COUNTERPANE INTERNET SECURITY RECEIVES $24 MILLION IN NEW FUNDING

Third round of financing will support rapid growth and international expansion

SAN JOSE, CA, November 28, 2000 - Counterpane Internet Security, Inc., the innovative developer of Managed Security Monitoring, today announced the completion of its third round of financing totaling $24 million. New investors-Amerindo Investment Advisors, Inc., Dell (Nasdaq: DELL), and a Deutsche Bank venture capital fund-participated in this third round. They join previous investors Accel Partners, Bessemer Venture Partners, The Goldman Sachs Group, Inc., and Morgan Stanley Dean Witter Private Equity, who all invested further in this round, bringing the total capital raised by Counterpane to $58 million. This new round of funding will be used by the company to expand its business development and sales operations, accelerate research and development activities, and support its entry into the Western Europe and Asia Pacific marketplaces.

"We plan to extend our reach and service for our existing and new customers," says Tom Rowley, President and Chief Executive Officer of Counterpane. "We have built a strong base of Secure Operations Centers, developed solid customer service knowledge, and have put together an unparalleled team of security analysts in the U.S. this year. With this additional financing, we are now prepared to expand our business around the globe."

According to Allan Carey, Senior Analyst for Information Security Services at IDC, "Counterpane is strategically positioning itself to take advantage of the rapid growth in managed security services. Their experienced team of security professionals and burgeoning service delivery model place Counterpane in a position for continued expansion."

"New investors Amerindo, ClearLight Partners, LLC (whose sole limited partner is Secom- Japan's largest security company), Dell Computer, and Deutsche Bank, gives us tremendous breadth in our investment partners," states Karen Blasing, Chief Financial Officer of Counterpane. "Their combined experience in international markets, the financial community, and the computer industry provides our management team with additional wisdom and important relationships for the next significant stage of company growth."

"Counterpane has an excellent management team and deep technical knowledge, and is well-positioned to capitalize on the significant potential of the monitored security services market," says Michael Kaye, Senior Managing Director of ClearLight Partners. "We are pleased to support the Company as it develops a leading position in this exciting sector."

About Counterpane Internet Security, Inc.

Counterpane Internet Security, Inc. was established in 1999 by entrepreneurial expert Tom Rowley and security technologist and author Bruce Schneier to address the critical need for increased levels of security services. Centered around a network of sophisticated Secure Operations Centers, staffed by expert security analysts, the Company provides 24x7 monitoring, as well as penetration detection and response. Counterpane's Managed Security Monitoring services enable e-business to be conducted safely. The company is headquartered at 1090 La Avenida in Mountain View, California, USA. Phone: 650-404-2400, Fax: 650-903-0461, Website: www.counterpane.com.

About Accel Partners

Established in 1984, Accel Partners has a history of excellence and innovation in the venture capital business. With more than $1.4 Billion under management, Accel has a long legacy of helping entrepreneurs build world class Internet companies including RealNetworks and UUNet and has recently led venture investments in BrassRing.com, a spin-out of the Washington Post Company, and Wal-Mart.com.

About Amerindo Investment Advisors, Inc.

Amerindo Investment Advisors Inc. pioneered in the early 1980s the management of emerging growth portfolios with emphasis on electronic technology and healthcare stocks. A global company with approximately $8 billion under management, Amerindo is the premier emerging growth stock manager specializing in leading-edge technology and biotechnology and is preeminent in Internet-related portfolio investments.

About Bessemer Venture Partners

Bessemer Venture Partners, with offices in Menlo Park, Boston and New York, is the leading national venture capital firm focused on early-stage e-commerce and communications investments. Bessemer Venture Partners manages more than $1 Billion dollars of venture funds, carrying on a tradition of hands-on, active venture investing that has continued since 1911. Many of the most trusted Internet infrastructure companies, such as Ciena, Keynote, Tumbleweed, Valicert, Verio, VeriSign and Veritas, have chosen BVP as their venture partner during the companies' early stage of development.

About ClearLight Partners, LLC

ClearLight Partners is a $300 million fund focused on venture capital and private equity investments. The fund's venture capital activities are targeted on the cyber security, education and IT services spaces. ClearLight Partners' sole limited partner, Secom Co., Ltd., is a highly respected Japanese diversified services company, and is the leader in both the physical and cyber security markets in Japan. Secom, which is traded on the Tokyo stock exchange, had sales of $3.9 billion for the year ended March 31, 2000, and has a current market capitalization of approximately $15 billion.

About Dell

Dell Computer Corporation (Nasdaq: DELL) is the world's leading direct computer systems company, based on revenues of $30 billion for the past four quarters, and is a premier provider of products and services required for customers to build their Internet infrastructures. The company ranks No. 56 on the Fortune 500, No. 154 on the Fortune Global 500 and No. 3 on the Fortune "most admired" lists of companies. Dell designs, manufactures and customizes products and services to customer requirements, and offers an extensive selection of software and peripherals. Information on Dell and its products can be obtained on the World Wide Web at www.dell.com.

About Deutsche Bank

With over EUR995 billion in assets as of September 30, 2000 and approximately 95,000 employees, Deutsche Bank offers its clients unparalleled financial services throughout the world. It ranks among the leaders in asset management, capital markets, corporate finance, custody, cash management and private banking. Deutsche Bank is divided into five major business units: Global Corporates and Institutions, Global Technology and Services, Asset Management, Corporates and Real Estates and Private and Retail Banking.

About Goldman Sachs

Goldman Sachs is a leading global investment banking and securities firm, providing a full range of investing, advisory and financing services worldwide to a substantial and diversified client base, which includes corporations, financial institutions, governments and high net worth individuals. Founded in 1869, it is one of the oldest and largest investment banking firms. Goldman Sachs is headquartered in New York and maintains offices in London, Frankfurt, Tokyo, Hong Kong and other major financial centers around the world.

About Morgan Stanley Dean Witter Private Equity

Morgan Stanley Dean Witter Private Equity is the private equity business of Morgan Stanley Dean Witter & Co. (NYSE: MWD), a preeminent global financial services firm. Since its founding 15 years ago, MSDW Private Equity's funds have invested in excess of $6 billion of capital across a broad range of industries including telecommunications, technology, financial services, healthcare and basic industry. MSDW Private Equity's funds consist of Capital Partners, Venture Partners and Emerging Markets. For more information, please visit our web site at www.msdw.com/privateequity.

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Counterpane is a trademark of Counterpane Internet Security, Inc. All other companies, brands names or products are trademarks or registered trademarks of their respective companies.