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Media                                   Company                   Company
Angeline Protogere                      Bernard J. Zahren         Goran Mornhed
(317) 838-1338                          President & CEO           President
                                        (860) 678-7537            (914)304-4016


                                                                  Media
                                                                  Harry Zlokower
                                                                  (212) 447-9292

                                                                  Investors
                                                                  George Strauss
                                                                  (212) 766-1113
  FOR IMMEDIATE RELEASE

                U.S. ENERGY SYSTEMS AND CINERGY SOLUTIONS
                 ACQUIRE ZAPCO IN $98 MILLION TRANSACTION


New York, Cincinnati and Avon, Conn. (Nov. 28, 2000)...U.S. Energy Systems, Inc.
(Nasdaq:USEY), an  independent power  producer, and  its joint venture  partner,
Cinergy   Solutions, Inc., an affiliate  of  Cincinnati-based  Cinergy  Corp.
(NYSE:CIN), one  of the nation's leading diversified  energy  companies,  today
announced a definitive merger  agreement to  acquire  Zahren  Alternative  Power
Corporation  (ZAPCO), a leading  Connecticut-based  developer and  operator  of
renewable energy projects around the country.

         The  transaction,  valued at  approximately  $98 million,  includes $10
million  in U.S.  Energy  Systems  common  stock,  valued at $6 a share,  and $3
million in convertible preferred stock; $12.8 million in cash; and approximately
$72 million in assumed (more)

<PAGE>

subsidiary debt. The merger, which is subject to among other things the approval
of the  shareholders of ZAPCO and U.S.  Energy Systems,  is expected to close in
early 2001.

         ZAPCO  currently  owns and  operates  24 landfill  gas-to-energy  (LFG)
projects and one natural gas cogeneration  plant.  Presently ZAPCO has more than
40  megawatts  of  electrical  production  capacity  primarily  under  long-term
contracts and additional direct sales of LFG.

        "Competitive  power  markets,  rising  fuel  prices  and  environmental
commitments are generating  significant  interest in renewable  energy sources,"
said Steve Harkness, President and Chief Operating Officer of Cinergy Solutions.
"Customer demand for green power is increasing, and this acquisition expands our
renewable energy assets and generates additional growth opportunities."

        "ZAPCO has created the standard for developing  and  producing renewable
energy in America today," said Goran Mornhed, President and COO of U.S.  Energy
Systems. "ZAPCO's mission  fits well with our growth  strategy  and  focus  on
providing clean, efficient energy for our customers everywhere."

         "We are  excited  to join a  growth  team  and an  organization  with a
compatible  mission of creating  value by  providing  green power and  renewable
energy to our customers thus improving the environment and reducing the negative
effects of global warming and pollution," said Bernard Zahren,  Chairman and CEO
of ZAPCO.  "Working  with our  partners at Cinergy  Solutions I see a tremendous
opportunity  to grow U.S.  Energy  Systems into one of the leading  producers of
clean energy."

         ZAPCO will  become a  subsidiary  of U.S.  Energy  Systems  and Cinergy
Solutions.  According  to the  agreement,  Bernard  Zahren,  Chairman and CEO of
ZAPCO,  (more) will become CEO of U.S.  Energy  Systems,  joining the management

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<PAGE>

team of Goran Mornhed,  President and COO, and Lawrence Schneider,  the previous
CEO, who will remain as Chairman.

         Zahren will also become a director of U.S. Energy Systems as will Mark
Strauch, Executive Vice President and Treasurer of AJG Financial Services, Inc.,
a  business unit  of  Arthur  J. Gallagher & Co. (NYSE:AJG), an  international
insurance brokerage and risk management services firm where Strauch also serves
as Treasurer.  AJG Financial Services, Inc. and  the Environmental Opportunities
Fund, LP are major shareholders of ZAPCO and will become shareholders of U.S.
Energy Systems.

       Cinergy Solutions, which last month invested $3.5 million in exchange for
a stake in U.S. Energy Systems, will acquire approximately a 46 percent interest
in the ZAPCO subsidiary with a two-year option to convert its ownership into
U.S. Energy Systems stock. U.S. Energy Systems will have an option during the
same period to acquire Cinergy Solutions' ownership interest.

         As a renewable energy  developer and operator,  ZAPCO will benefit from
emission  reduction  allowance  programs.  As  the  market  for  greenhouse  gas
reduction  allowances  develops,  projected  reductions  from the collection and
combustion  of methane at ZAPCO's  existing  projects  will be equivalent to the
removal of approximately 50 million tons of carbon dioxide from the environment.

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<PAGE>

         ZAPCO  recently  signed an  agreement  for the world's  largest-to-date
cross-border  trade of emission  reduction  credits to a major Canadian utility.
The credits were (more) generated  through ZAPCO's  collection and combustion of
methane  from its LFG  projects.  The  emission  reductions  from this trade are
equivalent to removing  approximately  500,000 automobiles from the road for one
full year. About U.S. Energy Systems, Inc.

          U.S. Energy Systems, Inc. (Nasdaq:USEY) is an independent power
producer that generates clean, efficient energy for the growing  energy markets.
The company develops, owns, and operates cogeneration power plants and renewable
energy plants in the U.S. and offers a variety of  environmental services. U.S.
Energy Systems' competitive edge is maximizing the value of customized scope and
services for its customers.

About Cinergy Corp.

          Cinergy Corp. (NYSE:CIN) is one of the nation's  leading diversified
energy companies with a total enterprise value of $8.5 billion and assets of $10
billion. Cinergy owns or operates nearly 20,000 megawatts of electrical and
combined heat plant generation that is either operational or under development
domestically and internationally. It also has  55,000  miles of  electric  and
gas transmission lines in the U.S. and abroad, and approximately 9,000 employees
in nine countries. Cinergy's Midwestern power grid gives the company access to
37% of total U.S. energy consumption.

   Cinergy  Solutions,  Inc.,  an  affiliate  of  Cinergy  Corp.,  focuses
primarily on cogeneration and energy outsourcing for large industrial customers,
such    as    Kodak,     General     Motors     and     Millennium     Chemicals
(www.cinergy-solutions.com).

About ZAPCO

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<PAGE>

   Founded in 1994,  ZAPCO is one of the largest  developers and operators
of (more) landfill gas collection systems and alternative energy projects in the
United States. The company currently operates 25 projects and has additional LFG
projects under
development.

        ZAPCO has been  recognized  for its efforts to reduce air  emissions by
the Environmental  Protection Agency (EPA), the Department of Energy,  the Solid
Waste  Association of North America and the Landfill Methane Outreach Program (a
division of the EPA).

Certain matters discussed in this press release are forward-looking  statements,
and certain  important  factors may affect each company's (the company's) actual
results  and  could  cause  actual  results  to  differ   materially   from  any
forward-looking  statements made in this release, or which are otherwise made by
or on behalf of the  companies  (company).  Such  factors  include,  but are not
limited to,  changes in market  conditions,  the  inability to commence  planned
projects in a timely manner, the impact of competition,  the ability to complete
acquisitions,  risks  associated  with  acquisitions,  as  well as  other  risks
detailed from time to time in each company's  Securities and Exchange Commission
filings.


U.S. Energy Systems--ZAPCO merger
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