LANTE CORP, SC TO-I, EX-99.(A)(1)(A), 2000-12-21

LANTE CORP
SC TO-I, EX-99.(A)(1)(A), 2000-12-21
BUSINESS SERVICES, NEC

Previous: LANTE CORP, SC TO-I, 2000-12-21

Next: LANTE CORP, SC TO-I, EX-99.(A)(1)(B), 2000-12-21

<PAGE>

EXHIBIT (a)(1)(A)

[TO BE SENT VIA E-MAIL]

LANTE CORPORATION

OFFER TO EXCHANGE OPTIONS UNDER THE LANTE STOCK OPTION PLAN

================================================================================
THIS OFFER AND WITHDRAWAL RIGHTS EXPIRE
AT 12:00 MIDNIGHT, EASTERN TIME, ON MONDAY, JANUARY 22, 2001,
UNLESS LANTE EXTENDS THE OFFER
================================================================================

Lante Corporation is offering to exchange all outstanding options to
purchase shares of our common stock granted under the Lante Corporation Amended
and Restated 1998 Stock Option Plan (the "1998 option plan") held by eligible
employees for new options we will grant under the 1998 option plan. An
"eligible employee" refers to all Lante employees at the senior manager level or
below. We are not giving individuals who are managing directors, officers, vice
presidents, principals, advisory board members or directors the opportunity to
exchange their current options. We are making this offer upon the terms and
subject to the conditions set forth in this offer to exchange and in the related
letter of transmittal (which together, as they may be amended or supplemented
from time to time, constitute the "offer"). The number of shares of common
stock subject to new options to be granted to each option holder will be equal
to two-thirds of the number of shares subject to the options tendered by such
option holder and accepted for exchange. We will grant the new options on or
about the first business day that is at least six months and one day following
the date we cancel the options accepted for exchange. You may only tender
options for all or none of the shares of common stock subject to an individual
grant. If you tender an option grant for exchange, you will be required to also
tender all subsequent option grants with a lower exercise price that you
received during the six months immediately prior to the date we accept tendered
options for exchange.

This offer is not conditioned upon a minimum number of options being
tendered. This offer is subject to conditions that we describe in Section 6 of
this offer to exchange.

If you tender options for exchange, we will grant you new options under the
1998 option plan and a new option agreement between us and you, all as more
fully described in the offer. The exercise price of the new options will equal
the fair market value of our common stock on the date of the grant. The new
options, unlike the options you tender for exchange (which vest 25% on the first
anniversary of the grant date and monthly thereafter over the next three years),
will have a three year, monthly vesting schedule that begins on the grant date
of the new options.

ALTHOUGH OUR BOARD OF DIRECTORS HAS APPROVED THIS OFFER, NEITHER WE NOR OUR
BOARD OF DIRECTORS MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT YOU SHOULD
TENDER YOUR OPTIONS FOR EXCHANGE. YOU MUST MAKE YOUR OWN DECISION WHETHER TO
TENDER YOUR OPTIONS.

Shares of our common stock are quoted on the Nasdaq National Market under
the symbol "LNTE." On December 20, 2000, the last reported sale price of the
common stock on the Nasdaq National Market was $1.375 per share. WE RECOMMEND
THAT YOU OBTAIN CURRENT
<PAGE>

MARKET QUOTATIONS FOR OUR COMMON STOCK BEFORE DECIDING WHETHER TO TENDER YOUR
OPTIONS.

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION. NOR HAS THE SEC PASSED UPON THE FAIRNESS OR MERITS OF SUCH
TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN
THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

You should direct questions about this offer or requests for assistance or
for additional copies of the offer to exchange or the letter of transmittal to
your benefits representative, Lante Corporation, 161 North Clark Street, Suite
4900, Chicago, Illinois 60601 (telephone: (312) 696-5000).

IMPORTANT

If you wish to tender your options for exchange, you must complete and sign
the letter of transmittal in accordance with its instructions, and mail, fax or
hand deliver it and any other required documents to us at Lante Corporation,
161 North Clark Street, Suite 4900, Chicago, Illinois 60601, Attn: Scott
Smaller, Treasurer (facsimile number: (312) 696-0060).

We are not making this offer to, nor will we accept any tender of options
from or on behalf of, option holders in any jurisdiction in which the offer or
the acceptance of any tender of options would not be in compliance with the laws
of such jurisdiction. However, we may, at our discretion, take any actions
necessary for us to make this offer to option holders in any such jurisdiction.

WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF
AS TO WHETHER OR NOT YOU SHOULD TENDER YOUR OPTIONS PURSUANT TO THE OFFER. YOU
SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH WE
HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR
TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFER OTHER THAN THE
INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DOCUMENT OR IN THE RELATED
LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION OR REPRESENTATION TO
YOU OR GIVES YOU ANY INFORMATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION,
REPRESENTATION OR INFORMATION AS HAVING BEEN AUTHORIZED BY US.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
SUMMARY TERM SHEET......................................................1

INTRODUCTION............................................................5

THE OFFER...............................................................5

1. NUMBER OF OPTIONS; EXPIRATION DATE.................................5
2. PURPOSE OF THE OFFER...............................................6
3. PROCEDURES FOR TENDERING OPTIONS...................................7
4. WITHDRAWAL RIGHTS..................................................8
5. ACCEPTANCE OF OPTIONS FOR EXCHANGE AND ISSUANCE OF NEW OPTIONS.....8
6. CONDITIONS OF THE OFFER............................................9
7. PRICE RANGE OF COMMON STOCK UNDERLYING THE OPTIONS................10
8. SOURCE AND AMOUNT OF CONSIDERATION; TERMS OF NEW OPTIONS..........10
9. INFORMATION CONCERNING LANTE......................................14
10. INTERESTS OF DIRECTORS AND OFFICERS; TRANSACTIONS AND
ARRANGEMENTS CONCERNING THE OPTIONS...............................14
11. STATUS OF OPTIONS ACQUIRED BY US IN THE OFFER; ACCOUNTING
CONSEQUENCES OF THE OFFER.........................................15
12. LEGAL MATTERS; REGULATORY APPROVALS...............................15
13. MATERIAL FEDERAL INCOME TAX CONSEQUENCES..........................15
14. EXTENSION OF OFFER; TERMINATION; AMENDMENT........................16
15. FEES AND EXPENSES.................................................16
16. ADDITIONAL INFORMATION............................................17
17. MISCELLANEOUS.....................................................17
</TABLE>

SCHEDULE A Information Concerning the Directors and Executive Officers of
Lante
<PAGE>

SUMMARY TERM SHEET

The following are answers to some of the questions that you may have about
this offer. We urge you to read carefully the remainder of this offer to
exchange and the accompanying letter of transmittal because the information in
this summary is not complete and additional important information is contained
in the remainder of this offer to exchange and the letter of transmittal. We
have included page references to the remainder of this offer to exchange where
you can find a more complete description of the topics in this summary.

. WHAT SECURITIES ARE WE OFFERING TO EXCHANGE?

We are offering to exchange all stock options that are outstanding under
our 1998 option plan held by eligible employees, or any lesser number of options
that option holders properly tender in the offer, for new options under the 1998
option plan. (Page 5)

. WHO QUALIFIES AS AN ELIGIBLE EMPLOYEE?

An "eligible employee" refers to all Lante employees at the senior manager
level or below. We are not giving individuals who are managing directors,
officers, vice presidents, principals, advisory board members or directors the
opportunity to exchange their current options. (Page 5)

. WHY ARE WE MAKING THE OFFER?

Many of our outstanding options, whether or not they are currently
exercisable, have exercise prices that are significantly higher than the current
market price of our common stock. We believe these options are unlikely to be
exercised in the foreseeable future. By making this offer to exchange
outstanding options for new options that will (1) have an exercise price equal
to the fair market value of our common stock on the grant date and (2) begin
vesting one month after the grant date, we intend to provide our employees with
the benefit of owning options that over time may have a greater potential to
increase in value, create better performance incentives for employees and
thereby maximize stockholder value. (Page 6)

. WHY DON'T WE SIMPLY REPRICE THE CURRENT OPTIONS?

"Repricing" existing options would result in variable accounting for such
options, which would require us for financial reporting purposes to record
additional compensation expense each quarter until such repriced options are
exercised, cancelled or expired.

. WHAT ARE THE CONDITIONS TO THE OFFER?

The offer is not conditioned upon a minimum number of options being
tendered. However, the offer is subject to a number of other conditions with
regard to events that could occur prior to the expiration of the offer. These
events include a change in accounting principles, a lawsuit challenging the
tender offer and a third-party tender offer for our common stock or an
acquisition proposal. These and various other conditions are more fully
described in Section 6. (Page 9)

. ARE THERE ANY ELIGIBILITY REQUIREMENTS I MUST SATISFY AFTER THE EXPIRATION
DATE OF THE OFFER TO RECEIVE THE NEW OPTIONS?

To receive a grant of new options pursuant to the offer and under the terms
of the 1998 option plan, you must be an employee of Lante or one of our
subsidiaries from the date you tender options through the date we grant the new
options. As discussed below, we will not grant the new options until on or about
the first business day that is at least six months and one day following the
date we cancel the

1
<PAGE>

options accepted for exchange. IF YOU ARE NOT AN EMPLOYEE OF LANTE OR ONE OF OUR
SUBSIDIARIES FROM THE DATE YOU TENDER OPTIONS THROUGH THE DATE WE GRANT THE NEW
OPTIONS, YOU WILL NOT RECEIVE ANY NEW OPTIONS OR ANY OTHER CONSIDERATION IN
EXCHANGE FOR YOUR TENDERED OPTIONS THAT WE HAVE ACCEPTED FOR EXCHANGE.
PARTICIPATION IN THE OFFER DOES NOT CONFER UPON YOU THE RIGHT TO REMAIN IN THE
EMPLOY OF LANTE OR ANY OF OUR SUBSIDIARIES. (Page 12)

. HOW MANY NEW OPTIONS WILL I RECEIVE IN EXCHANGE FOR MY TENDERED OPTIONS?

We will grant you new options to purchase a number of shares of our common
stock equal to two-thirds of the number of shares of common stock subject to the
options you tender that we accept for exchange. This means that for every three
options that you tender and we accept for exchange, you will receive two
options. However, we will not issue any options exercisable for fractional
shares. Instead, we will round down to the nearest whole number. For example,
if you tender options exercisable for 2,000 shares that we accept for exchange,
you will receive new options exercisable for 1,333 shares. All new options will
be granted under our 1998 option plan and will be subject to the terms and
conditions of the 1998 option plan and a new option agreement between you and
us. The new option agreement will be in substantially the same form as the
option agreement or agreements for your current options. (Page 5)

. IF I CHOOSE TO TENDER OPTIONS FOR EXCHANGE, DO I HAVE TO TENDER ALL MY
OPTIONS?

You must tender a full option grant. We are not accepting partial tenders
of an individual option grant. For example, if you hold an option to purchase
3,000 shares of common stock at an exercise price of $35.00 per share, you must
either tender all or none of such options; you cannot tender only part of the
option and retain the remainder of the option. On the other hand, if you have
multiple option grants, you may choose not to tender all of your grants. You
will, however, be subject to a "six month look-back" that will require you to
tender all option grants that you received during the six months immediately
prior to the date we accept tendered options for exchange if those grants were
made subsequent to, and have an exercise price lower than the exercise price of,
the grant(s) that you tender. For example, if you received an option grant in
September 2000 with an exercise price of $9.00 per share and a grant in November
2000 with an exercise price of $3.00 and you wanted to tender your September
2000 option grant, you would also be required to tender your November 2000 grant
for exchange. (Page 5)

. WHEN WILL I RECEIVE MY NEW OPTIONS?

We will grant the new options on or about the first business day that is at
least six months and one day after the date we cancel the options accepted for
exchange. If we cancel tendered options on January 23, 2001, the business day
following the scheduled expiration date, the grant date of the new options will
be on or about July 24, 2001. (Page 5)

. WHY WON'T I RECEIVE MY NEW OPTIONS IMMEDIATELY AFTER THE EXPIRATION DATE OF
THE OFFER?

If we were to grant the new options on any date that is earlier than six
months and one day after the date we cancel the options accepted for exchange,
we would be required to record compensation expense against our earnings for
financial reporting purposes. By deferring the grant of the new options for at
least six months and one day, we believe we will not have to record such a
compensation expense. (Page 15)

2
<PAGE>

. IF I TENDER OPTIONS IN THE OFFER, WILL I BE ELIGIBLE TO RECEIVE OTHER
OPTION GRANTS BEFORE I RECEIVE MY NEW OPTIONS?

If we accept options you tender in the offer, we may defer until the grant
date for your new options our grant to you of other options, such as annual,
bonus or promotional options, for which you may be eligible between the date
hereof and the new option grant date. We may defer the grant to you of these
other options if we determine it is necessary for us to do so to avoid (1)
requiring you to tender these options due to the "six month look-back" and (2)
incurring compensation expense against our earnings because of accounting rules
that could apply to these interim option grants as a result of the offer. If
you do not tender options in the offer, however, we may grant you promptly
following the expiration of the offer options that you were eligible to receive
between the date hereof and the expiration date. (Page 8)

. WHAT WILL THE EXERCISE PRICE OF THE NEW OPTIONS BE?

The exercise price of the new options will equal the fair market value of
our common stock on the date we grant the new options. This likely would be
determined based upon the last reported sale price of our common stock on the
Nasdaq National Market on the date we grant the new options. Accordingly, we
cannot predict the exercise price of the new options. BECAUSE WE WILL NOT GRANT
NEW OPTIONS UNTIL AT LEAST SIX MONTHS AND ONE DAY AFTER THE DATE WE CANCEL THE
OPTIONS ACCEPTED FOR EXCHANGE, IT IS POSSIBLE THAT THE NEW OPTIONS MAY HAVE A
HIGHER EXERCISE PRICE THAN SOME OR ALL OF YOUR CURRENT OPTIONS. WE RECOMMEND
THAT YOU OBTAIN CURRENT MARKET QUOTATIONS FOR OUR COMMON STOCK BEFORE DECIDING
WHETHER TO TENDER YOUR OPTIONS. (Page 11)

. WHEN WILL THE NEW OPTIONS VEST?

The new options, unlike the outstanding options (which vest 25% on the
first anniversary of the grant date and monthly thereafter over the next three
years), will have a three-year, monthly vesting schedule that begins on the
grant date of the new options That means the new option grant will (1) become
exercisable in thirty-six equal monthly installments after the grant date of the
new options and (2) assuming we grant the new options on or about July 24, 2001,
be fully exercisable on or about July 24, 2004, subject to the terms and
conditions of the 1998 option plan and your option agreement. No portion of the
new options we grant will be immediately exercisable, even if the options you
tender for exchange are or were scheduled to become exercisable. The three-
year, monthly vesting schedule of the new options will not begin until the grant
date of those options. Therefore, while the new options begin vesting the first
month after the new grant date, you will lose the benefits of any vesting under
options you tender in the offer. (Page 11)

. WILL I HAVE TO PAY TAXES IF I EXCHANGE MY OPTIONS IN THE OFFER?

If you exchange your current options for new options, we believe you will
not be required under current law to recognize income for federal income tax
purposes at the time of the exchange. Further, at the date of grant of the new
options, we believe you will not be required under current law to recognize
income for federal income tax purposes. We recommend that you consult with your
own tax advisor to determine the tax consequences of tendering options pursuant
to the offer. (Page 15)

. WHAT HAPPENS TO OPTIONS THAT I CHOOSE NOT TO TENDER OR THAT ARE NOT
ACCEPTED FOR EXCHANGE?

Nothing, assuming you are not required to tender such options pursuant to
the "six month look-back." Options that you choose not to tender for exchange
or that we do not accept for exchange remain outstanding and retain their
current exercise price and current vesting schedule.

3
<PAGE>

. HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER OPTIONS IN THE OFFER? CAN
THE OFFER BE EXTENDED, AND IF SO, HOW WILL I BE NOTIFIED IF IT IS EXTENDED?

You have until at least 12:00 midnight, Eastern time, on Monday, January
22, 2001 to tender your options in the offer.

We may, in our discretion, extend the offer at any time, but we cannot
assure you that the offer will be extended or, if extended, for how long. If we
extend the offer, we will make a company-wide announcement of the extension no
later than 9:00 a.m. on the next business day following the previously scheduled
expiration date. If we extend the offer, we may delay the acceptance of any
options that have been tendered. (Page 6)

. HOW DO I TENDER MY OPTIONS?

If you decide to tender your options, you must deliver, before the offer
expires, a properly completed and duly executed letter of transmittal and any
other documents required by the letter of transmittal to Lante Corporation, 161
North Clark Street, Suite 4900, Chicago, Illinois 60601, Attn: Scott Smaller,
Treasurer (facsimile number: (312) 696-0060). (Page 7)

. DURING WHAT PERIOD OF TIME MAY I WITHDRAW PREVIOUSLY TENDERED OPTIONS?

You may withdraw your tendered options at any time before the offer
expires. Because we are not accepting partial tenders of an individual option
grant, you may only withdraw options for all or none of the shares of common
stock subject to an individual grant. To withdraw tendered options, you must
deliver to us at the address or facsimile number listed above a written notice
of withdrawal with the required information while you still have the right to
withdraw the tendered options. Once you have withdrawn options, you may re-
tender options only by again following the delivery procedures described above.
(Page 8)

. WHAT DO WE AND OUR BOARD OF DIRECTORS THINK OF THE OFFER?

Although our board of directors has approved this offer, neither we nor our
board of directors makes any recommendation as to whether or not you should
tender your options. You must make your own decision whether to tender options.
For questions regarding tax implications or other investment-related questions,
you should talk to your own legal counsel, accountant and/or financial advisor.

. WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE OFFER?
For additional information or assistance, you should contact:

Your Benefits Representative
Lante Corporation
161 North Clark Street
Suite 4900
Chicago, Illinois 60601
(telephone: (312) 696-5000)

4
<PAGE>

INTRODUCTION

This offer is not conditioned upon a minimum number of options being
tendered. This offer is subject to conditions that we describe in Section 6
below.

As of December 20, 2000, options to purchase 8,365,602 shares of our common
stock were issued and outstanding under the 1998 option plan, of which options
to purchase 2,136,425 shares of our common stock, constituting 25.5%, were held
by eligible employees.

THE OFFER

1. NUMBER OF OPTIONS; EXPIRATION DATE.

Upon the terms and subject to the conditions of the offer, we will exchange
for new options to purchase common stock under the 1998 option plan all
outstanding options under the 1998 option plan held by eligible employees that
are properly tendered and not validly withdrawn in accordance with Section 4
before the "expiration date," as defined below. We will not accept partial
tenders of options for any portion of the shares subject to an individual option
grant. Therefore, you may only tender options for all or none of the shares of
common stock subject to a particular option grant. If you tender an option
grant for exchange, you will be required to also tender all subsequent option
grants with a lower exercise price that you received during the six months
immediately prior to the date we accept tendered options for exchange.

If your options are properly tendered and accepted for exchange, unless we
terminate this offer pursuant to the terms and conditions hereof, you will be
entitled to receive, on or about the first business day that is at least six
months and one day following the date we accept the options tendered for
exchange, new options to purchase the number of shares of our common stock that
is equal to two-thirds of the number of shares subject to the options that you
tendered, subject to adjustments for any stock splits, stock dividends and
similar events that occur prior to the grant date of the new options. However,
we will not issue any options exercisable for fractional shares. Instead, we
will round down to the nearest whole number. IF YOU ARE NOT AN EMPLOYEE OF
LANTE OR ONE OF OUR SUBSIDIARIES FROM THE DATE YOU TENDER OPTIONS THROUGH THE
DATE WE GRANT THE NEW OPTIONS, YOU WILL NOT RECEIVE ANY NEW OPTIONS OR ANY OTHER
CONSIDERATION IN EXCHANGE FOR YOUR TENDERED OPTIONS THAT HAVE BEEN ACCEPTED FOR
EXCHANGE. PARTICIPATION IN THE OFFER DOES NOT CONFER UPON YOU THE RIGHT TO
REMAIN IN THE EMPLOY OF LANTE OR ANY OF OUR SUBSIDIARIES. This means that if
you die or quit or we terminate your employment prior to the date we grant the
new options, you will not receive anything for the options that you tendered and
we canceled.

5
<PAGE>

The term "expiration date" means 12:00 midnight, Eastern time, on Monday,
January 22, 2001, unless and until we, in our discretion, have extended the
period of time during which the offer will remain open, in which event the term
"expiration date" refers to the latest time and date at which the offer, as so
extended, expires. See Section 14 for a description of our rights to extend,
delay, terminate and amend the offer.

2. PURPOSE OF THE OFFER.

We issued the options outstanding under the 1998 option plan to:

. provide our employees an opportunity to acquire or increase a proprietary
interest in us, thereby creating a stronger incentive to expend maximum
effort for our growth and success; and

. encourage our employees to continue their employment by us.

Subject to the foregoing, and except for our workforce reductions and the
closure of our overseas offices in Singapore and Dehli as we announced in a
press release on December 5, 2000 and except as otherwise disclosed in this
offer or in our filings with the SEC, we presently have no plans or proposals
that relate to or would result in:

(a) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving us or any of our
subsidiaries;

(b) any purchase, sale or transfer of a material amount of our assets or
the assets of any of our subsidiaries;

(d) any change in our present board of directors or management, including
a change in the number or term of directors or to fill any existing
board vacancies or to change any executive officer's material terms of
employment;

(e) any other material change in our corporate structure or business;

(f) our common stock not being authorized for quotation in an automated
quotation system operated by a national securities association;

(g) our common stock becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act;

6
<PAGE>

(h) the suspension of our obligation to file reports pursuant to Section
15(d) of the Securities Exchange Act;

(i) the acquisition by any person of any material amount of our securities
or the disposition of any material amount of our securities; or

(j) any change in our certificate of incorporation or bylaws, or any
actions which may impede the acquisition of control of us by any
person.

Neither we nor our board of directors makes any recommendation as to
whether you should tender your options, nor have we authorized any person to
make any such recommendation. You are urged to evaluate carefully all of the
information in this offer to exchange and to consult your own legal, investment
and/or tax advisors. You must make your own decision whether to tender your
options for exchange.

3. PROCEDURES FOR TENDERING OPTIONS.

Proper Tender of Options. To validly tender your options pursuant to the
offer, you must, in accordance with the terms of the letter of transmittal,
properly complete, duly execute and deliver to us the letter of transmittal, or
a facsimile thereof, along with any other required documents. We must receive
all of the required documents at Lante Corporation, 161 North Clark Street,
Suite 4900, Chicago, Illinois 60601, Attn: Scott Smaller, Treasurer, before the
expiration date.

THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING LETTERS OF TRANSMITTAL
AND ANY OTHER REQUIRED DOCUMENTS, IS AT YOUR ELECTION AND RISK. IF YOU DELIVER
BY MAIL, WE RECOMMEND THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED
AND PROPERLY INSURE THE MATERIALS. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT
TIME TO ENSURE TIMELY DELIVERY.

Determination of Validity; Rejection of Options; Waiver of Defects; No
Obligation to Give Notice of Defects. We will determine, in our sole
discretion, all questions as to form of documents and the validity, form,
eligibility, including time of receipt, and acceptance of any tender of options.
Our determination of these matters will be final and binding on all parties. We
reserve the right to reject any or all tenders of options that we determine are
not in appropriate form or that we determine are unlawful to accept. Otherwise,
we will accept properly and timely tendered options that are not validly
withdrawn. We also reserve the right to waive any of the conditions of the
offer or any defect or irregularity in any tender with respect to any particular
options or any particular option holder. No tender of options will be deemed to
have been properly made until all defects or irregularities have been cured by
the tendering option holder or waived by us. Neither we nor any other person is
obligated to give notice of any defects or irregularities in tenders, nor will
anyone incur any liability for failure to give any such notice.

Our Acceptance Constitutes an Agreement. Your tender of options pursuant
to the procedures described above constitutes your acceptance of the terms and
conditions of the offer. OUR ACCEPTANCE FOR EXCHANGE OF YOUR OPTIONS TENDERED
BY YOU PURSUANT TO THE OFFER WILL CONSTITUTE A BINDING AGREEMENT BETWEEN US AND
YOU UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE OFFER.

Subject to our rights to extend, terminate and amend the offer, we
currently expect that we will accept promptly after the expiration of the offer
all properly tendered options that have not been validly withdrawn.

7
<PAGE>

4. WITHDRAWAL RIGHTS.

You may only withdraw your tendered options in accordance with the
provisions of this Section 4.

You may withdraw your tendered options at any time before the expiration
date. In addition, unless we accept your tendered options for exchange before
12:00 midnight, Eastern time, on February 20, 2001, you may withdraw your
tendered options at any time after 12:00 midnight, Eastern time, on February 20,
2001.

To validly withdraw tendered options, an option holder must deliver to us
at the address set forth in Section 3 a written notice of withdrawal, or a
facsimile thereof, with the required information, while the option holder still
has the right to withdraw the tendered options. The notice of withdrawal must
specify the name of the option holder who tendered the options to be withdrawn,
the number of option shares to be withdrawn and the exercise price. Because we
are not accepting partial tenders of an individual option grant, you may only
withdraw options for all or none of the shares of common stock subject to an
individual grant. Except as described in the following sentence, the notice of
withdrawal must be executed by the option holder who tendered the options to be
withdrawn exactly as such option holder's name appears on the option agreement
or agreements evidencing such options. If the signature is by a trustee,
executor, administrator, guardian, attorney-in-fact or another person acting in
a fiduciary or representative capacity, the signer's full title and proper
evidence of the authority of such person to act in such capacity must be
identified on the notice of withdrawal.

You may not rescind any withdrawal. Any options you withdraw will
thereafter be deemed not properly tendered for purposes of the offer, unless you
properly re-tender those options before the expiration date by following the
procedures described in Section 3.

Neither we nor any other person is obligated to give notice of any defects
or irregularities in any notice of withdrawal, nor will anyone incur any
liability for failure to give any such notice. We will determine, in our
discretion, all questions as to the form and validity, including time of
receipt, of notices of withdrawal. Our determination of these matters will be
final and binding.

5. ACCEPTANCE OF OPTIONS FOR EXCHANGE AND ISSUANCE OF NEW OPTIONS.

Upon the terms and subject to the conditions of this offer and as promptly
as reasonably practicable following the expiration date, we will accept for
exchange and cancel options properly tendered and not validly withdrawn before
the expiration date. If your properly tendered options are accepted for exchange
on January 23, 2001, the business day following the scheduled expiration date of
the offer, you will be granted new options on or about July 24, 2001, which is
the first business day that is at least six months and one day following the
date we accept options for exchange. The exercise price of the new options will
equal the fair market value of our common stock on the date of grant.

If we accept options you tender in the offer, we may defer until the grant
date for your new options our grant to you of other options, such as annual,
bonus or promotional options, for which you may be eligible between the date
hereof and the new option grant date. We may defer the grant to you of these
other options if we determine it is necessary for us to do so to avoid (1)
requiring you to tender these options due to the "six month look-back" and (2)
incurring compensation expense against our earnings because of accounting rules
that could apply to these interim option grants as a result of the offer. If you
do not tender options in the offer, however, we may grant you promptly following
the expiration of the offer options that you were eligible to receive between
the date hereof and the expiration date.

8
<PAGE>

For purposes of the offer, we will be deemed to have accepted for exchange
options that are validly tendered and not properly withdrawn as, if and when we
give oral or written notice to the option holders of our acceptance for exchange
of such options, which may be by press release. Subject to our rights to extend,
terminate and amend the offer, we currently expect that we will accept promptly
after the expiration of the offer all properly tendered options that are not
validly withdrawn. Promptly after we accept tendered options for exchange, we
will send each tendering option holder a letter indicating the number of shares
subject to the options that we have accepted for exchange, the corresponding
number of shares that will be subject to the new options and the expected grant
date of the new options.

6. CONDITIONS OF THE OFFER.

Notwithstanding any other provision of the offer, we will not be required
to accept any options tendered for exchange, and we may terminate or amend the
offer, or postpone our acceptance and cancellation of any options tendered for
exchange, in each case, subject to Rule 13e-4(f)(5) under the Securities
Exchange Act, if at any time on or after December 21, 2000 and prior to the
expiration date (1) any of the following events has occurred, or has been
determined by us to have occurred, and, (2) in our reasonable judgment in any
such case and regardless of the circumstances giving rise thereto, including any
action or omission to act by us, the occurrence of such event or events makes it
inadvisable for us to proceed with the offer or with such acceptance and
cancellation of options tendered for exchange:

(a) there shall have been threatened or instituted or be pending any
action or proceeding by any government or governmental, regulatory or
administrative agency, authority or tribunal or any other person, before any
court, authority, agency or tribunal that directly or indirectly challenges the
making of the offer, the acquisition of some or all of the tendered options
pursuant to the offer, the issuance of new options, or otherwise relates in any
manner to the offer or that, in our reasonable judgment, could materially and
adversely affect the business, condition (financial or other), income,
operations or prospects of Lante or our subsidiaries, or otherwise materially
impair in any way the contemplated future conduct of our business or the
business of any of our subsidiaries or materially impair the contemplated
benefits of the offer to us;

(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered, amended,
enforced or deemed to be applicable to the offer or Lante or any of our
subsidiaries, by any court or any authority, agency or tribunal that, in our
reasonable judgment, would or might directly or indirectly:

(1) make the acceptance for exchange of, or issuance of new options
for, some or all of the tendered options illegal or otherwise
restrict or prohibit consummation of the offer or otherwise
relates in any manner to the offer;

(2) delay or restrict our ability, or render us unable, to accept for
exchange, or issue new options for, some or all of the tendered
options;

(3) materially impair the contemplated benefits of the offer to us;
or

(4) materially and adversely affect the business, condition
(financial or other), income, operations or prospects of Lante or
our subsidiaries, or otherwise materially impair in any way the
contemplated future conduct of our business or the business of
any of our subsidiaries or materially impair the contemplated
benefits of the offer to us;

9
<PAGE>

(c) there shall have occurred any change, development, clarification or
position taken in generally accepted accounting principles which could or would
require us to record compensation expense against our earnings in connection
with the offer for financial reporting purposes;

(d) a tender or exchange offer with respect to some or all of our common
stock, or a merger or acquisition proposal for us, shall have been proposed,
announced or made by another person or entity or shall have been publicly
disclosed; or

(e) any change or changes shall have occurred in the business, condition
(financial or other), assets, income, operations, prospects or stock ownership
of Lante or our subsidiaries that, in our reasonable judgment, is or may be
material to Lante or our subsidiaries or materially impairs or may materially
impair the contemplated benefits of the offer to us.

The conditions to the offer are for our benefit. We may assert them in our
discretion regardless of the circumstances giving rise to them prior to the
expiration date. We may waive them, in whole or in part, at any time and from
time to time prior to the expiration date, in our discretion, whether or not we
waive any other condition to the offer. Our failure at any time to exercise any
of these rights will not be deemed a waiver of any such rights. The waiver of
any of these rights with respect to particular facts and circumstances will not
be deemed a waiver with respect to any other facts and circumstances. Any
determination we make concerning the events described in this Section 6 will be
final and binding upon all persons.

7. PRICE RANGE OF COMMON STOCK UNDERLYING THE OPTIONS.

Our common stock is traded on the Nasdaq National Market under the symbol
"LNTE." Our common stock began trading on Nasdaq on February 11, 2000 in
connection with the initial public offering of our common stock. The following
table shows, for the periods indicated, the high and low sales prices per share
of our common stock as reported by the Nasdaq National Market.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED DECEMBER 31, 2000 HIGH LOW
------------------------------------------------------------------ ------ ------
<S> <C> <C>
First Quarter (from February 11, 2000)............................ $87.50 $28.00
Second Quarter.................................................... 35.25 11.75
Third Quarter..................................................... 28.00 4.12
Fourth Quarter (through December 20, 2000......................... 5.22 1.13
</TABLE>

As of December 20, 2000, the last trading day prior to this offer to
purchase, the last reported sale price of our common stock, as reported by the
Nasdaq National Market, was $1.375 per share and there were 39,740,547 shares
outstanding.

WE RECOMMEND THAT YOU OBTAIN CURRENT MARKET QUOTATIONS FOR OUR COMMON STOCK
BEFORE DECIDING WHETHER TO TENDER YOUR OPTIONS.

8. SOURCE AND AMOUNT OF CONSIDERATION; TERMS OF NEW OPTIONS.

Consideration. We will issue new options to purchase common stock under the
1998 option plan in exchange for outstanding options properly tendered by
eligible employees and accepted for exchange by us. We will grant the new
options on or about the first business day that is at least six months and one
day following the date we cancel the options accepted for exchange. The number
of shares of common stock subject to new options to be granted to each option
holder will be equal to two-thirds of the number of shares subject to the
options tendered by such option holder and accepted for exchange, subject to

10
<PAGE>

adjustments for any stock splits, stock dividends and similar events that occur
prior to the grant date of the new options. However, we will not issue any
options exercisable for fractional shares. Instead, we will round down to the
nearest whole number. If we receive and accept tenders of all outstanding
eligible options, we will grant new options to purchase a total of approximately
1,410,040 shares of our common stock and the common stock issuable upon exercise
of the new options will equal approximately 3.4% of the total shares of our
common stock outstanding as of December 20, 2000.

Terms of New Options. The new options will be issued under the 1998 option
plan and a new option agreement between us and each option holder who has
tendered options in the offer. Except with respect to the exercise price and the
vesting schedule and as otherwise specified in the offer, we expect that the
terms and conditions of the new options will be substantially the same as the
terms and conditions of the options tendered for exchange. The following
description summarizes the material terms of the 1998 option plan and the
options granted under the plan.

General. The maximum number of shares of common stock available for
issuance pursuant to the exercise of options granted under the 1998 option plan
is currently 15,000,000. The 1998 option plan permits the granting of non-
qualified stock options (i.e., stock options that are not incentive stock
options within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code")). All options subject to this offer are non-qualified
stock options.

Administration. The 1998 option plan is administered by the compensation
committee of our board of directors and provides the committee with broad
discretion to fashion the terms of grants of options, including type, size and
exercise price, as it deems appropriate. The committee also selects the persons
to whom options are granted.

Term. The outstanding options that have been granted to our non-employee
directors and advisory group members have terms of seven years and all other
outstanding option grants under the 1998 option plan have terms of nine years.
Subject to the provisions of the 1998 option plan and your option agreement, the
new options to be granted pursuant to the offer will have a term of, and
therefore expire, nine years from the date of grant.

Exercise Price. The exercise price of each option is determined by the
compensation committee, but may not be less than 100% of the fair market value
of a share of our common stock on the date of grant. The exercise price of the
new options to be granted pursuant to the offer will equal the fair market value
of our common stock on the date of the grant. This means that assuming our
common stock is still listed on the Nasdaq National Market at that time, the
exercise price of the new options will equal the last reported sale price of our
common stock on the Nasdaq National Market on the date of grant. BECAUSE WE WILL
NOT GRANT NEW OPTIONS UNTIL AT LEAST SIX MONTHS AND ONE DAY AFTER THE DATE WE
CANCEL THE OPTIONS ACCEPTED FOR EXCHANGE, IT IS POSSIBLE THAT THE NEW OPTIONS
MAY HAVE A HIGHER EXERCISE PRICE THAN SOME OR ALL OF YOUR CURRENT OPTIONS. WE
RECOMMEND THAT YOU OBTAIN CURRENT MARKET QUOTATIONS FOR OUR COMMON STOCK BEFORE
DECIDING WHETHER TO TENDER YOUR OPTIONS.

Vesting and Exercise. The compensation committee determines at what time
or times each option may be exercised and the period of time, if any, after
retirement, death, disability or termination of employment during which options
may be exercised. The exercisability of options may be accelerated by the
compensation committee.

The new options, unlike the outstanding options (which vest 25% on the
first anniversary of the grant date and monthly thereafter over the next three
years), will have a three-year, monthly vesting

11
<PAGE>

schedule that begins on the grant date of the new options That means the new
option grant will (1) become exercisable in thirty-six equal monthly
installments after the grant date of the new options and (2) assuming we grant
the new options on or about July 24, 2001, be fully exercisable on or about July
24, 2004, subject to the terms and conditions of the 1998 option plan and your
option agreement. No portion of the new options we grant will be immediately
exercisable, even if the options you tender for exchange are or were scheduled
to become exercisable. The three-year, monthly vesting schedule of the new
options will not begin until the grant date of those options. Therefore, while
the new options will begin vesting one month after the grant date, you will lose
the benefits of any vesting under options you tender in the offer.

Method of Exercising Options. After the new options begin vesting, the
option holder may exercise the options in accordance with the terms of the 1998
option plan and the option holder's option agreement by providing to us (1) a
written notice identifying the option and stating the number of shares of common
stock that the option holder desires to purchase and (2) payment in full of the
option price per share for the shares of common stock then being acquired by
certified or cashier's check payable to the order of Lante in full payment for
the shares of common stock being purchased. We may also in our discretion
provide for alternate means of exercise of the options.

Prohibition Against Transfer, Pledge and Attachment. The options, and
the rights and privileges conferred by them, are personal to the option holder
and may not be transferred, assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise), and during the option holder's
lifetime shall be exercisable only by the option holder. The option holder may
transfer the options, and the rights and privileges conferred by it, upon the
option holder's death, either by will or under the laws of descent and
distribution, or by beneficiary designation made in such form and subject to
such limitations as may from time to time be acceptable to the compensation
committee and delivered to and accepted by the committee. Notwithstanding the
foregoing, the option holder may transfer all or part of the options to the
option holder's immediate family members, to trusts for the benefit of the
option holder and/or such immediate family members and to partnerships or other
entities in which the option holder and/or such immediate family members own all
the equity interests; provided, however, the option holder may not make such a
transfer to any such person without our prior written consent, which consent may
be granted or denied in our sole discretion. All such persons shall be subject
to all of the terms and conditions of the options to the same extent as the
option holder.

Termination of Employment. IF YOU ARE NOT AN EMPLOYEE OF LANTE OR ONE OF
OUR SUBSIDIARIES FROM THE DATE YOU TENDER OPTIONS THROUGH THE DATE WE GRANT THE
NEW OPTIONS, YOU WILL NOT RECEIVE ANY NEW OPTIONS OR ANY OTHER CONSIDERATION IN
EXCHANGE FOR YOUR TENDERED OPTIONS THAT HAVE BEEN ACCEPTED FOR EXCHANGE. This
means that if you die, quit or we terminate your employment prior to the date we
grant the new options, you will not receive anything for your cancelled options
that you tendered. After the grant date of the new options, if the option
holder ceases to be an employee of Lante for any reason other than disability or
death, then the option holder shall have until the earlier of (1) the expiration
date of such option, or (2) ninety (90) days from the date of termination of the
option holder's employment to exercise the options to the extent to which the
option holder would otherwise have been entitled to exercise the option on or
prior to the date of such termination. To the extent the option holder is not
entitled to exercise the options prior to the date of the option holder's
termination, such outstanding and unexercised option shall immediately lapse and
the option holder shall have no further rights with respect to it, effective as
of the date of termination of the option holder's employment.

After the date of grant of the new options, if the option holder's
employment with Lante is terminated due to disability or death, the options
shall be exercisable until the earlier of (1) the expiration date of such
option, or (2) one (1) year from the date of such disability or death to the
extent to which the

12
<PAGE>

option holder would otherwise be entitled to exercise the options on or prior to
the date of such termination. To the extent the option holder is not entitled to
exercise any portion of the options prior to the date of the option holder's
termination due to disability or death, such unexercised portion of the options
shall immediately lapse, effective as of the date of termination of the option
holder's employment on account of disability or death.

Registration of Option Shares. All shares of common stock issuable upon
exercise of options under the 1998 option plan, including the shares that will
be issuable upon exercise of all new options to be granted pursuant to the
offer, have been registered under the Securities Act on a registration statement
on Form S-8 filed with the SEC.

Effect of Change of Control. If we merge or are consolidated with, or sell
substantially all of our assets or stock to, another entity prior to the grant
date of the new options, the obligation to issue the new options will survive
the change of control transaction. If we were to enter into a change of control
transaction, we anticipate negotiating the terms of such transaction such that
employees who tender options pursuant to the offer would receive options to
purchase securities of the acquiror.

Federal Income Tax Consequences of Non-Qualified Stock Options. Under
current law, because options granted under the 1998 option plan do not have a
readily ascertainable value, an option holder will not realize taxable income
upon the grant of a non-qualified stock option. However, when an option holder
exercises the option, the difference between the exercise price of the option
and the fair market value of the shares subject to the option on the date of
exercise will be compensation income taxable to the option holder. We will be
entitled to a deduction equal to the amount of compensation income taxable to
the option holder if we comply with applicable reporting requirements.

An option holder who has transferred a non-qualified stock option to a
family member by gift will realize taxable income at the time the option is
exercised by the family member. The option holder will be subject to withholding
of income and employment taxes at that time. The family member's tax basis in
the shares will be the fair market value of the shares on the date the option is
exercised. The transfer of vested non-qualified stock options will be treated as
a completed gift for gift and estate tax purposes. Once the gift is completed,
neither the transferred options nor the shares acquired on exercise of the
transferred options will be eligible for inclusion in the option holder's estate
for estate tax purposes.

If an option holder tenders shares in payment of part or all of the
exercise price of a non-qualified stock option, no gain or loss will be
recognized with respect to the shares tendered and the option holder will be
treated as receiving an equivalent number of shares pursuant to the exercise of
the option in a nontaxable exchange. The tax basis of the shares tendered will
be treated as the substituted tax basis for an equivalent number of shares
received, and these new shares will be treated as having been held for the same
holding period as the holding period applicable to the tendered shares.
Additional newly acquired shares will have a tax basis equal to the fair market
value of such shares on the date of exercise of the option. The difference
between the aggregate exercise price and the aggregate fair market value of the
shares received pursuant to the exercise of the option will be taxed as ordinary
income, just as if you had paid the exercise price in cash.

Our statements in this offer concerning the 1998 option plan and the new
options are merely summaries and do not purport to be complete. The statements
are subject to, and are qualified in their entirety by reference to, all
provisions of the 1998 option plan and the form of option agreement under the
1998 option plan, each of which is filed as an exhibit to the Tender Offer
Statement on Schedule TO, of which this offer to exchange is a part. See Section
16 for a discussion of how to obtain copies of the 1998 option plan and form of
option agreement.

13
<PAGE>

9. INFORMATION CONCERNING LANTE.

We are an Internet services company that develops sophisticated technology-
based solutions that are secure, reliable and scalable and integrated with
multiple back-end systems. Our solutions focus on helping our clients build e-
markets and helping market participants and service providers integrate e-
markets into their operations. Our strategists, user experience experts and
technologists work as a multi-disciplinary team to build these solutions. We
integrate our competencies through an iterative development process with the
client that is overseen by our delivery management specialists.

Since our inception in 1984, we have been innovators in applying emerging
technologies to businesses, evolving from personal computer networks to database
applications to distributed client-server architectures to the Internet. We
began focusing on e-markets in late 1996 and virtually all of our revenues are
now derived from related Internet services. We expect revenues from Internet
services to continue to represent virtually all of our revenues for the
foreseeable future.

Our client base ranges from smaller start-up ventures to larger,
established companies. Our current client mix is weighted toward smaller start-
up ventures, however, we are continuing efforts to shift our client base toward
established companies and industry-sponsored e-market consortia.

We were originally incorporated in Illinois in 1984 and reincorporated in
Delaware on October 1, 1999. Our principal executive offices are located at 161
North Clark Street, Suite 4900, Chicago, Illinois 60601 and our telephone number
is (312) 696-5000. Our web site is located at www.lante.com. The information on
our web site is not a part of this offer to exchange.

10. INTERESTS OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS
CONCERNING THE OPTIONS.

A list of our directors and executive officers is attached to this offer to
exchange as Schedule A. As of December 20, 2000, our executive officers and non-
employee directors as a group beneficially owned options outstanding under the
1998 option plan to purchase a total of 2,307,542 shares of our common stock,
which represented approximately 27.6% of the shares subject to all options
outstanding under the plan as of that date. None of these options to purchase
shares of common stock are eligible to be tendered in the offer.

On November 9, 2000, John Landry, one of our directors, exercised an option
to purchase 112,500 shares of our common stock at an exercise price of $0.225
per share and an option to purchase 80,000 shares of our common stock at an
exercise price of $2.25 per share. As of that date, 29,167 of the 112,500
options had vested and 20,000 of the 80,000 had vested. However, in accordance
with the 1998 option plan, Mr. Landry was granted the right to exercise all of
the options and receive restricted shares of our common stock subject to the
same vesting requirements as his exercised option.

During the past 60 days, we have granted options to purchase 363,900 shares
of our common stock with exercise prices per share ranging from $1.9375 to
$4.875. None of these options were granted to our executive officers and
directors. During the past 60 days, individuals have exercised options to
acquire 224,792 shares of our common stock with exercise prices per share
ranging from $0.225 and $2.245.

Except as otherwise described above, there have been no transactions in
options to purchase our common stock or in our common stock which were effected
during the past 60 days by Lante, or to our knowledge, by any executive officer,
director, affiliate or subsidiary of Lante.

14
<PAGE>

11. STATUS OF OPTIONS ACQUIRED BY US IN THE OFFER; ACCOUNTING CONSEQUENCES OF
THE OFFER.

Options we acquire pursuant to the offer will be canceled and the shares of
common stock subject to those options will be returned to the pool of shares
available for grants of new options under the 1998 option plan, including for
issuance upon the exercise of new options issued by us pursuant to the offer. To
the extent such shares are not fully reserved for issuance upon exercise of the
new options to be granted in connection with the offer, the shares will be
available for future awards to employees and other eligible plan participants
without further stockholder action, except as required by applicable law or the
rules of the Nasdaq National Market or any other securities quotation system or
any stock exchange on which our common stock is then quoted or listed.

We believe that we will not incur any compensation expense solely as a
result of the transactions contemplated by the offer because we will not grant
any new options until a business day that is at least six months and one day
after the date that we accept and cancel options tendered for exchange; and the
exercise price of all new options will equal the market value of the common
stock on the date we grant the new options. We will also require each option
holder to tender all option grants that he or she received during the six months
immediately prior to the date we accept tendered options for exchange if those
grants were made subsequent to, and have an exercise price lower than the
exercise price of, the grant(s) that such option holder tenders.

We may incur compensation expense, however, if we grant any options to a
tendering option holder having an exercise price less than the exercise price of
any options tendered for exchange by that tendering option holder between the
date hereof and the scheduled new option grant date. We may defer the grant to
you of these other options if we determine it is necessary for us to do so to
avoid (1) requiring you to tender these options due to the "six month look-back"
and (2) incurring compensation expense against our earnings because of
accounting rules that could apply to these interim option grants as a result of
the offer.

12. LEGAL MATTERS; REGULATORY APPROVALS.

We are not aware of any license or regulatory permit that appears to be
material to our business that might be adversely affected by our exchange of
options and issuance of new options as contemplated by the offer, or of any
approval or other action by any government or governmental, administrative or
regulatory authority or agency, domestic or foreign, that would be required for
the acquisition or ownership of our options as contemplated herein. Should any
such approval or other action be required, we presently contemplate that we will
seek such approval or take such other action. We are unable to predict whether
we may determine that we are required to delay the acceptance of options for
exchange pending the outcome of any such matter. We cannot assure you that any
such approval or other action, if needed, would be obtained or would be obtained
without substantial conditions or that the failure to obtain any such approval
or other action might not result in adverse consequences to our business. Our
obligation under the offer to accept tendered options for exchange and to issue
new options for tendered options is subject to conditions, including the
conditions described in Section 6.

13. MATERIAL FEDERAL INCOME TAX CONSEQUENCES.

The following is a general summary of the material federal income tax
consequences of the exchange of options pursuant to the offer. This discussion
is based on the Code, its legislative history, treasury regulations thereunder
and administrative and judicial interpretations thereof as of the date of the
offer, all of which are subject to change, possibly on a retroactive basis. This
summary does not discuss

15
<PAGE>

all of the tax consequences that may be relevant to you in light of your
particular circumstances, nor is it intended to be applicable in all respects to
all categories of option holders.

We believe that the exchange of tendered options for new options will be
treated as a non-taxable exchange. Therefore, the option holders who exchange
outstanding options for new options will not be required to recognize income for
federal income tax purposes at the time of the exchange.

We also believe the grant of options is not recognized as taxable income.
Therefore, at the date of grant of the new options, the option holders will not
be required to recognize additional income for federal income tax purposes.

WE RECOMMEND THAT YOU CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE
FEDERAL, STATE AND LOCAL TAX CONSEQUENCES OF PARTICIPATING IN THE OFFER.

14. EXTENSION OF OFFER; TERMINATION; AMENDMENT.

We expressly reserve the right, in our discretion, at any time and from
time to time, and regardless of whether or not any event set forth in Section 6
has occurred or is deemed by us to have occurred, to extend the period of time
during which the offer is open and thereby delay the acceptance for exchange of
any options by giving oral or written notice of such extension to the option
holders and making a public announcement thereof.

We also expressly reserve the right, in our reasonable judgment, prior to
the expiration date to terminate or amend the offer and to postpone our
acceptance and cancellation of any options tendered for exchange upon the
occurrence of any of the conditions specified in Section 6, by giving oral or
written notice of such termination or postponement to the option holders and
making a public announcement thereof. Our reservation of the right to delay our
acceptance and cancellation of options tendered for exchange is limited by Rule
13e-4(f)(5) promulgated under the Securities Exchange Act, which requires that
we must pay the consideration offered or return the options tendered promptly
after termination or withdrawal of a tender offer.

Amendments to the offer may be made at any time and from time to time by
public announcement of the amendment. In the case of an extension, the amendment
must be issued no later than 9:00 a.m., Chicago time, on the next business day
after the last previously scheduled or announced expiration date. Any company-
wide announcement made pursuant to the offer will be disseminated promptly to
option holders in a manner reasonably designed to inform option holders of such
change. Any company-wide announcement most likely would be made by e-mail.

If we materially change the terms of the offer or the information
concerning the offer, or if we waive a material condition of the offer, we will
extend the offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3)
under the Securities Exchange Act. These rules require that the minimum period
during which an offer must remain open following material changes in the terms
of the offer or information concerning the offer, other than a change in price
or a change in percentage of securities sought, will depend on the facts and
circumstances, including the relative materiality of such terms or information.

15. FEES AND EXPENSES.

We will not pay any fees or commissions to any broker, dealer or other
person for soliciting tenders of options pursuant to this offer to exchange.

16
<PAGE>

16. ADDITIONAL INFORMATION.

With respect to the offer, we have filed with the SEC a Tender Offer
Statement on Schedule TO, of which this offer to exchange is a part. This offer
to exchange does not contain all of the information contained in the Schedule TO
and the exhibits to the Schedule TO. We recommend that you review the Schedule
TO, including its exhibits, before making a decision on whether to tender your
options.

We are subject to the informational filing requirements of the Securities
Exchange Act and, in accordance therewith, are obligated to file reports, proxy
statements and other information with the SEC relating to our business,
financial condition and other matters. Such reports, proxy statements and other
information, including the Schedule TO, our annual report on Form 10-K for the
fiscal year ended December 31, 1999 and our quarterly report on Form 10-Q for
the fiscal period ended September 30, 2000, can be inspected and copied at the
public reference facilities maintained by the SEC at Judiciary Plaza, 450 Fifth
Street, N.W., Room 2120, Washington D.C. 20549; and at its regional offices
located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511 and at 7 World Trade Center, New York, New York 10048.
Copies of such materials may also be obtained (1) at no charge from our Web site
at http://www.lante.com or (2) by mail, upon payment of the SEC's customary
charges, from the SEC's Public Reference Room at Judiciary Plaza, 450 Fifth
Street, N.W., Washington D.C. 20549. Information about the operation of this
public reference room can be obtained by calling the SEC at 1-800-SEC-0330. The
SEC also maintains a Web site at http://www.sec.gov that contains reports, proxy
statements and information statements and other information regarding
registrants, including Lante, that file electronically with the SEC.

17. MISCELLANEOUS.

This offer to exchange includes forward-looking statements that reflect our
current expectations and projections about our future results, performance,
prospects and opportunities. We have tried to identify these forward-looking
statements by using words including "may," "will," "expects," "anticipates,"
"believes," "intends", "could", "should" and "estimates" and similar
expressions. These forward-looking statements are based on information currently
available to us and are subject to a number of risks, uncertainties and other
factors that could cause our actual results, performance, prospects or
opportunities in the remainder of 2000 and beyond to differ materially from
those expressed in, or implied by, these forward-looking statements. These
risks, uncertainties and other factors include, but are not limited to:

. our ability to attract new clients and obtain new and expanded assignments
from existing clients;

. continued growth in demand for consulting services such as those offered
by us;

. increasing competition in the Internet professional services market;

. our ability to predict revenues from project-based client engagements;

. our ability to accurately estimate the cost, scope and duration of our
engagements and to collect on amounts billed for such arrangements;

. our concentrated client base;

. our ability to manage our growth, quickly respond to changes in our
marketplace and meet client expectations;

17
<PAGE>

. the percentage of our client's that are development stage ventures that
will require significant additional capital or are more established
entities with longer decision and contracting cycles;

. our ability to hire and retain executive management, regional managing
directors and other qualified personnel;

. our ability to effectively utilize our personnel;

. the rate of acceptance and use of the Internet as a means for commerce;

. our ability to keep pace with technological changes and future regulations
affecting our business; and

. the implementation of eMarkets or the Internet generally.

For further information about these and other risks, uncertainties and
factors, please review the disclosure included under the captions "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Factors that Could Affect our Operations" in our annual report on
Form 10-K for the fiscal year ended December 31, 1999 and "Item 2. Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Outlook" in our quarterly report on Form 10-Q for the fiscal quarter ended
September 30, 2000. Except as otherwise required by federal securities laws, we
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events, changed
circumstances or any other reason after the date of this offer to exchange.

We are not aware of any jurisdiction where the making of the offer is not
in compliance with applicable law. If we become aware of any jurisdiction where
the making of the offer is not in compliance with any valid applicable law, we
will make a good faith effort to comply with such law. If, after such good faith
effort, we cannot comply with such law, the offer will not be made to, nor will
tenders be accepted from or on behalf of, the option holders residing in such
jurisdiction.

WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF
AS TO WHETHER OR NOT YOU SHOULD TENDER YOUR OPTIONS PURSUANT TO THE OFFER. YOU
SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH WE
HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR
TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THE
INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DOCUMENT OR IN THE RELATED
LETTER OF TRANSMITTAL. IF ANYONE MAKES ANY RECOMMENDATION OR REPRESENTATION TO
YOU OR GIVES YOU ANY INFORMATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION,
REPRESENTATION OR INFORMATION AS HAVING BEEN AUTHORIZED BY US.

Lante Corporation December 21, 2000

18
<PAGE>

SCHEDULE A

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF
LANTE CORPORATION

The directors and executive officers of Lante Corporation and their
positions and offices as of December 21, 2000, are set forth in the following
table:

<TABLE>
<CAPTION>
NAME POSITION AND OFFICES HELD
---------- ----------------------------------------------------

<S> <C>
Mark Tebbe.................................. Chairman of the Board of Directors
C. Rudy Puryear............................. President, Chief Executive Officer and Director
Brian Henry................................. Executive Vice President and Chief Financial Officer
Marvin Richardson........................... Chief Technology Officer
John Harne.................................. Chief Creative Officer
Thaddeus Malik.............................. Vice President, General Counsel
Rick Gray................................... Vice President - Marketing
Marla Mellies............................... Vice President - Human Resources
John Oltman................................. Vice Chairman of the Board of Directors
Paul Carbery................................ Director
James Cowie................................. Director
Judith Hamilton............................. Director
John Kraft.................................. Director
John Landry................................. Director
Paul Yovovich............................... Director
</TABLE>

The address of each director and executive officer is: c/o Lante
Corporation, 161 North Clark Street, Suite 4900, Chicago, Illinois 60601.
<PAGE>

OFFER TO EXCHANGE OPTIONS
UNDER THE
LANTE STOCK OPTION PLAN

----------------------

If you wish to tender your options for exchange, you must complete and sign the
letter of transmittal in accordance with its instructions, and mail, fax or hand
deliver it and any other required documents to us at Lante Corporation, 161
North Clark Street, Suite 4900, Chicago, Illinois 60601, Attn: Scott Smaller,
Treasurer (facsimile number: (312) 696-0060).

Any questions, requests for assistance or additional copies of any documents
referred to in the offer to exchange may be directed to your benefits
representative, Lante Corporation, 161 North Clark Street, Suite 4900, Chicago,
Illinois 60601 (telephone: (312) 696-5000).

----------------------

December 21, 2000