Engage, Inc. Reports Financial Condition.

Business Editors/High-Tech Writers

ANDOVER, Mass.--(BUSINESS WIRE)--June 17, 2003

Engage, Inc. announced today that it is insolvent and is negotiating a financial restructuring in which the Company and several of its United States subsidiaries would file voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code.

The Company is in the final stages of negotiating an asset purchase agreement providing for the sale of substantially all of its assets to a third party, which sale would be subject to bankruptcy court approval, regulatory approvals and other conditions. The Company will also need to obtain the consent of CMGI, Inc., the Company's secured lender, with respect to the use of cash collateral to help fund its operations in the Chapter 11 proceedings. There can be no assurance that the Company will be able to complete all of these arrangements in the time available. If the Company is unable to complete these negotiations and obtain the required consent from CMGI immediately, it intends to wind up its affairs and liquidate it assets. In the event of a liquidation, or even a successful reorganization, the Company believes that it is unlikely that there will be any recovery for the Company's stockholders.

Engage, Inc. (OTCBB: ENGA) is a leading provider of advertising, marketing and promotion (AMP) software solutions. Engage's digital asset management and workflow automation software enables the creation, production and delivery of marketing and advertising content more quickly and efficiently, increasing time-to-market advantages, boosting productivity and ultimately driving higher ROI from marketing programs and advertising campaigns. Engage is headquartered in Andover, Massachusetts, with a European affiliate headquarters in London. For more information on Engage, please call 877-U ENGAGE or visit http://www.engage.com.

Engage, Engage For Retailers, PromoPlanner, ContentServer and ApprovalServer are trademarks of Engage, Inc. Other product names mentioned herein may be trademarks and/or registered trademarks of their respective owners.

Statement Under the Private Securities Litigation Reform Act 

Statements in this release may be forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the potential restructuring of the Company. These forward-looking statements reflect assumptions and involve risks and uncertainties that may affect the company's business and prospects and cause actual results to differ materially from these forward-looking statements. Among the factors and risks that may affect the company's future results are the ability of the Company to successfully: enter into a definitive agreement and obtain CMGI's consent on terms acceptable to it and complete any proposed sale of its business operations or otherwise conclude a financial and operational reorganization of the Company in the Chapter 11 process; continue to operate in the ordinary course and manage its relationships with its creditors, including its lenders, vendors and suppliers, employees and customers given the Company's financial condition; sell all or parts of the Company; reduce costs and improve cash flow; limit the Company's vulnerability to general adverse economic conditions; sell and market its product; retain sole source and other limited source supplies; continue to protect its intellectual property; and the Company's ability to manage other uncertainties and risk factors, such as those described from time to time in the Company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended July 31, 2002 and Quarterly Report on Form 10-Q for the period ended January 31, 2003.