jr.
	Its General Partner
By:	/s/ James E. Stevenson, Jr.
Name:	James E. Stevenson, Jr.	By:	/s/ Timothy T. Weglicki
Title:	Managing Member	Name:	Timothy T. Weglicki
ABS Capital Partners IV-A, L.P.
By:	ABS Partners IV, L.L.C.	By:	/s/ John D. Stobo, Jr.
	Its General Partner	Name:	John D. Stobo, Jr.
By:	/s/ James E. Stevenson, Jr.
Name:	James E. Stevenson, Jr.	By:	/s/ Phillip A. Clough
Title:	Managing Member	Name:	Phillip A. Clough
ABS Capital Partners IV-Offshore, L.P.
By:	ABS Partners IV, L.L.C.	By:	/s/ Frederic G. Emry
	Its General Partner	Name:	Frederic G. Emry
By:	/s/ James E. Stevenson, Jr.
Name:	James E. Stevenson, Jr.	By:	/s/ Ashoke Goswami
Title:	Managing Member	Name:	Ashoke Goswami
ABS Capital Partners IV-Special Offshore, L.P.
By:	ABS Partners IV, L.L.C.	By:	/s/ Ralph S. Terkowitz
	Its General Partner	Name:	Ralph S. Terkowitz
By:	/s/ James E. Stevenson, Jr.	By:	/s/ Laura L. Witt
Name:	James E. Stevenson, Jr.	Name:	Laura L. Witt
Title:	Managing Member
ABS Partners IV, L.L.C.
By:	/s/ James E. Stevenson, Jr.
Name:	James E. Stevenson, Jr.
Title:	Managing Member