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Engage Receives Delisting Letter from Nasdaq, Requests Hearing

Friday, May 24, 2002

Press release from the issuing company

ANDOVER, Mass.--May 23, 2002--Engage, Inc., a leading provider of software solutions and services for advertisers, marketers and publishers, today announced that on May 16, 2002, Engage received a letter from Nasdaq stating that the Company had failed to comply with the $1.00 minimum bid price required for continued listing by Marketplace Rule 4450(a)(5) and that its common stock is subject to delisting from the Nasdaq National Market. Engage has also been informed by Nasdaq that it is not in compliance with the minimum $10,000,000 stockholders' equity requirement set in Marketplace Rule 4450 and that it has until June 14 to regain compliance with this requirement. The Company has requested a hearing before a Nasdaq Listing Qualifications Panel and its common stock will continue to trade on the Nasdaq National Market pending the outcome of the hearing. A hearing date has not been set. "We are taking action in an attempt to rectify this situation, and remain focused on building our position in the Digital Asset Management and Internet Advertising markets," said Christopher Cuddy, president and CEO of Engage. By written consent dated February 28, 2002, CMGI, the Company's majority stockholder, authorized Engage's Board of Directors to amend the Company's Certificate of Incorporation to effect either a 1-for-5, 1-for-10 or 1-for-15 reverse stock split of the issued and outstanding shares of Engage's common stock. Accordingly, the Board of Directors may effect any one of the approved reverse stock splits based on its determination of which reverse stock split will result in the greatest marketability and liquidity of the Company's common stock. Engage is a leading provider of software solutions and services for advertisers, marketers and publishers. 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.




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