The proposed transaction is expected to close during the second quarter of 2010. GEM’s shareholders have already approved the transaction. The proposed transaction is subject to closing conditions including a financing condition, due diligence review and board approval, and other conditions in the definitive agreement. The company expects to subsequently change its name to reflect the new business.

Upon completion of the reverse merger, shareholders of CDSS will own 20% of the combined company, with GEM’s shareholders owning 80%. In conjunction with the transaction, CDSS will affect a 1-for-3 reverse split of its stock.

GEM will provide energy-saving technologies to public and private entities under long-term, fixed-price contracts.

Steven Solomon, chairman and CEO of CDSS, said: “CDSS was seeking to merge with a company having a disruptive technology and/or unique business model that would allow it to capitalize on the growing need to find alternatives to the high cost of energy. I believe we have found such an opportunity through GEM.”

GEM is an energy management company providing proprietary energy saving technologies to municipalities, building owners and large-scale power consumers.