Double-Take Software (DBTK) S-1/A IPO registration (amended)

Exhibit 23.02

Consent of Independent Auditors

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated July 17, 2006, with respect to the consolidated financial statements of Double-Take Software S.A.S. (formerly named Sunbelt System Software S.A.S.) as of and for the years ended December 31, 2005 and 2004 included in the Registration Statement (Form S-1 No. 333-136499) and related Prospectus of Double-Take Software Inc. for the registration of shares of its common stock.

Paris-La Défense, France

October 31, 2006

Ernst & Young Audit
Represented by Laure-Hélène de la Motte