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                                                                              1

                             AMALGAMATION AGREEMENT

                  THIS AMALGAMATION AGREEMENT entered into as of the ___ day of
_________, 2000.

AMONG:

                  1359288 ONTARIO LIMITED,
                  a corporation incorporated under the laws of Ontario

                  (hereinafter called "1359288")

                                                              OF THE FIRST PART

                                     - and -

                  1359290 ONTARIO LIMITED,
                  a corporation incorporated under the laws of Ontario

                  (hereinafter called "1359290")

                                                             OF THE SECOND PART

                                     - and -

                  1359292 ONTARIO LIMITED,
                  a corporation incorporated under the laws of Ontario

                  (hereinafter called "1359292")

                                                              OF THE THIRD PART

                                     - and -

                  1359293 ONTARIO LIMITED,
                  a corporation incorporated under the laws of Ontario

                  (hereinafter called "1359293")

                                                             OF THE FOURTH PART

                                     - and -

                  1403721 ONTARIO LIMITED,
                  a corporation incorporated under the laws of Ontario

                  (hereinafter called "1403721")

                                                              OF THE FIFTH PART


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                                                                              2

                                     - and -

                  1403627 ONTARIO LIMITED,
                  a corporation incorporated under the laws of Ontario

                  (hereinafter called "1403627")

                                                              OF THE SIXTH PART

                                     - and -

                  1403626 ONTARIO LIMITED,
                  a corporation incorporated under the laws of Ontario

                  (hereinafter called "1403626")

                                                            OF THE SEVENTH PART

                                     - and -

                  XDL CHANGEPOINT HOLDINGS INC.,
                  a corporation incorporated under the laws of Ontario

                  (hereinafter called "XDL")

                                                             OF THE EIGHTH PART

                                     - and -

                  CHANGEPOINT CORPORATION,
                  a corporation incorporated under the laws of Ontario

                  (hereinafter called "CHANGEPOINT")

                                                              OF THE NINTH PART

         WHEREAS all of 1359288, 1359290, 1359292, 1359293, 1403721, 1403627,
1403626, XDL and Changepoint are corporations to which the Business Corporations
Act (Ontario) applies;

         AND WHEREAS 1359288 is authorized to issue an unlimited number of Class
A shares, an unlimited number of Class B shares and an unlimited number of
common shares of which 100,001 Class A shares and 100 common shares are issued
and outstanding;

         AND WHEREAS 1359290 is authorized to issue an unlimited number of Class
A shares, an unlimited number of Class B shares and an unlimited number of
common shares of which 100,001Class A shares and 100 common shares are issued
and outstanding;


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                                                                              3

         AND WHEREAS 1359292 is authorized to issue an unlimited number of Class
A shares, an unlimited number of Class B shares and an unlimited number of
common shares, of which 100,001 Class A shares and 100 common shares are issued
and outstanding;

         AND WHEREAS 1359293 is authorized to issue an unlimited number of Class
A shares, an unlimited number of Class B shares and an unlimited number of
common shares of which 100,001 Class A shares and 100 common shares are issued
and outstanding;

         AND WHEREAS 1403721 is authorized to issue an unlimited number of Class
A shares, an unlimited number of Class B shares and an unlimited number of
common shares of which @ Class A shares and @ common shares are issued and
outstanding;

         AND WHEREAS 1403627 is authorized to issue an unlimited number of Class
A shares, an unlimited number of Class B shares and an unlimited number of
common shares of which @ Class A shares and @ common shares are issued and
outstanding;

         AND WHEREAS 1403626 is authorized to issue an unlimited number of Class
A shares, an unlimited number of Class B shares and an unlimited number of
common shares of which @ Class A shares and @ common shares are issued and
outstanding;

         AND WHEREAS XDL is authorized to issue an unlimited number of
[PREFERENCE SHARES] and common shares, of which @ [preference shares] and
[3,150] common shares are issued and outstanding;

         AND WHEREAS Changepoint is authorized to issue 5,983,962 Class A
Preferred Shares and an unlimited number of common shares, of which 5,983,962
Class A Preferred Shares and @ common shares are issued and outstanding;

         AND WHEREAS the parties hereto, acting under the authority contained in
the Business Corporations Act (Ontario), have agreed to amalgamate upon the
terms and conditions set out hereunder.

         NOW THEREFORE THIS AGREEMENT WITNESSETH as follows:

1.       DEFINITION

                  In this agreement:

                           "AMALGAMATING CORPORATIONS" means 1359288, 1359290,
                           1359292, 1359293, 1403721, 1403627, 1403626, XDL and
                           Changepoint;

                           "AMALGAMATION AGREEMENT" or "AGREEMENT" means this
                           amalgamation agreement;

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                                                                              4

                           "ACT" means the Business Corporations Act (Ontario);

                           "CORPORATION" means the corporation continuing from
         the amalgamation of the Amalgamating Corporations;

                           "EFFECTIVE TIME" means 4:00 p.m. on the Effective
         Date; and

                           "EFFECTIVE DATE" means the date set out on the
         certificate endorsed by the Director appointed under the Act on the
         articles of amalgamation giving effect to the amalgamation herein
         provided for.

2.       AGREEMENT TO AMALGAMATE

                  The Amalgamating Corporations do hereby agree to amalgamate on
the Effective Date under the provisions of the Act and to continue as one
corporation upon the terms and conditions herein set out.

3.       NAME OF CORPORATION

                  The name of the Corporation shall be CHANGEPOINT CORPORATION.

4.       REGISTERED OFFICE

                  The registered office of the Corporation shall be in the
Regional Municipality of York, in the Province of Ontario. The address of the
registered office of the Corporation shall be 1595 Sixteenth Avenue, Suite 702,
Richmond Hill, Ontario L4B 3N9.

5.       RESTRICTIONS

                  There shall be no restrictions on the business which the
Corporation is authorized to carry on or the powers the Corporation may
exercise.

6.       AUTHORIZED CAPITAL

                  The classes and any maximum number of shares that the
Corporation is authorized to issue are as follows:

                  an unlimited number of Preferred Shares; and
                  an unlimited number of Common Shares.


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                                                                              5

7.       RIGHTS ATTACHING TO SHARES

                  The Preferred Shares and Common Shares of the Corporation
shall have attached thereto the following rights, privileges, restrictions and
conditions:

PREFERRED SHARES

PREFERRED SHARES ISSUABLE IN SERIES

1.       ONE OR MORE SERIES - The preferred shares may at any time and from time
         to time be issued in one or more series.

2.       TERMS OF EACH SERIES - Subject to the Act, the directors may fix,
         before the issue thereof, the number of preferred shares of each
         series, the designation, rights, privileges, restrictions and
         conditions attaching to the preference shares of each series,
         including, without limitation, any voting rights, any right to receive
         dividends (which may be cumulative or non-cumulative and variable or
         fixed) or the means of determining such dividends, the dates of payment
         thereof, any terms and conditions of redemption or purchase, any
         conversion rights, and any rights on the liquidation, dissolution or
         winding-up of the Corporation, any sinking fund or other provisions,
         the whole to be subject to the issue of a certificate of amendment
         setting forth the designation, rights, privileges, restrictions and
         conditions attaching to the preferred shares of the series.

3.       RANKING OF PREFERRED SHARES - The preferred shares of each series
         shall, with respect to the payment of dividends and the distribution of
         assets in the event of the liquidation, dissolution or winding-up of
         the Corporation, whether voluntary or involuntary, rank on a parity
         with the preferred shares of every other series and be entitled to
         preference over the common shares. If any amount of cumulative
         dividends (whether or not declared) or declared non-cumulative
         dividends or any amount payable on any such distribution of assets
         constituting a return of capital in respect of the preferred shares of
         any series is not paid in full, the preferred shares of such series
         shall participate ratably with the preferred shares of every other
         series in respect of all such dividends and amounts.

COMMON SHARES

1. DIVIDENDS. If in any fiscal year after providing for the full dividend on the
Preferred Shares and any other class of shares ranking above the Common Shares,
there shall remain any moneys of the Corporation properly applicable to the
payment of dividends, such moneys may, in the discretion of the directors be
applied to dividends on the Common Shares as and when declared by the directors.

2. LIQUIDATION, DISSOLUTION & WINDING-UP. In the event of the liquidation,
dissolution or winding-up of the Corporation, whether voluntary or involuntary,
the holders of the Common shares shall be entitled to receive, after payment to
the holders of the Preferred Shares and any


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                                                                              6

other class of shares ranking above the Common Shares, the remaining property
of the Corporation.

3. VOTING RIGHTS. The holders of the Common Shares shall be entitled to receive
notice of and to attend and vote at all meetings of the shareholders of the
Corporation (except where the holders of another class of shares are entitled to
vote separately as a class as provided in the BUSINESS CORPORATIONS ACT or these
Articles) and each Common Share shall confer the right to 1 vote in person or by
proxy at all meetings of shareholders of the Corporation.

8.       DIRECTORS

                  The minimum and maximum number of directors of the
Corporation shall, until changed in accordance with the Act, be a minimum of
1 and a maximum of 12. Until otherwise determined, the number of directors of
the Corporation shall be fixed at 7 persons and, except as otherwise provided
in this Agreement, hereafter the board of directors of the Corporation shall
have full power and authority to determine by ordinary resolution the precise
number of directors of the Corporation within the aforesaid minimum and
maximum numbers. The first directors of the Corporation shall be the
following:

<TABLE>
<CAPTION>
NAME                         RESIDENTIAL ADDRESS              RESIDENT CANADIAN
<S>                          <C>                              <C>
Gerald William Smith         1169 Secretariate Road           Yes
                             Newmarket, Ontario
                             L3X 1M5

A. David Ferguson            231 Grenview Boulevard South     Yes
                             Etobicoke, Ontario
                             M8Y 3V2

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

Bernard Goldsmith            16 Avenue of Two Rivers          No
                             South Rumson, New Jersey
                             USA 07760

David C. Wetmore             530 Walker Road                  No
                             Great Falls, Virginia
                             USA 22066

Bob Sywolski                 100 Anchor Drive, #376           No
                             Key Largo, Florida
                             USA 33037
</TABLE>


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                                                                              7

<TABLE>
<S>                          <C>                              <C>
Howard Gwin                  101 Babypoint Road               Yes
                             Toronto, Ontario
                             M6S 2G3
</TABLE>

The said first directors shall hold office until the first annual meeting of the
Corporation or until their successors are elected or appointed, subject to the
Corporation's by-laws.

9.       BY-LAWS

                  The by-laws of Changepoint shall be the by-laws of the
Corporation and a copy of the by-laws may be examined at the address of the
registered office of the Corporation at any time during regular business hours.

10.      SURRENDER OF SHARE CERTIFICATES

                  After the Effective Date, the shareholders of the Amalgamating
Corporations shall, when requested by the Corporation, surrender for
cancellation the certificates representing the shares held by them in the
Amalgamating Corporations and shall be entitled to receive certificates for
shares of the Corporation as herein provided. After the Effective Time,
certificates formerly representing the shares of the Amalgamating Corporations
shall represent only the right to receive certificates representing the shares
of the Corporation into which such Amalgamating Corporation Shares have been
converted in accordance with paragraph 11 of this Agreement, together with any
dividends paid or distributions made in respect thereof and any interest accrued
on such dividends and distributions.

11.      CONVERSION OF SHARES

                  The issued and outstanding shares in the capital of the
Amalgamating Corporations shall be converted at the Effective Time into issued
and outstanding shares of the Corporation as follows:

         (a)      the 205,011 issued and outstanding Class A shares of 1359288
                  held by The Paul Lupinacci Family Trust shall be converted
                  into 68,510 common shares of the Corporation;

         (b)      the 8,255 issued and outstanding common shares of 1359288 held
                  by Paul Lupinacci shall be converted into 2,759 common shares
                  of the Corporation;

         (c)      the ? issued and outstanding ? shares of 1359288 held by
                  Envision Management Services Inc. shall be converted into
                  865,466 common shares of the Corporation;

         (d)      the 728,155 issued and outstanding Class A shares of 1359290
                  held by The Gerry Smith Family Trust shall be converted into
                  82,759 common shares of the Corporation;


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                                                                              8

         (e)      the 100,000 issued and outstanding Class A shares of 1359290
                  held by UI Design Inc. shall be converted into 11,362 common
                  shares of the Corporation;

         (f)      the 124 issued and outstanding common shares of 1359290 held
                  by UI Design Inc. shall be converted into 2,693,634 common
                  shares of the Corporation;

         (g)      the 2,015,960 issued and outstanding Class A shares of 1359292
                  held by The Paul Edwards Family Trust shall be converted into
                  55,724 common shares of the Corporation;

         (h)      the ? issued and outstanding ? shares of 1359292 held by
                  Fenwick Design Limited shall be converted into 1,840,949
                  common shares of the Corporation;

         (i)      the 205,011 issued and outstanding Class A shares of 1359293
                  held by The Randy Remme Family Trust shall be converted into
                  68,510 common shares of the Corporation;

         (j)      the ? issued and outstanding ? shares of 1359293 held by
                  Internet Expressions Inc. shall be converted into 833,531
                  common shares of the Corporation;

         (k)      the ? issued and outstanding ? shares of 1403721 held by The
                  Moreau Family Trust shall be converted into 33,500 common
                  shares of the Corporation;

         (l)      the ? issued and outstanding ? shares of 1403721 held by The
                  Moreau Family Trust No. II shall be converted into ? common
                  shares of the Corporation;

         (m)      the ? issued and outstanding ? shares of 1403721 held by Rick
                  Moreau shall be converted into 11,856 common shares of the
                  Corporation;

         (n)      the ? issued and outstanding ? shares of 1403627 held by The
                  Rusch Family Trust shall be converted into 17,170 common
                  shares of the Corporation;

         (o)      the ? issued and outstanding ? shares of 1403627 held by The
                  Rusch Family Trust No. II shall be converted into 44,458
                  common shares of the Corporation;

         (p)      the ? issued and outstanding ? shares of 1403627 held by Chris
                  Rusch shall be converted into 10,372 common shares of the
                  Corporation;

         (q)      the ? issued and outstanding ? shares of 1403626 held by The
                  Tatham Family Trust shall be converted into 38,000 common
                  shares of the Corporation;

         (r)      the ? issued and outstanding ? shares of 1403626 held by The
                  Tatham Family Trust No. II shall be converted into ? common
                  shares of the Corporation;

         (s)      the ? issued and outstanding ? shares of 1403721 held by Chuck
                  Tatham shall be converted into 12,000 common shares of the
                  Corporation;


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                                                                              9

         (t)      the ? issued  and  outstanding ? [preference] shares of XDL
                  shall be converted into ? common shares of the Corporation;

         (u)      the 3,150 issued and outstanding common shares of XDL shall be
                  converted into ? common shares of the Corporation;

         (v)      the 3,150 issued and outstanding common shares of Changepoint
                  shall be cancelled without any repayment of capital in respect
                  thereof and shall not be converted into shares of the
                  Corporation;

         (w)      the 927,735 issued and outstanding common shares of
                  Changepoint all of which are at the date hereof and will be at
                  the Effective Time held by or on behalf of 1359288 shall be
                  cancelled without any repayment of capital in respect thereof
                  and shall not be converted into shares of the Corporation;

         (x)      the 2,787,755 issued and outstanding common shares of
                  Changepoint all of which are at the date hereof and will be at
                  the Effective Time held by or on behalf of 1359290 shall be
                  cancelled without any repayment of capital in respect thereof
                  and shall not be converted into shares of the Corporation;

         (y)      the 1,896,673 issued and outstanding common shares of
                  Changepoint all of which are at the date hereof and will be at
                  the Effective Time held by or on behalf of 1359292 shall be
                  cancelled without any repayment of capital in respect thereof
                  and shall not be converted into shares of the Corporation;

         (z)      the 902,401 issued and outstanding common shares of
                  Changepoint all of which are at the date hereof and will be at
                  the Effective Time held by or on behalf of 1359293 shall be
                  cancelled without any repayment of capital in respect thereof
                  and shall not be converted into shares of the Corporation;

         (aa)     the ? issued and outstanding common shares of Changepoint all
                  of which are at the date hereof and will be at the Effective
                  Time held by or on behalf of 1403626 shall be cancelled
                  without any repayment of capital in respect thereof and shall
                  not be converted into shares of the Corporation;

         (bb)     the ? issued and outstanding common shares of Changepoint all
                  of which are at the date hereof and will be at the Effective
                  Time held by or on behalf of 1403237 shall be cancelled
                  without any repayment of capital in respect thereof and shall
                  not be converted into shares of the Corporation;

         (cc)     the ? issued and outstanding common shares of Changepoint all
                  of which are at the date hereof and will be at the Effective
                  Time held by or on behalf of 1403721 shall be cancelled
                  without any repayment of capital in respect thereof and shall
                  not be converted into shares of the Corporation.


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                                                                             10

12.      STATED CAPITAL

                  The stated capital of the shares of the Corporation issued on
the conversion of the shares of the Corporation, subject to section 175(2) of
the Act, shall be the aggregate of the issued stated capital of all of the
amalgamating corporations.

13.      TRANSFER OF SHARES

                  The right to transfer shares of the Corporation shall be
restricted in that there shall be no share transferred without the consent of
the directors of the Corporation expressed by a resolution passed by the board
of directors or by an instrument or instruments in writing signed by all of such
directors.

14.      SPECIAL PROVISIONS

                  The number of shareholders of the Corporation, exclusive of
persons who are in the employment and exclusive of persons who, having been
formerly in the employment of the Corporation, were, while in that employment,
and have continued after termination of that employment to be, shareholders of
the Corporation is limited to not more than fifty (50), two (2) or more persons
holding one (1) or more shares jointly being counted as one (1) shareholder.

15.      AMALGAMATION

                  Upon the Effective Time:

         (a)      the Amalgamating Corporations are amalgamated and continue as
                  one corporation under the terms and conditions prescribed in
                  the Amalgamation Agreement;

         (b)      the Corporation possesses all the property, rights, privileges
                  and franchises and is subject to all liabilities, including
                  civil, criminal and quasi-criminal, and all contracts,
                  disabilities and debts of each of the Amalgamating
                  Corporations;

         (c)      a conviction against, or ruling, order or judgment in favour
                  or against either of the Amalgamating Corporations may be
                  enforced by or against the Corporation;

         (d)      the articles of amalgamation giving effect to the amalgamation
                  herein provided for are deemed to be the articles of
                  incorporation of the Corporation and, except for the purposes
                  of subsection 117(1) of the Act, as may be amended from time
                  to time, the certificate of amalgamation shall be deemed to be
                  the certificate of incorporation of the Corporation;


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                                                                             11

         (e)      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 either of the Amalgamating
                  Corporations before the Effective Time.

16.      TERMINATION

                  At any time before the Effective Time, this Amalgamation
Agreement may be terminated by the directors of either of the Amalgamating
Corporations, notwithstanding the approval of this Amalgamation Agreement by the
shareholders of each of the Amalgamating Corporations.

         IN WITNESS WHEREOF this Agreement has been executed by the parties
hereto as of the date and year first above written.

     1359288 ONTARIO LIMITED               1359292 ONTARIO LIMITED


Per:                                       Per:
     --------------------------------          --------------------------------
     Paul Lupinacci - Secretary                Paul Edwards - Secretary


     1359293 ONTARIO LIMITED               1359290 ONTARIO LIMITED


Per:                                       Per:
     --------------------------------          --------------------------------
     Randall Nelson Remme - Secretary          Gerald William Smith - Secretary

     1403721 ONTARIO LIMITED               1403627 ONTARIO LIMITED


Per:                                       Per:
     --------------------------------          --------------------------------
     Rick Moreau - Secretary                   Chris Rusch- Secretary



     1403626 ONTARIO LIMITED               XDL CHANGEPOINT HOLDINGS INC.


Per:                                       Per:
     --------------------------------          --------------------------------
     Chuck Tatham - Secretary                  ? - Secretary


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                                                                             12

      CHANGEPOINT CORPORATION

Per:
     --------------------------------
      John Anhang - Secretary