Exhibit a(5)

          [Form of confirmation of acceptance of options for exchange]

To:      [Frontstep Employee]

From:    Daniel P. Buettin, Vice President, Chief Financial Officer and
         Secretary of Frontstep, Inc.

Dear [Frontstep Employee]:

         On behalf of Frontstep, Inc., I am writing to provide you with the
results of Frontstep's recent Offer to Exchange, pursuant to which Frontstep
employees could exchange for new options, options previously granted under our
Non-Qualified Stock Option Plan for Key Employees and options granted under our
1999 Non-Qualified Stock Option Plan for Key Employees.

         The offer expired at 5:00 p.m., Eastern Time, on November 30, 2001. On
December 1, 2001, Frontstep accepted for exchange options tendered to it for a
total of ____________ common shares and cancelled all such options.

         Pursuant to the offer, you tendered options for exchange as set forth
on Attachment A to this letter. Frontstep has accepted each of your tendered
options in exchange for new options to be granted, and each of your tendered
options has been cancelled. Accordingly, you have no further right or
entitlement to purchase any of our common shares pursuant to the terms of those
cancelled options. The number of common shares subject to the new options also
is set forth on Attachment A.

         We anticipate that all new options will be granted to you on June 2,
2002, the first business day which is at least six months and one day following
the date upon which we cancelled the options tendered for exchange. As explained
in the Offer to Exchange, you must remain an employee of Frontstep until the new
grant date in order to receive your new options. If you do not remain an
employee of Frontstep until the new grant date, you will not receive any new
options or any other consideration for your old options and you will not have
the right to return of any of your old options.

         If you have any questions, please do not hesitate to contact me at 2800
Corporate Exchange Drive, Columbus, Ohio 43231, telephone number (614) 523-7136,
facsimile number (614) 895-2972.

Sincerely,


Daniel P. Buettin
Vice President, Chief Financial Officer and Secretary
Frontstep, Inc.






                                  Attachment A

Options Accepted for Exchange and Cancelled: