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 is a 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.