Comverge, Inc. Closes on $13 Million

Private Equity Financing

FLORHAM PARK, NJ, April 9, 2003–Comverge, Inc. (formerly Comverge Technologies, Inc.), a leading company in the Energy Intelligence industry announced today the completion of its previously announced private equity financing in the amount of $13 million. The syndicate of investors includes leading venture capital firms from the United States and Europe. The financing round was led by N^th Power and includes E.ON Venture Partners GmbH, an affiliate of E.ON AG (NYSE: EON), EnerTech Capital, Shell Internet Ventures, an affiliate of the Royal Dutch/Shell Group of Companies (NYSE: RD) and Easton Hunt Capital Partners, L.P. in the syndicate as new shareholders. Data Systems & Software Inc. (NASDAQ: DSSI) also participated in the round and remains Comverge, Inc.’s largest shareholder.

Tim Woodward, a Managing Director at Nth Power said: "We have followed Comverge's progress for several years and feel they are very well positioned to lead the electric utility industry's movement to more advanced load management solutions and price-responsive programs.  All of the investors in the syndicate can help to accelerate the company's market penetration through a combination of capital and strategic connections."

In addition, Comverge announced that it finalized terms for new credit arrangements totaling $6.5 million with a leading financial institution. This transaction allows Comverge to consolidate its long-term debt at attractive rates and to access a larger line of credit for working capital needs.

Proceeds from the equity and debt financings will be used to fund Comverge’s internal growth opportunities, including the installation of a major Virtual Peaking Capacity™ system for a large electric utility and the advanced development of the company’s Maingate^® and Direct Load Control product lines.

Robert M. Chiste, Chief Executive Officer of Comverge, stated: “We are very pleased to have received funding from such a prominent group of international energy investors. The financial and strategic relationships that these investors bring will afford Comverge the opportunity to demonstrate significant growth. The investors include premier energy-related venture capitalists whose limited partners include a large number of utility companies who may be potential customers for Comverge. Additionally, the parent company of E.ON Ventures is the largest utility in the world, and the parent company of Shell Internet Ventures is one of the largest energy companies in the world. These relationships provide Comverge significant strategic advantage. With our solid base of business and customers, enhanced by the marquee investor group, Comverge is clearly positioned to become a premier player in the industry.”

In commenting on the financing, George Morgenstern, President and CEO of DSSI stated: "We are pleased to welcome the new investors in Comverge. This financing from premier energy venture investors ratifies the confidence which we have expressed over the years in Comverge's business and its solid leadership team, led by Bob Chiste. This investment will allow Comverge to advance to the next level towards its goal of becoming the preeminent company in the energy intelligence industry."

About Comverge, Inc.

Comverge, Inc., The Power in Power Technology™ has more than 500 energy supplier clients worldwide. Comverge has offices, research facilities, representatives and agents located in Florham Park, New Jersey, Atlanta, Georgia, Pensacola, Florida, Fremont, California, and Tel Aviv, Israel. The Company’s PowerCAMP™ Group provides End-to-End Energy Intelligence™ software solutions. Comverge’s Technologies Group provides integrated solutions for direct or voluntary load control programs, remote meter reading, price-responsive programs, time-of-use billing, distributed generation monitoring, and more. Comverge’s Enterprise Group provides pioneering business solutions including owned and operated systems, Virtual Peaking Capacity™ negawatt contracts, and joint ventures. For more information visit www.comverge.com.

About Data Systems & Software Inc.

Data Systems & Software Inc. is a provider of software consulting and development services, and is an authorized direct seller and value added reseller of computer hardware. For more information visit www.dssiinc.com.

About Easton Hunt Capital Partners, L.P.

Easton Hunt Capital Partners, L.P. (EHCP) is a venture capital/private equity fund investing in early and late stage venture capital transactions, PIPEs (Private Investment in Public Equity) and management buyouts.  In the venture and private equity area, the Fund has focused on Life Sciences, Industrial Manufacturing and Distribution, Software, and Energy.  In the buyout arena, the Fund's focus has been much broader, because of the wide range of operational and transactional experience of its Principals. For more information visit www.eastoncapital.com.

About EnerTech Capital

EnerTech Capital is a $290 million specialty venture capital firm focused on early- to expansion-stage venture investments in software, technology, and services businesses that serve the energy and communications industries.

About E.ON Venture Partners GmbH

E.ON Venture Partners GmbH (www.eon-venturepartners.com) is a corporate venture capital group established by E.ON AG, the largest private utility provider in Europe, to make minority investments in early stage companies with energy related technologies and services.

About Nth Power

Nth Power began investing in 1996, focusing on the high-growth opportunities arising from the continuing restructuring of the nearly trillion-dollar global energy utility marketplace. Nth Power has over $250 million under management, with investments in distributed generation and storage, communications and control technology, transmission system automation, outsourcing services, power quality and efficiency devices. Nth Power’s limited partners include many of the world’s leading electric and gas utilities and equipment manufacturers. Nth Power’s web site can be found at www.nthpower.com.

About Shell Internet Ventures

Shell Internet Ventures is a corporate venture capital fund established by the Royal Dutch/Shell Group of Companies (Shell) to make minority equity investments in early stage companies in technology areas relevant to Shell's current and future operations. The fund has invested in high growth, early and expansion-stage companies in the software, internet and business communications services sectors.

THE SECURITIES TO BE ISSUED TO THE INVESTORS IDENTIFIED IN THIS PRESS RELEASE WILL NOT BE AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR APPLICABLE STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, SUCH SECURITIES MAY NOT BE SOLD IN THE UNITED STATES ABSENT A REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM SUCH REGISTRATION. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES NOR A SOLICITATION OF AN OFFER TO BUY SECURITIES.

Data Systems & Software Inc. Safe Harbor Statement

This release contains forward-looking statements as defined in Section 21E of the Securities Exchange Act of 1934, which are subject to risks and uncertainties, including risks associated with (i) the advanced development and marketing of Comverge’s product lines, (ii) the installation of the Virtual Peaking Capacity™ system for a large electric utility referenced in this release (iii) conditions in the market for energy intelligence solutions, (iii) the marketing of Comverge's hardware and software to utility customers, (iv) the ability to generate new business from Comverge’s relationship with its investors and (v) the pace and consequences of deregulation. Actual results may vary from those projected or implied by such forward-looking statements. There can be no assurances that equity financing by Comverge announced in this release will be adequate to finance all of Comverge’s business plans. If Comverge is required to raise additional capital, there can be no assurances that such financing will be available on a timely basis or on reasonable terms. A more complete discussion of risks and uncertainties which may affect the accuracy of these statements and Comverge’s business generally is included in ``Business-Factors Which May Affect Future Results'' in DSSI's most recent Annual Report on Form 10-K as filed with the Securities and Exchange Commission.

For more information, contact:

At Comverge, Sky Filippi, Director of Marketing, (973) 360-2220, x267, filippi@comverge.com.