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                                                                    Exhibit 10.1

                                  ENGAGE, INC.

                           SECOND AMENDED AND RESTATED
                        1999 EMPLOYEE STOCK PURCHASE PLAN

      The purpose of this Plan is to provide eligible employees of Engage, Inc.
(the "Company") and certain of its subsidiaries with opportunities to purchase
shares of the Company's common stock, $.01 par value (the "Common Stock").
3,900,000 shares of Common Stock (after giving effect to the 2-for-1 stock
split, in the form of a 100% common stock dividend, approved by the Company's
Board of Directors on June 11, 1999 and after giving effect to the 2-for-1 stock
split, in the form of a 100% common stock dividend, approved by the Company's
Board of Directors on February 24, 2000) in the aggregate have been approved for
this purpose. This Plan is intended to qualify as an "employee stock purchase
plan" as defined in Section 423 of the Internal Revenue Code of 1986, as amended
(the "Code"), and the regulations promulgated thereunder, and shall be
interpreted consistent therewith.

      1. Administration. The Plan will be administered by the Company's Board of
Directors (the "Board") or by a Committee appointed by the Board (the
"Committee"). The Board or the Committee has authority to make rules and
regulations for the administration of the Plan and its interpretation and
decisions with regard thereto shall be final and conclusive.

      2. Eligibility. All employees of the Company, including Directors who are
employees, and all employees of any subsidiary of the Company (as defined in
Section 424(f) of the Code) designated by the Board or the Committee from time
to time (a "Designated Subsidiary"), are eligible to participate in any one or
more of the offerings of Options (as defined in Section 9) to purchase Common
Stock under the Plan provided that:

            (a) they are customarily employed by the Company or a Designated
      Subsidiary for more than 20 hours a week and for more than five months in
      a calendar year; and

            (b) they are employees of the Company or a Designated Subsidiary on
      the first day of the applicable Plan Period (as defined below).

      No employee may be granted an option hereunder if such employee,
immediately after the option is granted, owns 5% or more of the total combined
voting power or value of the stock of the Company or any subsidiary. For
purposes of the preceding sentence, the attribution rules of Section 424(d) of
the Code shall apply in determining the stock ownership of an employee, and all
stock which the employee has a contractual right to purchase shall be treated as
stock owned by the employee.

      3. Offerings. The Company will make one or more offerings ("Offerings") to
employees to purchase stock under this Plan. Unless otherwise determined by the
Board or

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Committee, the first Offering will commence on the effective date of the
Company's initial public offering of Common Stock (the "Effective Date") and end
on the last day of the first month following the end of the fiscal quarter in
which such Offering commences, provided that if upon the commencement of such
initial Offering there are less than 30 days remaining in such quarter, such
Offering shall end on the last day of the first month following the next
succeeding fiscal quarter. Unless otherwise determined by the Board or the
Committee, subsequent Offerings will commence on the date after the end of the
preceding Offering and will end on the last day of the third full month
thereafter. Each such period is referred to as a Plan Period (a "Plan Period").
The Board or the Committee may, at its discretion, choose a different Plan
Period for any Offerings.

      4. Participation. An employee eligible on the first day of any Offering
(an "Offering Commencement Date") may participate in such Offering by completing
and forwarding a payroll deduction authorization form to the employee's
appropriate payroll office at least seven (7) days prior to the applicable
Offering Commencement Date. The form will authorize a regular payroll deduction
from the Compensation received by the employee during the Plan Period. Unless an
employee files a new form or withdraws from the Plan, his or her deductions and
purchases will continue at the same rate for future Offerings under the Plan as
long as the Plan remains in effect. The term "Compensation" means the amount of
money reportable on the employee's Federal Income Tax Withholding Statement,
excluding allowances and reimbursements for expenses such as relocation
allowances for travel expenses, income or gains on the exercise of Company stock
options or stock appreciation rights, and similar items, whether or not shown on
the employee's Federal Income Tax Withholding Statement, but including overtime,
shift premium, incentive or bonus awards, and in the case of salespersons, sales
commissions to the extent determined by the Board or the Committee.

      5. Deductions. The Company will maintain payroll deduction accounts for
all participating employees. With respect to any Offering made under this Plan,
an employee may authorize a payroll deduction in any whole percentage (not less
than 1% or more than 10%) or dollar amount not less than $10, or such lesser
amount as the Board or Committee shall determine before the start of each Plan
Period, of the Compensation he or she receives during the Plan Period or such
shorter period during which deductions from payroll are made, provided that such
percentage or amount may not result in total deductions of less than $100 for
any Plan Period for any employee.

      No employee may be granted an Option (as defined in Section 9) which
permits his rights to purchase Common Stock under this Plan and any other
employee stock purchase plan (as defined in Section 423(b) of the Code) of the
Company and its subsidiaries, to accrue at a rate which exceeds $25,000 of the
fair market value of such Common Stock (determined at the Offering Commencement
Date of the Plan Period) for each calendar year in which the Option is
outstanding at any time.

      6. Deduction Changes. An employee may decrease, increase or discontinue
his payroll deduction once during any Plan Period, by filing a new payroll
deduction authorization

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form. If an employee elects to discontinue his payroll deductions during a Plan
Period, but does not elect to withdraw his funds pursuant to Section 8 hereof,
funds deducted prior to his or her election to discontinue will be applied to
the purchase of Common Stock on the Exercise Date (as defined below).

      7. Interest. Interest will not be paid on any employee accounts, except to
the extent that the Board or the Committee, in its sole discretion, elects to
credit employee accounts with interest at such per annum rate as it may from
time to time determine.

      8. Withdrawal of Funds. An employee may at any time prior to the close of
business on the last business day in a Plan Period and for any reason
permanently draw out the balance accumulated in the employee's account and
thereby withdraw from participation in an Offering. Partial withdrawals are not
permitted. The employee may not begin participation again during the remainder
of the Plan Period. The employee may participate in any subsequent Offering in
accordance with terms and conditions established by the Board or the Committee.

      9. Purchase of Shares. On the Offering Commencement Date of each Plan
Period, the Company will grant to each eligible employee who is then a
participant in the Plan an option ("Option") to purchase on the last business
day of such Plan Period (the "Exercise Date"), at the Option Price hereinafter
provided for, the largest number of whole shares of Common Stock of the Company
as does not exceed the number of shares determined by multiplying $2,083 by the
number of full months in the Plan Period and dividing the result by the closing
price (as defined below) on the Offering Commencement Date of such Plan Period.

      The purchase price for each share purchased will be 85% of the closing
price of the Common Stock on (i) the first business day of such Plan Period or
(ii) the Exercise Date, whichever closing price shall be less. Such closing
price shall be (a) the closing price on any national securities exchange on
which the Common Stock is listed, (b) the closing price on the Nasdaq National
Market or (c) the average of the closing bid and asked prices in the
over-the-counter-market, whichever is applicable, as published in The Wall
Street Journal; provided that, with respect to the first Plan Period, the
closing price on the Offering Commencement Date shall be the initial public
offering price set forth in the final prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) under the Securities Act in
connection with the Company's initial public offering. If no sales of Common
Stock were made on such a day, the price of the Common Stock for purposes of
clauses (a) and (b) above shall be the reported price for the next preceding day
on which sales were made.

      Each employee who continues to be a participant in the Plan on the
Exercise Date shall be deemed to have exercised his or her Option at the Option
Price on such date and shall be deemed to have purchased from the Company the
number of full shares of Common Stock reserved for the purpose of the Plan that
his accumulated payroll deductions on such date will pay for, but not in excess
of the maximum number determined in the manner set forth above.



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      Any balance remaining in an employee's payroll deduction account at the
end of a Plan Period, other than amounts that would have otherwise been applied
for the payment of fractional shares, will be automatically refunded to the
employee.

      10. Issuance of Certificates. Certificates representing shares of Common
Stock purchased under the Plan may be issued only in the name of the employee,
in the name of the employee and another person of legal age as joint tenants
with rights of survivorship, or (in the Company's sole discretion) in the name
of a brokerage firm, bank or other nominee holder designated by the employee.
The Company may, in its sole discretion and in compliance with applicable laws,
authorize the use of book entry registration of shares in lieu of issuing stock
certificates.

      11. Rights on Retirement, Death or Termination of Employment. In the event
of a participating employee's termination of employment prior to the last
business day of a Plan Period, no payroll deduction shall be taken from any pay
due and owing to an employee and the balance in the employee's account shall be
paid to the employee or, in the event of the employee's death, (a) to a
beneficiary previously designated in a revocable notice signed by the employee
(with any spousal consent required under state law) or (b) in the absence of
such a designated beneficiary, to the executor or administrator of the
employee's estate or (c) if no such executor or administrator has been appointed
to the knowledge of the Company, to such other person(s) as the Company may, in
its discretion, designate. If, prior to the last business day of the Plan
Period, the Designated Subsidiary by which an employee is employed shall cease
to be a subsidiary of the Company, or if the employee is transferred to a
subsidiary of the Company that is not a Designated Subsidiary, the employee
shall be deemed to have terminated employment for the purposes of this Plan.

      12. Optionees Not Stockholders. Neither the granting of an Option to an
employee nor the deductions from his pay shall constitute such employee a
stockholder of the shares of Common Stock covered by an Option under this Plan
until such shares have been purchased by and issued to him or her.

      13. Rights Not Transferable. Rights under this Plan are not transferable
by a participating employee other than by will or the laws of descent and
distribution, and are exercisable during the employee's lifetime only by the
employee.

      14. Application of Funds. All funds received or held by the Company under
this Plan may be combined with other corporate funds and may be used for any
corporate purpose.

      15. Adjustment in Case of Changes Affecting Common Stock. In the event of
a subdivision of outstanding shares of Common Stock, or the payment of a
dividend in Common Stock, the number of shares approved for this Plan, and the
share limitation set forth in Section 9, shall be increased proportionately, and
such other adjustment shall be made as may be deemed equitable by the Board or
the Committee. In the event of any other change affecting the

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Common Stock, such adjustment shall be made as may be deemed equitable by the
Board or the Committee to give proper effect to such event.

      16. Merger. In the event of a merger or consolidation of the Company with
or into another corporation, or of a sale of all or substantially all of the
assets of the Company, while unexercised Options remain outstanding under the
Plan, (a) subject to the provisions of clauses (b) and (c), after the effective
date of such transaction, each holder of an outstanding Option shall be
entitled, upon exercise of such Option, to receive in lieu of shares of Common
Stock, shares of such stock or other securities as the holders of shares of
Common Stock received pursuant to the terms of such transaction; or (b) all
outstanding Options may be cancelled by the Board or the Committee as of a date
prior to the effective date of any such transaction and all payroll deductions
shall be paid out to the participating employees; or (c) all outstanding Options
may be cancelled by the Board or the Committee as of the effective date of any
such transaction, provided that notice of such cancellation shall be given to
each holder of an Option, and each holder of an Option shall have the right to
exercise such Option in full based on payroll deductions then credited to his
account as of a date determined by the Board or the Committee, which date shall
not be less than ten (10) days preceding the effective date of such transaction.

      17. Amendment of the Plan. The Board may at any time, and from time to
time, amend this Plan in any respect, except that (a) if the approval of any
such amendment by the shareholders of the Company is required by Section 423 of
the Code, such amendment shall not be effected without such approval, and (b) in
no event may any amendment be made which would cause the Plan to fail to comply
with Section 423 of the Code.

      18. Insufficient Shares. In the event that the total number of shares of
Common Stock specified in elections to be purchased under any Offering plus the
number of shares purchased under previous Offerings under this Plan exceeds the
maximum number of shares issuable under this Plan, the Board or the Committee
will allot the shares then available on a pro rata basis.

      19. Termination of the Plan. This Plan may be terminated at any time by
the Board. Upon termination of this Plan all amounts in the accounts of
participating employees shall be promptly refunded.

      20. Governmental Regulations. The Company's obligation to sell and deliver
Common Stock under this Plan is subject to listing on a national stock exchange
or quotation on the Nasdaq National Market (to the extent the Common Stock is
then so listed or quoted) and the approval of all governmental authorities
required in connection with the authorization, issuance or sale of such stock.

      21. Governing Law. The Plan shall be governed by Delaware law except to
the extent that such law is preempted by federal law.



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      22. Issuance of Shares. Shares may be issued upon exercise of an Option
from authorized but unissued Common Stock, from shares held in the treasury of
the Company, or from any other proper source.

      23. Notification upon Sale of Shares. Each employee agrees, by entering
the Plan, to promptly give the Company notice of any disposition of shares
purchased under the Plan where such disposition occurs within two years after
the date of grant of the Option pursuant to which such shares were purchased.

      24. Effective Date and Approval of Shareholders. The Plan shall take
effect on the Effective Date subject to approval by the shareholders of the
Company as required by Section 423 of the Code, which approval must occur within
twelve months of the adoption of the Plan by the Board.

                               Adopted by the Board of Directors on
                               June 11, 1999 and amended by the Board of
                               Directors on April 20, 2000 and November 27, 2002

                               Approved by the stockholders on July 19, 1999 and
                               December 30, 2002




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