<PAGE>   1
                                                                     Exhibit 3.3

<TABLE>
<S>                                         <C>                                     <C>
    For Ministry Use Only                                                          Ontario Corporation Number                 1
A l'usage exclusif du ministere                                                    Numero de la compagnie en Ontario
[SEAL]  Ministry of                          Ministere de
        Consumer and                         la Consommation                                    1401922
        Commercial Relations                 et du Commerce
 CERTIFICATE                                 CERTIFICAT
 This is to certify that these               Ceci certifie que les presents        Trans   Line         Comp  Method
 articles are effective on                   statuts entrent en vigueur le         Code    No.   Stat.  Type  Incorp.   Share
                                                                                     A      0      0      A     3         S
        FEBRUARY 15                          FEVRIER, 2000                          18      20    28     29     30        31
        ------------------------------       ------------------------------

                                 [SIGNATURE]                                       Notice
                              Director/Directeur                                   Req'd               Jurisdiction
        Business Corporations Act/Lor sur les societes par actions                   N              ONTARIO               A
                                                                                    32              33            47      57


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

                                                      ARTICLES OF AMALGAMATION
                                                         STATUTS DE FUSION

                 1. The name of the amalgamated corporation is:                Denomination sociale de la compagnie issue
                                                                               de la fusion:
   Form 4
  Business
Corporations                        D E L A N O     T E C H N O L O G Y     C O R P O R A T I O N
    Act

 Formule
 numero 4
   Loi           2. The address of the registered office is:                   Addresse du siege social:
 sur les
compagnies
                    40 West Wilmot Street
                 ------------------------------------------------------------------------------------------------------------------
                                  (Street & No. or R.R. No. & if Multi-Office Building give Room No.)
                                       (Rue et numero ou numero de la R.R. et, s'il s'agit d'un
                                                  edifice a bureau, numero du bereau)

                    Richmond Hill, Ontario                                                     L4B 1H8
                 ------------------------------------------------------------------------------------------------------------------
                              (Name of Municipality of Post Office)                          (Postal Code)
                          (Nom de la municipalite ou du bureau de poste)                     (Code Postal)


                 3. Number (or minimum and maximum number)                     Nombre (ou nombres minimal et maximal)
                    of director is:                                            d'administrateurs:

                    A minimum of three (3) and a maximum of ten (10).
                 -------------------------------------------------------------------------------------------------------------------

                 4. The director(s) is/are:           Administrateur(s):                             Resident Canadian
                                                                                                     State
                 First name, initials and last name   Residence address, giving Street & No. or      Yes or No
                 Prenom, initiales et nom de famille  R.R. No., Municipality and Postal Code         Resident Canadien
                                                      Adresse personnelle, y compris la rue et       Oui/Non
                                                      le numero, le numero de la R.R., le nom de
                                                      la municipalite et le code postal
                 ------------------------------------------------------------------------------------------------------------------
                                                      See Attached page 1A

</TABLE>
<PAGE>   2
                                                                              1A

4.   The directors are:

<TABLE>
<CAPTION>
First Name, initials
and last name                 Residence address             Resident Canadian
-----------------------       -----------------             -----------------
<S>                           <C>                           <C>
Bahman Koohestani             16 Portsmith Road             Yes
                              Toronto, Ontario
                              M2L 2W8

Dennis Bennie                 52 Owen Blvd.                 Yes
                              Toronto, Ontario
                              M2P 1E9

John Gregory Foresi           56 Falling Leaf Court         Yes
                              Aurora, Ontario
                              L4G 6K6

Ian Giffen                    5 Orchard Street              Yes
                              Markham, Ontario
                              L3P 2S9

Albert Amato                  364 Glencairn Avenue          Yes
                              Toronto, Ontario
                              M5N 1V1

David Woodley                 874042 5th Line EHS           Yes
                              Mono Township
                              L9W 2Y8
</TABLE>

<PAGE>   3

5. A) The amalgamation agreement has   A) Les actionnaires de chaque compagnie 2
      been duly adopted by the            qui fusionne ont dument adopte la
      shareholders of each of the         convention de fusion conformement au
      amalgamating corporations as        paragraphe 176(4) de la Loi sur les
      required by subsection 176(4)       compagnies a la date mentionee
      of the Business Corporations        ci-dessous.
      Act on the date set out below.


                                     [ X ]


                           Check              Cocher
                           A or B             A ou B


                                     [   ]


   B) The amalgamation has been        B) Les administrateurs de chaque
      approved by the directors of        compagnie qui fusionne ont approuve
      each amalgamating corporation       la fusion par voie de resolution
      by a resolution as required by      conformement a l'article 177 de la
      section 177 of the Business         Loi sur les compagnies a la date
      Corporations Act on the date        mentionee ci-dessous. Les statuts de
      set out below.                      fusion reprennent essentiellement
      The articles of amalgamation        les despositions des status
      in substance contain the            constituifs de
      provisions of the articles of
      incorporation of




--------------------------------------------------------------------------------
      and are more particularly set       et sont enonces tetuellement aux
      out in these articles.              presents status.




<TABLE>
<CAPTION>
Names of amalgamating    Ontario Corporation Number    Date of Adoption/Approval
corporations             Numero de la compagnie en     Date d'adoption ou
Denomination sociale     Ontario                       d'approbation
des compagnies qui
fusionnent
--------------------------------------------------------------------------------
<S>                      <C>                           <C>
Delano Technology        1294608                       December 13, 1999
Corporation


XDL Delano Holdings      1305170                       February 7, 2000
Inc.
</TABLE>
<PAGE>   4

                                                                               3


6.   Restrictions, if any, on business the corporation may carry on or on powers
     the corporation exercise.

     Limites, sil ya lieu, imposees aux activites commerciales ou aux pouvoirs
     de la compagnie.

     None



7.   The classes and any maximum number of shares that the corporation is
     authorized to issue.

     Categories et nombre maximal, s'il y a lieu, d'actions que la compagnie est
     autorisee a emettre:

     An unlimited number of Common Shares; and
     an unlimited number of Preference Shares.




<PAGE>   5

                                                                               4


8.   Rights, privileges, restrictions and conditions (if any) attaching to each
     class of shares and directors authority with respect to any class of shares
     which may be issued in series:

     Droits, privileges, restrictions et conditions, s'il y a lieu, rattaches a
     chaque categorie d'actions et pouvoirs des administrateurs relatifs a
     chaque categorie d'actions qui peut etre emise en serie :

     See pages 4A and 4B.



<PAGE>   6

                                                                              4A


COMMON SHARES

1.   VOTING RIGHTS

Each holder of Common Shares shall be entitled to receive notice of and to
attend all meetings of shareholders of the Corporation and to vote thereat,
except meetings at which only holders of a specified class of shares (other
than Common Shares) or specified series of shares are entitled to vote. At all
meetings of holders of Common Shares, each holder of Common Shares shall be
entitled to one vote in respect of each Common Share held by such holder.

2.   DIVIDENDS

The Common Shares shall be entitled, subject to the rights, privileges,
restrictions and conditions attaching to any other class of shares of the
Corporation, to receive any dividend declared by the Board of Directors of the
Corporation.

3.   LIQUIDATION, DISSOLUTION OR WINDING-UP

In the event of any liquidation, dissolution or winding-up of the Corporation
or other distribution of assets of the Corporation among its shareholders for
the purpose of winding-up its affairs, subject to the rights, privileges,
restrictions and conditions attaching to any other class of shares of the
Corporation, the assets and funds of the Corporation available for distribution
to shareholders shall be distributed among the holders of the Common Shares,
pro rata based on the number of Common Shares held by each holder and any other
participating outstanding series or class of shares convertible into Common
Shares.

PREFERENCE SHARES

The Preference Shares, as a class, shall have the following rights, privileges,
restrictions and conditions:

1.   One or more series -- The Preference Shares may from time to time be
issued in one or more series;

2.   Terms of each series -- Subject to the following provisions, and subject
to the filing of articles of amendment in prescribed form and the endorsement
thereon of a certificate of amendment, in accordance with the Business
Corporations Act (Ontario), the directors may fix from time to time before such
issue the number of shares that is to comprise each series and the
designation, rights, privileges, restrictions and conditions attaching to each
series of Preference Shares including, without limiting the generality of the
foregoing, the issue price per share, the rate or amount of any dividends or
the method of calculating any dividends, the dates of payment thereof, any
redemption, purchase and/or conversion prices and terms and conditions of any
redemption, purchase and/or conversion, and any sinking fund or other
provisions;
<PAGE>   7
                                      -2-
                                                                              4B

3.   Ranking of Preference Shares -- The Preference Shares of each series
shall, with respect to the payment of any dividends and any distribution of
assets or return of capital in the event of liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary, or any other return of
capital or distribution of the assets of the Corporation among its shareholders
for the purpose of winding up its affairs, rank on a parity with the Preference
Shares of every other series and be entitled to a preference over the Common
Shares, and over any other shares of the Corporation ranking junior to the
Preference Shares. The Preference Shares of any series may also be given such
other preferences, not inconsistent with these articles, over the Common
Shares, and any other shares of the Corporation ranking junior to such
Preference Shares as amy be fixed in accordance with section 2;

4.   Cumulative Dividends and Payments on the Return of Capital -- If any
cumulative dividends, whether or not declared, or any amounts payable on the
return of capital in the event of the liquidation, dissolution or winding up of
the Corporation, in respect of a series of Preference Shares are not paid in
full, the shares of such series of Preference Shares shall participate rateably
with the shares of all other series of Preference Shares in respect of, all
accumulated cumulative dividends, whether or not declared, or all amounts
payable on the return of capital in the event of the liquidation, dissolution
or winding up of the Corporation, as the case may be.

5.   Conversion into Common Shares -- The Preference Shares of any series may
be made convertible into Common Shares;

6.   Voting -- Subject to the provisions of the Business Corporations Act
(Ontario), and section 7 below, the Preference Shares shall have no voting
rights as a class;

7.   Variation of rights -- The provisions attaching to the Preference Shares
as a class may be amended or repealed at any time with such approval as may
then be required by law to be given by the holders of the Preference Shares as
a class.

<PAGE>   8

                                                                              5


9.   The issue, transfer or ownership of shares is/is not restricted and the
     restrictions (if any) are as follows:

     L'emission, le transfert ou la propriete d'actions est/n'est pas
     restreinte. Les restrictions, s'il y a lieu, sont les suivantes:

     None


10.  Other provisions (if any):

     Autres dispositions, s'il y a lieu:

     Pursuant to the terms of the Amalgamation Agreement dated November 30,
     1999, as amended by Amendment No. 1 dated February 7, 2000, the effective
     date and time of the amalgamation is February 15, 2000 at 5:00 p.m.


11.  The statements required by subsection 178(2) of the Business Corporations
     Act are attached as Schedule "A".

     Les declarations exigees aux termes du paragraphe 178(2) de la Loi sur les
     compagnies constituent l'annexe "A".

12.  A copy of the amalgamation agreement or directors resolutions (as the case
     may be) is/are attached as Schedule "B".

     Une copie de la convention de fusion ou les resolutions des
     administrateurs (selon le cas) constitute(nt) l'annexe "B".


<PAGE>   9

                                                                               6

These articles are signed in duplicate

Les presents statuts sont signes en double exemplaire.

Names of the amalgamating corporations and signatures and descriptions of
office of their proper officers

Denomination sociale des compagnies qui fusionnent, signature et fonction de
leurs dirigeants regulierement designes.


                                   DELANO TECHNOLOGY CORPORATION


                                   By: /s/ David Lewis
                                       -------------------------------
                                       David Lewis
                                       Secretary


                                   XDL DELANO HOLDINGS INC.


                                   By: /s/ David Latner
                                       -------------------------------
                                       David Latner
                                       Vice-President and Secretary
<PAGE>   10
                                 SCHEDULE "A"

                        STATEMENT OF DIRECTOR OR OFFICER


     1. John Gregory Foresi, of the Town of Aurora, in the Province of Ontario,
solemnly state that:

1.   I am the President and a director of Delano Technology Corporation, one of
the amalgamating corporations (hereinafter called the "Corporation") and as
such have personal knowledge of the matters herein deposed to.

2.   There are reasonable grounds for believing that:

     (a)  the Corporation is and the amalgamated corporation will be able to pay
          its liabilities as they become due:

     (b)  the realizable value of the assets of the amalgamated corporation will
          not be less than the aggregate of its liabilities and stated capital
          of all classes; and

     (c)  no creditor of the Corporation will be prejudiced by the amalgamation.

     DATED February 14, 2000.



                                                       /s/ John Gregory Foresi
                                                      --------------------------
                                                          John Gregory Foresi

<PAGE>   11
                                  SCHEDULE "A"

                        STATEMENT OF DIRECTOR OR OFFICER

     I, David Latner, of the City of Toronto, in the Province of Ontario,
solemnly state that:

1.   I am a director and Vice-President and Secretary of XDL Delano Holdings
     Inc., one of the amalgamating corporations (hereinafter called the
     "Corporation") and as such have personal knowledge of the matters herein
     deposed to.

2.   There are reasonable grounds for believing that:

     (a)  the Corporation is and the amalgamated corporation will be able to pay
          its liabilities as they become due;

     (b)  the realizable value of the assets of the amalgamated corporation will
          not be less than the aggregate of its liabilities and stated capital
          of all classes; and

     (c)  no creditor of the Corporation will be prejudiced by the amalgamation.

     DATED February 14, 2000.

                                        /s/ David Latner
                                        -------------------------
                                        David Latner
<PAGE>   12

                                 SCHEDULE "B"




               AMALGAMATION AGREEMENT made as of the 30th day of
                                November, 1999.


BETWEEN:

                  DELANO TECHNOLOGY CORPORATION, a corporation
        governed by the Business Corporations Act (Ontario), ("Delano")



                                    -- and --




              XDL DELANO HOLDINGS INC., a corporation governed by
             the Business Corporations Act (Ontario), ("Holdings")



RECITALS:


A.   Delano was incorporated pursuant to the provisions of the Business
     Corporations Act (Ontario) by Certificate and Articles of Incorporation
     dated May 7, 1998 and its authorized capital consists of an unlimited
     number of Common Shares, Class A Preferred Shares, Class B Preferred Shares
     and Class C Preferred Shares, of which 3,500,000 Common Shares, 4,000,000
     Class A Preferred Shares and 3,789,476 Class B Preferred Shares have been
     issued and are currently outstanding.

B.   Prior to the Effective Date of the amalgamation referenced in this
     Agreement, it is anticipated that 4,326,924 Class C Preferred Shares of
     Delano will be issued pursuant to the exercise of previously issued special
     warrants.

C.   Holdings was incorporated pursuant to the provisions of the Business
     Corporations Act (Ontario) by Certificate and Articles of Incorporation
     dated July 14, 1998 and its authorized capital consists of an unlimited
     number of Common Shares and Class A Preferred Shares of which 3,150 Common
     Shares and 1,100 Class A Preferred Shares have been issued and are
     currently outstanding.

D.   The parties to this Agreement, having made full disclosure each to the
     other of all their respective assets and liabilities, have determined that
     it is desirable that their amalgamation should be effected and, acting
     under the authority contained in the Business Corporations Act (Ontario),
     have agreed to amalgamate and continue as one corporation upon the terms
     and conditions set out in this Agreement.


     NOW THEREFORE, the parties agree as follows:

                                   ARTICLE 1
                                 INTERPRETATION



1.1  Definitions

Whenever used in this Agreement, the following terms shall have the respective
meanings ascribed to them as follows:

<PAGE>   13

                                      -2-

     (a)  "Act" means the Business Corporations Act (Ontario) as amended from
          time to time and includes any regulations made pursuant to such Act
          and any term defined in the Act and not otherwise defined herein is
          used in this Agreement with the same meaning;

     (b)  "Board" means the board of directors of the Corporation, it being
          understood that references herein to matters to be decided by the
          Board shall not be in derogation of the rights of the Board pursuant
          to the provisions of Section 127 of the Act;

     (c)  "Corporation" means the corporation continuing from the amalgamation
          of the parties hereto;

     (d)  "Expiry Date" shall have the meaning ascribed to it in the Special
          Warrant Indenture, which, as at the date hereof is the date which is
          the earlier to occur of (i) the fifth business day after the date on
          which a receipt has been issued by the last of the securities
          regulatory authorities in each province of Canada in which holders of
          Special Warrants are resident for the (final) prospectus qualifying
          the issuance of shares of Delano upon exercise of the Special Warrants
          and (ii) June 24, 2000;

     (e)  "Special Warrants" means, collectively, the special warrants of Delano
          issued pursuant to the Special Warrant Indenture;

     (f)  "Special Warrant Indenture" means the special warrant indenture dated
          as of June 24, 1999 between Delano and The Trust Company of Bank of
          Montreal, as such indenture may be amended or supplemented from time
          to time; and

     (g)  "Fair Market Value" means, except as otherwise explicitly set forth
          herein, (a) in respect of the Class A Preferred Shares, the Class B
          Preferred Shares and the Class C Preferred Shares, in the event that
          the Common Shares of Delano have been approved for trading on NASDAQ,
          the closing price of the Common Shares on the date prior to the Expiry
          Date, or if there is no such closing price, the opening price of the
          Common Shares on the Expiry Date, or if there is no such opening price
          prior to the effective time of the amalgamation, the price of the
          Common Shares issued by Delano in the public offering to which the
          NASDAQ listing of Common Shares relates; or (b) in the event that the
          Common Shares of Delano have not been approved for trading on NASDAQ,
          the amount, as determined by the directors of Delano who are not
          precluded from voting in respect of the amalgamation by virtue of
          Section 132(5) of the Act, in their sole discretion, that is
          equivalent to the price of the share or other property, as the case
          may be, on the effective date of the amalgamation in an open and
          unrestricted market between informed prudent parties, acting at arm's
          length and under no compulsion to act.
<PAGE>   14

                                      -3-


                                   ARTICLE 2
                                 IMPLEMENTATION

2.1  EFFECTIVE DATE

Delano and Holdings shall amalgamate under the provisions of the Act effective
immediately following the deemed exercise of Special Warrants on the Expiry
Date and shall continue as one corporation upon the terms and conditions set
out in this Agreement. Subject to Section 2.3, articles of amalgamation in
prescribed form shall be sent to the Director under the Act, together with all
other documents necessary to bring the amalgamation into effect.

2.2  EFFECT

Upon the amalgamation of Delano and Holdings and their continuance as one
corporation becoming effective:

     (a)  the Corporation shall possess all the property, rights, privileges
          and franchises and shall be subject to all liabilities; including
          civil, criminal and quasi-criminal and all contracts, disabilities and
          debts of each of Delano and Holdings;

     (b)  a conviction against, or ruling, order or judgment in favour or
          against any of Delano or Holdings may be enforced by or against the
          Corporation;

     (c)  the Corporation shall be deemed to be the party plaintiff or the party
          defendant, as the case may be, in any civil action commenced by or
          against Delano or Holdings before the amalgamation has become
          effective; and

     (d)  except for the purposes specified in the Act, the Corporation's
          articles of amalgamation shall be deemed to be its articles of
          incorporation and the Corporation's certificate of amalgamation shall
          be deemed to be its certificate of incorporation.

2.3  TERMINATION

Notwithstanding the approval of this Agreement by their shareholders, the
board of directors of any of Delano and Holdings, without further shareholder
approval, may terminate the amalgamation and this Agreement at any time before
the issuance of a certificate of amalgamation.


                                   ARTICLE 3
                              CONDITIONS PRECEDENT

3.1  MUTUAL CONDITION PRECEDENT

The amalgamation is subject to the condition that the amalgamation and this
Agreement shall be approved by:

     (a)  (i) not less than two-thirds of the votes cast by the holders of
          Common Shares of Holdings who vote in respect of the special
          resolution to approve the amalgamation and this Agreement and not less
          than two-thirds of the votes cast

<PAGE>   15

                                      -4-

          by the holders of Class A Preferred Shares of Holdings, voting
          separately as a class, who vote in respect of the special resolution
          to approve the amalgamation and this Agreement at a special meeting of
          Holdings' Shareholders called for that purpose or (ii) all of the
          holders of Common Shares and Class A Preferred Shares of Holdings, in
          writing.

     (b)  (i) not less than two-thirds of the votes cast by the holders of
          Common Shares, Class A Preferred Shares, Class B Preferred Shares and
          Class C Preferred Shares, each voting separately as a single class,
          who vote in respect of the special resolution to approve the
          amalgamation and this Agreement at a special meeting of Delano
          shareholders called for that purpose or (ii) all of the holders of
          Common Shares, Class A Preferred Shares, Class B Preferred Shares and
          Class C Preferred Shares of Delano, in writing; and

     (c)  Mr. Bahman Koohestani, in accordance with the terms of the amended and
          restated shareholders agreement in respect of Delano dated as of
          January 27, 1999.


                                   ARTICLE 4
                                  ORGANIZATION

4.1  NAME

The name of the Corporation shall be DELANO TECHNOLOGY CORPORATION.

4.2  AUTHORIZED CAPITAL

The Corporation shall be authorized to issue the following shares:

     (a)  an unlimited number of Common Shares;

     (b)  an unlimited number of Class A Special Shares;

     (c)  an unlimited number of Class B Special Shares; and

     (d)  an unlimited number of Class C Special Shares.

provided that, notwithstanding the foregoing, the Corporation shall be
authorized to issue an unlimited number of Common Shares.

The holders of the Common Shares, the Class A Special Shares, the Class B
Special Shares, the Class C Special Shares and Preference Shares shall have the
rights, privileges, and are subject to the restrictions and conditions set
out in Schedule A to this Agreement or, in the event that the issued and
outstanding Special Shares of Delano have been converted to Common Shares of
Delano in accordance with their terms prior to the effective time of the
amalgamation, the holders of Common Shares and Preference Shares shall have the
rights, privileges, and are subject to the restrictions and conditions set out
in Schedule B to this Agreement.
<PAGE>   16
                                      - 5-

4.3  BUSINESS

There shall be no restrictions on the business the Corporation may carry on or
on the powers the Corporation may exercise.

4.4  REGISTERED OFFICE

Until changed in accordance with the Act, the place in Ontario where the
registered office of the Corporation is to be situated is the City of Toronto,
in the Province of Ontario, and the address of the registered office of the
Corporation shall be 40 West Wilmot Street, Richmond Hill, Ontario, L4B 1H8.

4.5  BY-LAWS

Until repealed, amended, altered or added to, so far as applicable, the by-laws
of Delano at the time the amalgamation becomes effective shall be the by-laws
of the Corporation. A copy of the by-laws may be examined at the registered
office of the Corporation.

4.6  SHARE CERTIFICATE

Until altered, the forms of share certificates for the Common Shares, the Class
A Special Shares, the Class B Special Shares and the Class C Special Shares of
the Corporation shall be in the same forms respectively as the share
certificates for the Common Shares, the Class A Preferred Shares, the Class B
Preferred Shares and the Class C Preferred Shares of Delano, as such share
certificate shall be amended from time to time.

4.7  BANKING

Until repealed, amended, altered or added to, so far as applicable, the banking
resolutions of the Corporation shall be the same as the banking resolutions of
Delano.

                                   ARTICLE 5
                             DIRECTORS AND OFFICERS

5.1  DIRECTORS

Until changed in accordance with the Act, the Board of the Corporation shall
consist of the Board of Delano at the time the amalgamation becomes effective.

Each director shall hold office until the first meeting of shareholders of the
Corporation, or until his successor is elected or appointed. The election of
subsequent directors shall take place thereafter in accordance with the
provisions of the by-laws of the Corporation and the Act. Subject to the
provisions of the Act and any unanimous shareholder agreement, the Board shall
manage or supervise the management of the business and affairs of the
Corporation.

5.2  OFFICERS

The officers of the Corporation shall consist of the officers of Delano at the
time the amalgamation becomes effective, until their successors are duly
elected or appointed.
<PAGE>   17
                                      -6-

                                   ARTICLE 6
                                ISSUED CAPITAL

6.1  TRANSITION

At the time the amalgamation of Delano and Holdings becomes effective, their
shares become issued and fully paid shares of the Corporation, or are cancelled,
as the case may be, as follows:

     (a)  Class A Preferred Shares (Holdings) -- all of the issued and
outstanding Class A Preferred Shares in the capital of Holdings shall be
converted into fully paid and non-assessable Class A Special Shares, Class B
Special Shares and Class C Special Shares of the Corporation equal to that
percentage (the "Class A Preferred Applicable Percentage") of each of (A)
4,000,000 Class A Preferred Shares, (B) 2,631,580 Class B Preferred Shares and
(C) 124,308 Class C Preferred Shares that the Fair Market Value of the Class A
Preferred Shares of Holdings is of the Fair Market Value of Holdings; and for
this purpose the Fair Market Value of the Class A Preferred Shares of Holdings
is $4,646,401.60 and the aggregate Fair Market Value of Holdings is the
aggregate Fair Market Value of each of 4,000,000 Class A Preferred Shares,
2,631,308 Class B Preferred Shares and 124,308 Class C Preferred Shares.

     Accordingly, each Class A Preferred Share of Holdings shall be converted
into fully paid and non-assessable Class A Special Shares, Class B Special
Shares and Class C Special Shares in accordance with the following formula:

     Number of Class A Special Shares =

     Class A Preferred Applicable Percentage x 4,000,000
     ---------------------------------------------------
                           1,100

     Number of Class B Special Shares =

     Class A Preferred Applicable Percentage x 2,631,580
     ---------------------------------------------------
                           1,100

     Number of Class C Special Shares =

     Class A Preferred Applicable Percentage x 124,308
     ---------------------------------------------------
                           1,100

     (b)  Common Shares (Holdings) -- all of the issued and outstanding Common
Shares in the capital of Holdings shall be converted into fully paid and
non-assessable Class A Special Shares, Class B Special Shares and Class C
Special Shares of the Corporation equal to that percentage (the "Common Share
Applicable Percentage") of each of (A) 4,000,000 Class A Preferred Shares, (B)
2,631,580 Class B Preferred Shares and (C) 124,308 Class C Preferred Shares that
the Fair Market Value of the Common Shares of Holdings is of the Fair Market
Value of Holdings and for this purpose the Fair Market Value of the Class A
Preferred Shares of Holdings is $4,646,401.60 and the Fair Market Value of
Holdings is the
<PAGE>   18
                                      -7-

     aggregate Fair Market Value of each of 4,000,000 Class A Preferred Shares
     and 2,631,308 Class B Preferred Shares and 124,308 Class C Preferred Shares
     and the Fair Market Value of the Common Shares of Holdings is equal to the
     Fair Market Value of Holdings less the Fair Market Value of the Class A
     Preferred Shares of Holdings.

     Accordingly, each Common Share of Holdings shall be converted into fully
     paid and non-assessable Class A Special Shares, Class B Special Shares and
     Class C Special Shares in accordance with the following formula:

     Number of Class A Special Shares =

     Common Share Applicable Percentage x 4,000,000
     ----------------------------------------------
                          3,150

     Number of Class B Special Shares =

     Common Share Applicable Percentage x 2,631,580
     ----------------------------------------------
                          3,150

     Number of Class C Special Shares =

     Common Share Applicable Percentage x 124,308
     --------------------------------------------
                          3,150

(c)  Common Shares -- all of the issued and outstanding Common Shares in the
     capital of Delano held by shareholders other than Holdings shall be
     converted into fully paid and non-assessable Common Shares of the
     Corporation on the basis of one Common Share of the Corporation for each
     Common Share of Delano.

(d)  Class B Preferred Shares -- all of the issued and outstanding Class B
     Preferred Shares in the capital of Delano held by Shareholders other than
     Holdings shall be converted into fully paid and non-assessable Class B
     Special Shares of the Corporation on the basis of one Class B Special Share
     of the Corporation for each Class B Preferred Share of Delano;

(e)  Class C Preferred Shares -- all of the issued and outstanding Class C
     Preferred Shares in the capital of Delano held by shareholders other than
     Holdings shall be converted into fully paid and non-assessable Class C
     Special Shares of the Corporation on the basis of one Class C Special Share
     of the Corporation for each Class C Preferred Share of Delano; and

(f)  Cancelled Shares -- the following shares are cancelled:

     (i)  the 4,000,000 issued and outstanding Class A Preferred Shares in the
          capital of Delano, without any repayment of capital in respect
          thereof;

     (ii) the 2,631,580 Class B Preferred Shares in the capital of Delano owned
          by Holdings, without any repayment of capital in respect thereof;
<PAGE>   19

                                      -8-


          (iii)     the 124,308 Class C Preferred Shares in the capital of
                    Delano owned by Holdings, without any repayment of capital
                    in respect thereof;; and

          (iv)      all authorized but unissued shares in the capital of Delano
                    and Holdings;

6.2  CONVERSION TO COMMON SHARES OF DELANO

In the event that the issued and outstanding preferred shares of Delano have
been converted to Common Shares of Delano in accordance with their terms prior
to the effective time of the amalgamation, all references in this Agreement to
Special Shares of the Corporation shall be deemed to be references to Common
Shares of the Corporation, as if such Special Shares were Class A Preferred
Shares, Class B Preferred Shares or Class C Preferred Shares of Delano, as the
case may be, and were converted to Common Shares in accordance with their
terms and, in the case of the Class C Preferred Shares (in addition to and in
the same manner as the Class A Preferred Shares and Class B Preferred Shares),
as adjusted to give effect to any stock split in respect of the Common Shares.

6.3  FRACTIONAL SHARES

Notwithstanding anything herein contained, no fractional shares of the
Corporation will be issued in connection with the amalgamation. Where the
aggregate number of Class A Special Shares, Class B Special Shares, Class C
Special Shares of the Corporation, as the case may be, to be issued to a holder
of Class A Preferred Shares or Common Shares of Holdings would result in a
fraction of a share being issued, such holder shall receive, in lieu of such
fractional share, a cash payment from the Corporation equal to the fraction of
a Class A Special Share, Class B Special Share, Class C Special Share or Common
Share of the Corporation otherwise issuable, multiplied by the Fair Market
Value of the Class A Preferred Share or Common Share of Holdings, as the case
may be.

6.4  STATED CAPITAL

The aggregate stated capital of the Corporation shall be equal to the aggregate
stated capital of Holdings plus the aggregate stated capital of Delano
immediately prior to the amalgamation, less the stated capital attributable to
the shares of Delano owned by Holdings which are to be cancelled on the
amalgamation and shall be allocated among the shares of the Corporation as
follows:

     (a)  $1,500,018.65 to the Class A Special Shares of the Corporation;

     (b)  $3,600,014.37 to the Class B Special Shares of the Corporation;

     (c)  $22,500,005.58 to the Class C Special Shares of the Corporation; and

     (d)  $3,500 to the Common Shares of the Corporation

6.5  SHARE CERTIFICATES

After the amalgamation becomes effective, the shareholders of Delano and
Holdings, if and when requested by the Corporation, shall surrender for
cancellation the certificates representing

<PAGE>   20

                                      -9-

shares held by them in Delano and Holdings, respectively, and shall be
entitled to receive, upon request, certificates for shares of the Corporation
on the basis aforesaid.

                                   ARTICLE 7
                                    GENERAL

7.1  INDEMNITY

XDL Ventures Corp. covenants and agrees with Delano to indemnify and save
harmless Delano from and against any and all liabilities of Holdings that
Delano may assume pursuant to the amalgamation.

7.2  EXPENSES

Whether or not the amalgamation is consummated, Holdings agrees to pay or to
reimburse Delano for all out of pocket expenses of Delano relating to the
amalgamation.

7.3  JOINDER

XDL Ventures Corp. has executed this Agreement for the purpose of agreeing to
be bound by the provisions of Section 7.1.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date
first written above.

                                   DELANO TECHNOLOGY CORPORATION

                                   By:  /s/ David Latner
                                        ---------------------------------------
                                        Name:  David Latner
                                        Title: Secretary


                                   XDL DELANO HOLDINGS INC.

                                   By:  /s/ David Latner
                                        ---------------------------------------
                                        Name:  David Latner
                                        Title: Vice President and Secretary

EXECUTED as of the date first written above, for the purposes of agreeing to be
bound by Section 6.1.

                                   XDL VENTURES CORP.

                                   By:  /s/ David Latner
                                        ---------------------------------------
                                        Name:  David Latner
                                        Title: Director


<PAGE>   21
                                  SCHEDULE "B"

          AMENDMENT NO. 1 DATED FEBRUARY 7, 2000 TO THE AMALGAMATION AGREEMENT
MADE AS OF THE 30TH DAY OF NOVEMBER, 1999.

BETWEEN:

          DELANO TECHNOLOGY CORPORATION, a corporation governed by the Business
          Corporations Act (Ontario), ("Delano")

                                    - and -

          XDL DELANO HOLDINGS INC., a corporation governed by the Business
          Corporations Act (Ontario), ("Holdings")

RECITALS:

A.   Delano and Holdings have entered into an Amalgamation Agreement dated as of
     the 30th day of November, 1999;

B.   Delano and Holdings wish to amend the Amalgamation Agreement in certain
     respects, which amendments have been approved in writing by the
     shareholders of each of Delano and Holdings.

     NOW THEREFORE, the parties agree as follows:

                                   ARTICLE 1

1.1  Section 4.2 of the Amalgamation Agreement is hereby deleted in its entirety
     and replaced by the following:

     4.2  AUTHORIZED CAPITAL

     The Corporation shall be authorized to issue the following shares:

     (a)  an unlimited number of Common Shares;

     (b)  an unlimited number of Class A Special Shares;

     (c)  an unlimited number of Class B Special Shares; and

     (d)  an unlimited number of Class C Special Shares.

     provided that, notwithstanding the foregoing, in the event that the issued
     and outstanding Special Shares of Delano have been converted to Common
     Shares of Delano in accordance with their terms prior to the effective time
     of the amalgamation, the Corporation shall be authorized to issue an
     unlimited number of Common Shares and an unlimited number of Preference
     Shares.

     The holders of the Common Shares, the Class A Special Shares, the Class B
     Special Shares the Class C Special Shares and Preference Shares shall have
     the rights, privileges, and are subject to the restrictions and conditions
     set out in Schedule A to this Agreement
<PAGE>   22
                                      -2-

     or, in the event that the issued and outstanding Special Shares of Delano
     have been converted to Common Shares of Delano in accordance with their
     terms prior to the effective time of the amalgamation, the holders of
     Common Shares and Preference Shares shall have the rights, privileges, and
     are subject to the restrictions and conditions set out in Schedule B to
     this Agreement.

1.2  Section 6.1 of the Amalgamation Agreement is hereby amended by deleting
     Section 6.1(c) in its entirety and replacing it with the following:

     (c)  Common shares -- all of the issued and outstanding Common Shares in
     the capital of Delano held by shareholders other than Holdings  shall be
     converted into fully paid and non-assessable Common Shares of the
     Corporation on the basis of one Common Share of the Corporation for each
     Common Share of Delano.

1.3  Section 6.2 of the Amalgamation Agreement is hereby deleted in its
     entirety and replaced by the following:

     6.2  CONVERSION TO COMMON SHARES OF DELANO

     In the event that the issued and outstanding preferred shares of Delano
     have been converted to Common Shares of Delano in accordance with their
     terms prior to the effective time of the amalgamation, all references in
     this Agreement to Special Shares of the Corporation shall be deemed to be
     references to Common Shares of the Corporation, as if such Special Shares
     were Class A Preferred Shares, Class B Preferred Shares or Class C
     Preferred Shares of Delano, as the case may be, and were converted to
     Common Shares in accordance with their terms and, in the case of the Class
     C Preferred Shares (in addition to and in the same manner as the Class A
     Preferred Shares and Class B Preferred Shares), as adjusted to give effect
     to any stock split in respect of the Common Shares.

1.4  Section 6.5 of the Amalgamation Agreement is hereby deleted in its entirety
     and replaced by the following:

     6.5  SHARE CERTIFICATES

     After the amalgamation becomes effective, the shareholders of Delano and
     Holdings, if and when requested by the Corporation, shall surrender for
     cancellation the certificates representing shares held by them in Delano
     and Holdings, respectively, and shall be entitled to receive, upon request,
     certificates for shares of the Corporation on the basis aforesaid.

1.5  Schedule A of the Amalgamation Agreement is hereby amended by adding at the
     end thereof the following:

     PREFERENCE SHARES

     The Preference Shares, as a class, shall have the following rights,
     privileges, restrictions and conditions:

     1.   One or more series -- The Preference Shares may from time to time be
     issued in one or more series;
<PAGE>   23
                                      -3-

     2.  Terms of each series -- Subject to the following provisions, and
subject to the filing of articles of amendment in prescribed form and the
endorsement thereon of a certificate of amendment, in accordance with the
Business Corporations Act (Ontario), the directors may fix from time to time
before such issue the number of shares that is to comprise each series and the
designation, rights, privileges, restrictions and conditions attaching to each
series of Preference Shares including, without limiting the generality of the
foregoing, the issue price per share, the rate or amount of any dividends or the
method of calculating any dividends, the dates of payment thereof, any
redemption, purchase and/or conversion prices and terms and conditions of any
redemption, purchase and/or conversion, and any sinking fund or other
provisions;

     3.  Ranking of Preference Shares -- The Preference Shares of each series
shall, with respect to the payment of any dividends and any distribution of
assets or return of capital in the event of  liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary, or any other return of
capital or distribution of the assets of the Corporation among its shareholders
for the purpose of winding up its affairs, rank on a parity with the Preference
Shares of every other series and be entitled to a preference over the Common
Shares, and over any other shares of the Corporation ranking junior to the
Preference Shares. The Preference Shares of any series may also be given such
other preferences, not inconsistent with these articles, over the Common Shares,
and any other shares of the Corporation ranking junior to such Preference Shares
as may be fixed in accordance with section 2;

     4.  Cumulative Dividends and Payments on the Return of Capital -- If any
cumulative dividends, whether or not declared, or any amounts payable on the
return of capital in the event of the liquidation, dissolution or winding up of
the Corporation, in respect of a series of Preference Shares are not paid in
full, the shares of such series of Preference Shares shall participate rateably
with the shares of all other series of Preference Shares in respect of, all
accumulated cumulative dividends, whether or not declared, or all amounts
payable on the return of capital in the event of the liquidation, dissolution or
winding up of the Corporation, as the case may be.

     5.  Conversion into Common Shares -- The Preference Shares of any series
may be made convertible into Common Shares;

     6.  Voting -- Subject to the provisions of the Business Corporations Act
(Ontario), and section 7 below, the Preference Shares shall have no voting
rights as a class;

     7.  Variation of rights -- The provisions attaching to the Preference
Shares as a class may be amended or repealed at any time with such approval as
may then be required by law to be given by the holders of the Preference Shares
as a class.

1.6  The Amalgamation Agreement is hereby amended by adding the following as
     Schedule B thereto:
<PAGE>   24

                                     - 4 -

COMMON SHARES

1.   VOTING RIGHTS

Each holder of Common Shares shall be entitled to receive notice of and to
attend all meetings of shareholders of the Corporation and to vote thereat,
except meetings at which only holders of a specified class of shares (other than
Common Shares) or specified series of shares are entitled to vote. At all
meetings of holders of Common Shares, each holder of Common Shares shall be
entitled to one vote in respect of each Common Share held by such holder.

2.   DIVIDENDS

The Common Shares shall be entitled, subject to the rights, privileges,
restrictions and conditions attaching to any other class of shares of the
Corporation, to receive any dividend declared by the Board of Directors of the
Corporation.

3.   LIQUIDATION, DISSOLUTION OR WINDING-UP

In the event of any liquidation, dissolution or winding-up of the Corporation or
other distribution of assets of the Corporation among its shareholders for the
purpose of winding-up its affairs, subject to the rights, privileges,
restrictions and conditions attaching to any other class of shares of the
Corporation, the assets and funds of the Corporation available for distribution
to shareholders shall be distributed among the holders of the Common Shares, pro
rata based on the number of Common Shares held by each holder and any other
participating outstanding series or class of shares convertible into Common
Shares.

PREFERENCE SHARES

The Preference Shares, as a class, shall have the following rights, privileges,
restrictions and conditions:

1.   One or more series - The Preference Shares may from time to time be issued
in one or more series;

2.   Terms of each series - Subject to the following provisions, and subject to
the filing of articles of amendment in prescribed form and the endorsement
thereon of a certificate of amendment, in accordance with the Business
Corporations Act (Ontario), the directors may fix from time to time before such
issue the number of shares that is to comprise each series and the designation,
rights, privileges, restrictions and conditions attaching to each series of
Preference Shares including, without limiting the generality of the foregoing,
the issue price per share, the rate or amount of any dividends or the method of
calculating any dividends, the dates of payment thereof, any redemption,
purchase and/or conversion prices and terms and conditions of any redemption,
purchase and/or conversion, and any sinking fund or other provisions;

<PAGE>   25

                                     - 5 -

     3.   Ranking of Preference Shares -- The Preference Shares of each series
     shall, with respect to the payment of any dividends and any distribution
     of assets or return of capital in the event of liquidation, dissolution or
     winding up of the Corporation, whether voluntary or involuntary, or any
     other return of capital or distribution of the assets of the Corporation
     among its shareholders for the purpose of winding up its affairs, rank on a
     parity with the Preference Shares of every other series and be entitled to
     a preference over the Common Shares, and over any other shares of the
     Corporation ranking junior to the Preference Shares. The Preference Shares
     of any series may also be given such other preferences, not inconsistent
     with these articles, over the Common Shares, and any other shares of the
     Corporation ranking junior to such Preference Shares as may be fixed in
     accordance with section 2;

     4.   Cumulative Dividends and Payments on the Return of Capital -- If any
     cumulative dividends, whether or not declared, or any amounts payable on
     the return of capital in the event of the liquidation, dissolution or
     winding up of the Corporation, in respect of a series of Preference Shares
     are not paid in full, the shares of such series of Preference Shares shall
     participate rateably with the shares of all other series of Preference
     Shares in respect of, all accumulated cumulative dividends, whether or not
     declared, or all amounts payable on the return of capital in the event of
     the liquidation, dissolution or winding up of the Corporation, as the case
     may be.

     5.   Conversion into Common Shares -- The Preference Shares of any series
     may be made convertible into Common Shares;

     6.   Voting -- Subject to the provisions of the Business Corporations Act
     (Ontario), and section 7 below, the Preference Shares shall have no voting
     rights as a class;

     7.   Variation of rights -- The provisions attaching to the Preference
     Shares as a class may be amended or repealed at any time with such approval
     as may then be required by law to be given by the holders of the Preference
     Shares as a class.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first
written above.

                                       DELANO TECHNOLOGY CORPORATION


                                       By:  /s/ David Lewis
                                            -----------------------------------
                                            Name:  David Lewis
                                            Title: Secretary



                                       XDL DELANO HOLDINGS INC.


                                       By:  /s/ David Latner
                                            -----------------------------------
                                            Name:  David Latner
                                            Title: Vice President and Secretary