Internet Security Systems to Acquire Network ICE

ISS Expands Information Protection Platform with Advanced

Desktop Security and Highly Scalable Management System



Conference Calls and Web Casts to be held 8:30 AM, EDT

And 10:30 AM, EDT on Tuesday, May 1, 2001



Apr 30, 2001, 01:00 ET from Internet Security Systems

    ATLANTA, April 30 /PRNewswire/ --
 Internet Security Systems (ISS) (Nasdaq:   ISSX) today announced an agreement to
 acquire privately-held Network ICE Corporation of San Mateo, California, a
 leading developer of desktop intrusion protection technology and highly
 scalable security management system.  Additionally, the Company is providing
 its updated business outlook for the second quarter and fiscal year ending
 December 31, 2001.
     The acquisition broadens ISS' overall market opportunity and enhances the
 company's strategy of offering information protection solutions that actively
 detect and prevent security risks at every potential point of compromise on
 desktops, servers, networks and gateways.  Under the terms of the agreement,
 ISS will issue approximately 4.3 million common shares, valued at
 approximately $195 million based on the closing price of ISSX stock on Friday,
 April 27, 2001, for all of the outstanding shares of Network ICE.
 Additionally, approximately 300,000 shares of ISS common stock will be
 reserved for future exercise of stock options outstanding under the Network
 ICE stock option plan assumed in the transaction.  The transaction has been
 approved by the Board of Directors of both companies and voting agreements in
 favor of the transaction have been obtained from sellers representing more
 than 70% of the outstanding stock of Network ICE.  The transaction is subject
 to certain regulatory approvals and customary closing conditions.  ISS
 currently anticipates that the transaction will close in June 2001.
     Based on unaudited results for the most recent quarter, Network ICE has an
 annualized revenue run rate of approximately $14 million.  The transaction
 will be accounted for using the purchase method of accounting and the results
 of Network ICE will be included from the date of closing of the transaction.
     Network ICE's desktop applications and security management solutions
 compliments ISS' existing leading network and server-based security management
 software and service solutions by extending ISS' expertise to protect mobile,
 remote and corporate desktops.
     "As network boundaries continue to dissolve, our customers need a
 pervasive protection platform that blankets every point of compromise," said
 Tom Noonan, president and chief executive officer for Internet Security
 Systems.  "This acquisition directly supports our long term vision and
 accelerates our solution strategy.  ISS will now be the first to deliver an
 unmatched set of information protection solutions that span desktops, servers,
 networks and gateways -- adding critical protection of desktops as a component
 of our overall intellectual capital protection capabilities.  With an expanded
 software and managed security services solution set focused on protecting the
 corporate desktop, ISS will continue on its path of serving a broader customer
 base and setting new standards in information protection."
     Greg Gilliom, president and chief executive officer of Network ICE added,
 "Combining ISS and Network ICE marks the advent of a new beginning for our
 customers, partners and employees.  ISS and Network ICE share a common vision
 and core values and we look forward to continuing to deliver the next
 generation in intrusion detection and information protection systems."
     Founded in 1998 by a team of network analysis and security experts,
 Network ICE ( www.networkice.com ) has approximately 100 employees.  Network
 ICE will become part of ISS' Enterprise Solutions business headed by Ken
 Walters, president and general manager.  Greg Gilliom and the other founders
 each will have significant positions in Enterprise Solutions which comprises
 ISS' software, consulting and educational services.
 
     Business Outlook
     This transaction is not expected to have any impact on the previously
 provided business outlook for the second quarter of 2001 provided by the
 Company in connection with the release of first quarter results on April 18,
 2001.  ISS currently expects additional revenues in the second half of 2001 of
 between $10,000,000 and $15,000,000 and expects the transaction will be
 non-dilutive to previous guidance for earnings per diluted share.  The
 assumption for earnings per share is a pro forma amount without the impact
 from this acquisition of expense from amortization of goodwill and intangible
 assets and non-cash compensation charge due to unvested options.  Following
 the merger ISS currently expects, for fiscal 2001, revenues in the range of
 $295,000,000 to $300,000,000 and earnings of $0.65 to $0.70 per diluted share.
 The public can continue to rely on this guidance, which is available on the
 Web site ( www.iss.net ), unless ISS publishes a notice stating otherwise.
 ISS will have a "Quiet Period" when ISS and its representatives will not
 comment concerning previously published financial expectations, and we
 disclaim any obligation to update during the Quiet Period.  The public should
 not rely on previously published expectations during the Quiet Period, which
 is expected to run from June 15, 2001 until the earnings are released the
 third or fourth week of July.
 
     About Internet Security Systems (ISS)
     Internet Security Systems is a leading global provider of security
 management solutions for the Internet, protecting digital assets and ensuring
 safe and uninterrupted e-business.  With its industry-leading intrusion
 detection and vulnerability assessment, remote managed security services, and
 strategic consulting and education offerings, ISS is a trusted security
 provider to more than 8,000 customers worldwide including 21 of the 25 largest
 U.S. commercial banks and the top 10 U.S. telecommunications companies.
 Founded in 1994, ISS is headquartered in Atlanta, GA, with additional offices
 throughout North America and international operations in Asia, Australia,
 Europe, Latin America and the Middle East.  For more information, visit the
 Internet Security Systems web site at www.iss.net or call 888-901-7477.
     ISS will hold a conference call and web cast for financial analysts on
 May 1, 2001 at 5:30 a.m. PST/8:30 a.m. EST. U.S. Dial-in #: 888-769-8523,
 International Dial-in #: 312-470-0077, Passcode: ISSX, Web cast
 URL:  http://www.StreetFusion.com/custom/wc.asp?wid=%2BDGNGpw91RGUEACQJ%2B6jeg
     A conference call and web cast for press and market analysts will also be
 held on May 1, 2001 at 7:30 a.m. PST/10:30 a.m. EST. U.S. Dial-in #:
 800-988-9461, International Dial-in #: 712-257-0431, Passcode:  ISS, Web cast
 URL:  http://www.StreetFusion.com/custom/wc.asp?wid=mDKNGpw91RGUEACQJ%2B6jeg
 
     This release, other than historical information, includes forward-looking
 statements made pursuant to the "safe harbor" provisions of the Private
 Securities Litigation Reform Act of 1995.  The risks and uncertainties which
 could cause actual results to differ materially from those in the
 forward-looking statements include, but are not limited to, the following:
 the level of demand for the Company's products; the volume and timing of
 orders; product and price competition; the Company's ability to expand its
 domestic and international sales and marketing organizations; the Company's
 ability to develop new and enhanced products; the Company's ability to
 assimilate recent and potential future acquisitions or investments ; the
 Company's ability to attract and retain key personnel; reliance on
 distribution channels through which the Company's products are sold; the
 growth in the acceptance and use of the Internet and of private Internet-based
 networks or "intranets"; the extent to which unauthorized access to  and use
 of online information is perceived as a threat to network security; customer
 budgets; the assertion of  infringement claims with respect to the Company's
 intellectual property; foreign currency exchange rates; and risks concerning
 the rapid change of technology; and general economic factors.  These risks and
 others are discussed in the Company's periodic filings with the Securities and
 Exchange Commission.  These filings can be obtained either by contacting ISS
 Investor Relations or through the Securities and Exchange Commission's Web
 site at " http://www.sec.gov ".
 
     Internet Security Systems is a trademark of Internet Security Systems,
 Inc.  All other companies and products mentioned are trademarks and property
 of their respective owners.
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X54901728
 
 

SOURCE Internet Security Systems
    ATLANTA, April 30 /PRNewswire/ --
 Internet Security Systems (ISS) (Nasdaq:   ISSX) today announced an agreement to
 acquire privately-held Network ICE Corporation of San Mateo, California, a
 leading developer of desktop intrusion protection technology and highly
 scalable security management system.  Additionally, the Company is providing
 its updated business outlook for the second quarter and fiscal year ending
 December 31, 2001.
     The acquisition broadens ISS' overall market opportunity and enhances the
 company's strategy of offering information protection solutions that actively
 detect and prevent security risks at every potential point of compromise on
 desktops, servers, networks and gateways.  Under the terms of the agreement,
 ISS will issue approximately 4.3 million common shares, valued at
 approximately $195 million based on the closing price of ISSX stock on Friday,
 April 27, 2001, for all of the outstanding shares of Network ICE.
 Additionally, approximately 300,000 shares of ISS common stock will be
 reserved for future exercise of stock options outstanding under the Network
 ICE stock option plan assumed in the transaction.  The transaction has been
 approved by the Board of Directors of both companies and voting agreements in
 favor of the transaction have been obtained from sellers representing more
 than 70% of the outstanding stock of Network ICE.  The transaction is subject
 to certain regulatory approvals and customary closing conditions.  ISS
 currently anticipates that the transaction will close in June 2001.
     Based on unaudited results for the most recent quarter, Network ICE has an
 annualized revenue run rate of approximately $14 million.  The transaction
 will be accounted for using the purchase method of accounting and the results
 of Network ICE will be included from the date of closing of the transaction.
     Network ICE's desktop applications and security management solutions
 compliments ISS' existing leading network and server-based security management
 software and service solutions by extending ISS' expertise to protect mobile,
 remote and corporate desktops.
     "As network boundaries continue to dissolve, our customers need a
 pervasive protection platform that blankets every point of compromise," said
 Tom Noonan, president and chief executive officer for Internet Security
 Systems.  "This acquisition directly supports our long term vision and
 accelerates our solution strategy.  ISS will now be the first to deliver an
 unmatched set of information protection solutions that span desktops, servers,
 networks and gateways -- adding critical protection of desktops as a component
 of our overall intellectual capital protection capabilities.  With an expanded
 software and managed security services solution set focused on protecting the
 corporate desktop, ISS will continue on its path of serving a broader customer
 base and setting new standards in information protection."
     Greg Gilliom, president and chief executive officer of Network ICE added,
 "Combining ISS and Network ICE marks the advent of a new beginning for our
 customers, partners and employees.  ISS and Network ICE share a common vision
 and core values and we look forward to continuing to deliver the next
 generation in intrusion detection and information protection systems."
     Founded in 1998 by a team of network analysis and security experts,
 Network ICE ( www.networkice.com ) has approximately 100 employees.  Network
 ICE will become part of ISS' Enterprise Solutions business headed by Ken
 Walters, president and general manager.  Greg Gilliom and the other founders
 each will have significant positions in Enterprise Solutions which comprises
 ISS' software, consulting and educational services.
 
     Business Outlook
     This transaction is not expected to have any impact on the previously
 provided business outlook for the second quarter of 2001 provided by the
 Company in connection with the release of first quarter results on April 18,
 2001.  ISS currently expects additional revenues in the second half of 2001 of
 between $10,000,000 and $15,000,000 and expects the transaction will be
 non-dilutive to previous guidance for earnings per diluted share.  The
 assumption for earnings per share is a pro forma amount without the impact
 from this acquisition of expense from amortization of goodwill and intangible
 assets and non-cash compensation charge due to unvested options.  Following
 the merger ISS currently expects, for fiscal 2001, revenues in the range of
 $295,000,000 to $300,000,000 and earnings of $0.65 to $0.70 per diluted share.
 The public can continue to rely on this guidance, which is available on the
 Web site ( www.iss.net ), unless ISS publishes a notice stating otherwise.
 ISS will have a "Quiet Period" when ISS and its representatives will not
 comment concerning previously published financial expectations, and we
 disclaim any obligation to update during the Quiet Period.  The public should
 not rely on previously published expectations during the Quiet Period, which
 is expected to run from June 15, 2001 until the earnings are released the
 third or fourth week of July.
 
     About Internet Security Systems (ISS)
     Internet Security Systems is a leading global provider of security
 management solutions for the Internet, protecting digital assets and ensuring
 safe and uninterrupted e-business.  With its industry-leading intrusion
 detection and vulnerability assessment, remote managed security services, and
 strategic consulting and education offerings, ISS is a trusted security
 provider to more than 8,000 customers worldwide including 21 of the 25 largest
 U.S. commercial banks and the top 10 U.S. telecommunications companies.
 Founded in 1994, ISS is headquartered in Atlanta, GA, with additional offices
 throughout North America and international operations in Asia, Australia,
 Europe, Latin America and the Middle East.  For more information, visit the
 Internet Security Systems web site at www.iss.net or call 888-901-7477.
     ISS will hold a conference call and web cast for financial analysts on
 May 1, 2001 at 5:30 a.m. PST/8:30 a.m. EST. U.S. Dial-in #: 888-769-8523,
 International Dial-in #: 312-470-0077, Passcode: ISSX, Web cast
 URL:  http://www.StreetFusion.com/custom/wc.asp?wid=%2BDGNGpw91RGUEACQJ%2B6jeg
     A conference call and web cast for press and market analysts will also be
 held on May 1, 2001 at 7:30 a.m. PST/10:30 a.m. EST. U.S. Dial-in #:
 800-988-9461, International Dial-in #: 712-257-0431, Passcode:  ISS, Web cast
 URL:  http://www.StreetFusion.com/custom/wc.asp?wid=mDKNGpw91RGUEACQJ%2B6jeg
 
     This release, other than historical information, includes forward-looking
 statements made pursuant to the "safe harbor" provisions of the Private
 Securities Litigation Reform Act of 1995.  The risks and uncertainties which
 could cause actual results to differ materially from those in the
 forward-looking statements include, but are not limited to, the following:
 the level of demand for the Company's products; the volume and timing of
 orders; product and price competition; the Company's ability to expand its
 domestic and international sales and marketing organizations; the Company's
 ability to develop new and enhanced products; the Company's ability to
 assimilate recent and potential future acquisitions or investments ; the
 Company's ability to attract and retain key personnel; reliance on
 distribution channels through which the Company's products are sold; the
 growth in the acceptance and use of the Internet and of private Internet-based
 networks or "intranets"; the extent to which unauthorized access to  and use
 of online information is perceived as a threat to network security; customer
 budgets; the assertion of  infringement claims with respect to the Company's
 intellectual property; foreign currency exchange rates; and risks concerning
 the rapid change of technology; and general economic factors.  These risks and
 others are discussed in the Company's periodic filings with the Securities and
 Exchange Commission.  These filings can be obtained either by contacting ISS
 Investor Relations or through the Securities and Exchange Commission's Web
 site at " http://www.sec.gov ".
 
     Internet Security Systems is a trademark of Internet Security Systems,
 Inc.  All other companies and products mentioned are trademarks and property
 of their respective owners.
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X54901728
 
 SOURCE  Internet Security Systems