content: <PAGE>
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 2001
  
                                                      REGISTRATION NO. 333-_______
  
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                            DELANO TECHNOLOGY CORPORATION
               (Exact Name of Registrant as Specified in Its Charter)
  
  <TABLE>
  <S>                                                <C>
              ONTARIO, CANADA                            98-0206122
      (State or Other Jurisdiction of                 (I.R.S. Employer
       Incorporation or Organization)                Identification No.)
  </TABLE>
  
                              302 TOWN CENTRE BOULEVARD
                          MARKHAM, ONTARIO, CANADA, L3R 0E8
                                   (905) 947-2222
                 (Address of Principal Executive Offices) (Zip Code)
  
  
                              EMPLOYMENT AGREEMENT AND
                             RESTRICTED SHARE AGREEMENT
                              BETWEEN VIKAS KAPOOR AND
                            DELANO TECHNOLOGY CORPORATION
                          EACH, DATED AS OF OCTOBER 5, 2001
                              (Full Title of the Plan)
  
  
                                    DAVID GARLAND
                               VICE PRESIDENT, FINANCE
                              302 TOWN CENTRE BOULEVARD
                          MARKHAM, ONTARIO, CANADA, L3R 0E8
                       (Name and Address of Agent For Service)
  
                                   (905) 947-2222
            (Telephone Number, Including Area Code, of Agent For Service)
  
  
                                      COPY TO:
  
                               F. GEORGE DAVITT, ESQ.
                           TESTA, HURWITZ & THIBEAULT, LLP
                         HIGH STREET TOWER, 125 HIGH STREET
                             BOSTON, MASSACHUSETTS 02110
                                   (617) 248-7000
  <PAGE>
                           CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
                                              Proposed
                                              Maximum       Proposed
                                              Offering      Maximum
                                               Price        Aggregate       Amount of
  Title of Securities         Amount to be      Per          Offering      Registration
  to be Registered            Registered(1)    Share          Price          Fee(2)
  ----------------            -------------    -----          -----          ------
  <S>                         <C>             <C>           <C>            <C>
  Common Shares                4,230,000      $0.515        $2,178,450       $520.65
  </TABLE>
  
  
  
  (1)  All of these shares are issued and outstanding and available for resale
       hereunder. The price of $0.515 per share, which is the average of the high
       and low prices reported on the NASDAQ National Market on December 3, 2001
       is solely for purposes of calculating the filing fee pursuant to Rule
       457(c) and (h).
  
  (2)  Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
       amended.
  <PAGE>
                                       PART I
  
                            REOFFER PROSPECTUS STATEMENT
  
        The materials that follow, up to but not including the page beginning Part
  II of this Registration Statement, constitute a Reoffer Prospectus prepared in
  accordance with the requirements of Part I of Form F-3 pursuant to General
  Instruction C to Form S-8. The Reoffer Prospectus may be utilized for
  reofferings and resales of up to 4,230,000 common shares, no par value, of
  Delano Technology Corporation acquired by Vikas Kapoor pursuant to the
  Employment Agreement between Mr. Kapoor and Delano Technology Corporation and
  the Restricted Share Agreement between Mr. Kapoor and Delano Technology
  Corporation, each dated as of October 5, 2001.
  <PAGE>
                                 REOFFER PROSPECTUS
  
                                  4,230,000 SHARES
  
                            DELANO TECHNOLOGY CORPORATION
  
                                    COMMON SHARES
  
  
  
        This reoffer prospectus relates to 4,230,000 common shares, no par value,
  of Delano Technology Corporation, an Ontario corporation ("Delano"), which may
  be sold from time to time by Vikas Kapoor, Chief Executive Officer and member of
  the Board of Directors of Delano. These common shares were issued to Mr. Kapoor
  pursuant to the Employment Agreement between Mr. Kapoor and Delano and the
  Restricted Share Agreement between Mr. Kapoor and Delano, each dated as of
  October 5, 2001. Mr. Kapoor may sell the common shares from time to time,
  subject to certain restrictions, at fixed prices that may be changed, at market
  prices prevailing at the time of sale, at prices related to prevailing market
  prices or at negotiated prices. Delano will receive no proceeds from the sale of
  the common shares.
  
        Our common shares are listed on the NASDAQ National Market under the
  symbol "DTEC" and listed on the Toronto Stock Exchange under the symbol "DLN."
  On December 7, 2001, the last reported sale price of our common shares on the
  NASDAQ National Market was $0.71 per share.
  
  
  
        INVESTING IN OUR COMMON SHARES INVOLVES RISKS. SEE "RISK FACTORS"
  BEGINNING ON PAGE 5.
  
  
  
  
        NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
  COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
  PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
  CRIMINAL OFFENSE.
  
  
             The date of this Reoffer Prospectus is December 10, 2001.
  <PAGE>
                             INCORPORATION BY REFERENCE
  
        The Securities and Exchange Commission (the "SEC") allows us to
  "incorporate by reference" into this prospectus the information we file with the
  SEC. This means that we can disclose important information to you by referring
  you to those documents. The information we incorporate by reference is
  considered a part of this prospectus, and later information we file with the SEC
  will automatically update and supersede this information. We incorporate by
  reference our documents listed below and any future filings we make with the SEC
  under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
  1934, as amended, until this offering is completed:
  
        -     The Company's Annual Report on Form 10-K for the year ended March
              31, 2001 and related exhibits (File No. 333-94505);
  
        -     The Company's Current Report on Form 8-K filed on October 31, 2001
              and related exhibits (File No. 333-94505);
  
        -     The Company's Quarterly Reports on Form 10-Q for the quarters ended
              June 30, 2001 and September 30, 2001 (File No. 333-94505); and
  
        -     The description of our capital stock contained in the Registration
              Statement on Form 8-A which was filed with the SEC on January 27,
              2000 (File No. 000-29203), including any amendment or report filed
              for the purposes of updating such description.
  
        You may request these documents in writing or by telephone. We will
  provide to you, at no cost, a copy of any or all information incorporated by
  reference in the registration statement, of which this prospectus is a part.
  Requests should be directed to our Investor Relations Department at our
  principal offices which are located at 302 Town Centre Boulevard, Markham,
  Ontario, Canada, L3R 0E8. You may contact our Investor Relations Department by
  calling us at (905) 947-2222.
  
        You should rely only on the information incorporated by reference or
  provided in this prospectus or any prospectus supplement. We have not authorized
  anyone else to provide you with different information. The selling stockholder
  is not making an offer of these securities in any state where the offer is not
  permitted. You should not assume that the information in this prospectus or any
  prospectus supplement is accurate as of any date other than the date on the
  front of the document.
  
  
                                         2
  <PAGE>
                             FORWARD LOOKING INFORMATION
  
        This prospectus includes "forward-looking statements" within the meaning
  of Section 27A of the Securities Act of 1933, as amended (the "Securities Act").
  This section provides a "safe harbor" for forward-looking statements to
  encourage companies to provide prospective information about themselves so long
  as they identify these statements as forward-looking and provide meaningful
  cautionary statements identifying important factors that could cause actual
  results to differ from the projected results. All statements other than
  statements of historical fact we make in this prospectus or in any document
  incorporated by reference are forward-looking statements. In particular, the
  statements regarding industry prospects and our future results of operations or
  financial position, expected financial performance, expected future customer
  demand, our ability to adapt to changing market conditions and compete and our
  future cash requirements are forward-looking statements. Forward-looking
  statements reflect our current expectations and are inherently uncertain. Our
  actual results may differ significantly from our expectations contained in the
  forward-looking statements, including our expected financial performance for any
  future fiscal quarter. The section entitled "Risk Factors" describes some, but
  not all, of the factors that could cause these differences including risks
  relating to our limited operating history and its history of losses, our
  relatively fixed operating expenses, rapid technological change in our
  marketplace, our dependence on sales of our e-Business Interaction Suite and
  product enhancements, integration of our recent acquisitions, increased levels
  of competition within our industry and the level of demand for our products and
  services.
  
        Delano, Delano Campaign Server, Delano Component Development Kit, Delano
  Component Pack for Back Office, Delano e-Business Interaction Application
  Builder, Delano e-Business Interaction Server, Delano e-Business Interaction
  Server Administrator, Delano e-Business Interaction Suite and the Delano logo
  are trademarks of Delano. This prospectus also makes reference to trademarks of
  other companies.
  
                         WHERE YOU CAN FIND MORE INFORMATION
  
        We file annual, quarterly and special reports, proxy statements and other
  information with the SEC. You can inspect and copy the registration statement on
  Form S-8 of which this prospectus is a part, as well as reports, proxy
  statements and other information filed by us, at the SEC's Public Reference Room
  at 450 Fifth Street, N.W., Washington, D.C. 20549. You can obtain copies of such
  material from the Public Reference Room of the SEC at 450 Fifth Street, N.W.,
  Washington, D.C. 20549, at prescribed rates. You can call the SEC at
  1-800-SEC-0330 for information regarding the operation of its Public Reference
  Room. The SEC also maintains an Internet site at http://www.sec.gov that
  contains reports, proxy and information statements, and other information
  regarding registrants, like us, that file electronically.
  
        This prospectus provides you with a general description of the common
  shares being registered. This prospectus is part of a registration statement
  that we have filed with the SEC. To see more detail, you should read the
  exhibits and schedules filed with, or incorporated by reference into, our
  registration statement.
  
  
                                         3
  <PAGE>
                                       SUMMARY
  
        The selling stockholder, Vikas Kapoor, is the Chief Executive Officer
  and a member of the Board of Directors of Delano.  Mr. Kapoor acquired the
  shares being offered in this prospectus pursuant to the Employment Agreement
  between Mr. Kapoor and Delano and the Restricted Share Agreement between Mr.
  Kapoor and Delano, each dated as of October 5, 2001.  Mr. Kapoor must deliver
  a prospectus to purchasers at or prior to the time of any sale of the common
  shares offered in this prospectus.
  
        Delano was incorporated under the laws of the Province of Ontario on May
  7, 1998. Our principal executive offices are located at 302 Town Centre
  Boulevard, Markham, Ontario, Canada L3R 0E8. Our telephone number at that
  location is (905) 947-2222. Our web site address is www.delanotech.com. The
  information contained on our web site is not part of this prospectus.
  
        We develop and market Customer Relationship Management (CRM) software that
  incorporates advanced analytics with interaction capabilities on a flexible and
  scalable technology platform. This technology enables companies to understand,
  personalize and manage interactions with customers across multiple communication
  channels. These interactions consist of both inbound and outbound communications
  through e-mail, company websites, and wireless devices. Companies can use Delano
  software applications to gain in-depth customer knowledge by creating a unified
  view of the customer across disparate data, and use the customer insight to
  initiate marketing campaigns, and route, track, and respond to customer service
  inquiries. We focus our sales efforts on businesses in the following industries:
  financial services, retail, technology, telecommunications, and transportation
  and logistics, as well as other organizations engaged in, or focused on,
  business-to-business or business-to-customer commercial opportunities using the
  Internet. We are also increasing our activity with channel partners to further
  our penetration of target industries. Our professional services group can assist
  our client's internal IT personnel to implement our products.
  
  
                                         4
  <PAGE>
                                    RISK FACTORS
  
      Our future operating results may vary substantially from period to period.
  The price of our common shares will fluctuate in the future, and an investment
  in our common shares is subject to a variety of risks, including but not limited
  to the specific risks identified below. Inevitably, some investors in our
  securities will experience gains while others will experience losses depending
  on the prices at which they purchase and sell securities. Prospective and
  existing investors are strongly urged to carefully consider the various
  cautionary statements and risks set forth herein. This prospectus contains
  forward-looking statements that are not historical facts but rather are based on
  current expectations, estimates and projections about our business and industry,
  our beliefs and assumptions. Words such as "anticipates", "expects", "intends",
  "plans", "believes", "seeks", "estimates" and variations of these words and
  similar expressions are intended to identify forward-looking statements. These
  statements are not guarantees of future performance and are subject to risks,
  uncertainties and other factors, some of which are beyond our control, are
  difficult to predict and could cause actual results to differ materially from
  those expressed or forecasted in the forward-looking statements. These risks and
  uncertainties include those described in this section and elsewhere in this
  prospectus. Forward-looking statements that were true at the time made may
  ultimately prove to be incorrect or false. Readers are cautioned not to place
  undue reliance on forward-looking statement, which reflect our management's view
  only as of the date of this prospectus.
  
  
  RISKS RELATED TO OUR BUSINESS
  
  OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO EVALUATE OUR BUSINESS AND
  FORECAST OUR FUTURE OPERATING RESULTS.
  
      We were incorporated on May 7, 1998, and we first recorded revenues in the
  quarter ended June 30, 1999. We are still in the early stages of our development
  and have a limited operating history, making it difficult to evaluate our
  business and prospects. As a result of our limited operating history, it is
  difficult or impossible for us to predict future operating results. For example,
  we cannot forecast operating expenses based on our historical results because
  our historical results are limited and we, to some extent, forecast expenses
  based on future revenue projections. Moreover, due to our limited operating
  history, any evaluation of our business and prospects must be made in light of
  the risks and uncertainties often encountered by early-stage companies in
  Internet-related markets. Many of these risks are discussed in the sub-headings
  below, and include our ability to execute our product development activities,
  implement our sales and marketing initiatives, both domestically and
  internationally, and attract more clients. We may not successfully address any
  of these risks.
  
  FACTORS RELATING TO OUR BUSINESS MAKE OUR FUTURE OPERATING RESULTS UNCERTAIN,
  AND MAY CAUSE THEM TO FLUCTUATE FROM PERIOD TO PERIOD.
  
      Our quarterly revenues and operating results are difficult to predict and
  may fluctuate significantly from quarter to quarter, particularly because our
  products and services are relatively new and our prospects are uncertain. If our
  quarterly revenues or operating results fall below the expectations of
  investors, the price of our common shares could decline substantially. Factors
  that might cause quarterly fluctuations in our operating results include the
  risk factors described in the sub-headings below as well as the following:
  
        -     the timing of new releases of our products;
  
        -     changes in our pricing policies or those of our competitors,
              including the extent to which we may need to offer discounts to
              match competitors' pricing;
  
  
                                         5
  <PAGE>
        -     the mix of sales channels through which our products and services
              are sold;
  
        -     the mix of our domestic and international sales;
  
        -     costs related to the customization of our products;
  
        -     our ability to expand our operations, and the amount and timing of
              expenditures related to this expansion;
  
        -     any costs or expenses related to our move to new corporate offices;
              and
  
        -     our operating results may also be affected by the following factors
              over which we have little or no control:
  
              >>    the evolving and varying demand for interaction-based software
                    products and services for e-businesses, particularly our
                    products and services;
  
              >>    the discretionary nature of our client's purchasing and
                    budgetary cycles;
  
              >>    the timing of execution of large contracts that materially
                    affect our operating results; and
  
              >>    global economic conditions, as well as those specific to large
                    enterprises with high e-mail volume.
  
  OUR OPERATING EXPENSES ARE RELATIVELY FIXED, WHICH WOULD CAUSE OUR OPERATING
  RESULTS TO VARY FROM PERIOD TO PERIOD.
  
      Most of our expenses, such as employee compensation and rent, are relatively
  fixed in the short term. Moreover, our expense levels are based, in part, on our
  expectations regarding future revenue levels. As a result, if total revenues for
  a particular quarter are below our expectations, we cannot proportionately
  reduce operating expenses for that quarter. Therefore, this revenue shortfall
  would have a disproportionate effect on our operating results for that quarter.
  
  WE HAVE A HISTORY OF LOSSES, WE MAY INCUR LOSSES IN THE FUTURE.
  
      Since we began operations in May 1998, we have incurred substantial
  operating losses in every quarter. As a result of accumulated operating losses,
  as of September 30, 2001, we had an accumulated deficit of $206.9 million. For
  the six months ended September 30, 2001, we had a net loss of $34.5 million, or
  493.6% of total revenues for that period. Our revenue in recent periods has been
  from a limited base of clients, and we may not be able to sustain our revenue.
  We expect to decrease our operating expenses as part of our restructuring
  efforts. We may experience losses and negative cash flow, even if sale of our
  products and services continues to grow, and we may not generate sufficient
  revenues to achieve profitability in the future.
  
  WE ARE DEPENDENT UPON A LIMITED NUMBER OF CLIENTS, AND A LOSS OF ANY OF THESE
  CLIENTS OR A REDUCTION, DELAY OR CANCELLATION IN ORDERS FROM THESE CLIENTS COULD
  HARM OUR BUSINESS.
  
  
                                         6
  <PAGE>
      To date, a significant portion of the total revenues has been derived from
  sales to a small number of clients. In the six months ended September 30, 2001,
  three customers accounted for 26%, 12% and 11% of our total revenues,
  respectively. We expect that we will continue to be dependent upon a limited
  number of clients for a significant portion of our revenue in future periods.
  There can be no assurance that our existing clients or any future clients will
  continue to use our products. A reduction, delay or cancellation in orders from
  our clients, including reductions or delays due to market, economic or
  competitive conditions, could have a materially adverse effect on our business,
  operating results and financial condition.
  
  DIFFICULTIES IN IMPLEMENTING OUR PRODUCTS COULD HARM OUR BUSINESS.
  
      Our success depends upon the ability of our staff and our clients to
  implement our products. This implementation typically involves working with
  sophisticated software, computing and communications systems. If we experience
  implementation difficulties or do not meet project milestones in a timely
  manner, we could be obligated to devote more customer support, engineering and
  other resources to a particular project than anticipated. Some clients may also
  require us to develop customized features or capabilities. If new or existing
  clients require more time to deploy our products than is originally anticipated,
  or require significant amounts of our professional services support or
  customized features, our revenue recognition could be further delayed and our
  costs could increase, causing increased variability in our operating results.
  
  OUR PRODUCTS AND SERVICES MAY NOT BE ACCEPTED BY THE MARKETPLACE.
  
      Of our total revenues of $7.0 million for the six months ended September 30,
  2001, $3.3 million were derived from licenses of our products and $3.7 million
  was from related services. We are not certain that our target clients will
  widely adopt and deploy our products and services. Our future financial
  performance will depend on the successful development, introduction and client
  acceptance of new and enhanced versions of our products. In the future, we may
  not be successful in marketing our products and services or any new or enhanced
  products.
  
  WE EXPECT TO DEPEND ON SALES OF OUR DELANO INTERACTION SERVER AND APPLICATIONS
  FOR A SUBSTANTIAL MAJORITY OF OUR REVENUES FOR THE FORESEEABLE FUTURE.
  
      In the six months ended September 30, 2001, we derived most of our revenues
  from licenses of our Delano Interaction Server and applications. Although we
  have added a new product offering, we expect to continue to derive a substantial
  majority of our revenues from sales of the Delano Interaction Server and
  applications for the foreseeable future. Implementation of our strategy depends
  on our products being able to solve the communication needs of businesses
  engaging in commercial transactions over the Internet or having an Internet
  presence. If current or future clients are not satisfied with our products, our
  business and operating results could be seriously harmed.
  
  WE MUST CONTINUE TO DEVELOP ENHANCEMENTS TO OUR PRODUCTS AND NEW APPLICATIONS
  AND FEATURES THAT RESPOND TO THE EVOLVING NEEDS OF OUR CLIENTS, RAPID
  TECHNOLOGICAL CHANGE AND ADVANCES INTRODUCED BY OUR COMPETITORS.
  
      Future versions of hardware and software platforms embodying new
  technologies and the emergence of new industry standards could render our
  products obsolete. The market for e-business communications software is
  characterized by:
  
        -     rapid technological change;
  
  
                                         7
  <PAGE>
        -     frequent new product introductions;
  
        -     changes in customer requirements; and
  
        -     evolving industry standards.
  
      Our products are designed to work on, or interoperate with, a variety of
  operating systems used by our clients. However, our software may not operate
  correctly on evolving versions of operating systems, or the hardware upon which,
  or with which, they are intended to run or interoperate, programming languages,
  databases and other systems that our clients use. If we cannot successfully
  develop these products in response to client demands or improve our existing
  products to keep pace with technological changes, our business could suffer.
  
      We must continually improve the performance, features and reliability of our
  products, particularly in response to competitive offerings. Our success
  depends, in part, on our ability to enhance our existing software and to develop
  new services, functionality and technologies that address the increasingly
  sophisticated and varied needs of our prospective clients. If we do not properly
  identify the feature preferences of prospective clients, or if we fail to
  deliver features that meet the requirements of these clients on a timely basis,
  our ability to market our products successfully and to increase our revenues
  will be impaired.
  
  DELAYS IN INTRODUCING NEW AND ENHANCED PRODUCTS COULD HARM OUR BUSINESS.
  
      The development of proprietary technologies and necessary service
  enhancements entail significant technical and business risks and requires
  substantial expenditures and lead time. If we experience product delays in the
  future we may face:
  
        -     customer dissatisfaction;
  
        -     cancellation of orders and license agreements;
  
        -     negative publicity;
  
        -     loss of revenues;
  
        -     slower market acceptance; and
  
        -     legal action by clients against us.
  
      In the future, our efforts to remedy product delays may not be successful
  and we may lose clients as a result. Delays in bringing to market new products
  or product enhancements could be exploited by our competitors. If we were to
  lose market share as a result of lapses in our product development, our business
  would suffer.
  
  INTENSE COMPETITION COULD REDUCE OUR MARKET SHARE AND HARM OUR FINANCIAL
  PERFORMANCE.
  
      The market for our products and services is intensely competitive, evolving
  and subject to rapid technological change. We expect the intensity of
  competition to increase in the future. Increased competition may result in price
  reductions, reduced gross margins and loss of market share. The market for
  e-business communications software is new and intensely competitive. There are
  no substantial
  
  
                                         8
  <PAGE>
  barriers to entry in this emerging market segment, and we expect established or
  new entities to enter this market segment in the near future.
  
      We currently face competition for our products principally from systems
  designed by in-house and third-party development efforts. In addition, some of
  our competitors who currently offer licensed software products are now beginning
  to offer online offerings, which involve providing software on a rental basis
  hosted on the hardware of an application service provider, or ASP. We currently
  do not offer online offerings in any material way.
  
      Our competitors include companies providing software that is focused on
  operational and analytical CRM, such as Kana/Broadbase, e.Piphany, and Xchange
  Applications. We believe competition will increase as our current competitors
  increase the sophistication of their offerings and as new participants enter the
  market.
  
      Many of our competitors have longer operating histories, significantly
  greater financial, technical, marketing and other resources, significantly
  greater name recognition and a larger installed base of customers than we do. In
  addition, many of our competitors have well-established relationships with our
  current and potential clients and have extensive knowledge of our industry. We
  may lose potential clients to competitors for various reasons, including the
  ability or willingness of our competitors to offer lower prices and other
  incentives that we cannot match. Accordingly, it is possible that new
  competitors or alliances among competitors may emerge and rapidly acquire
  significant market share. We also expect that competition may increase as a
  result of industry consolidations. We may not be able to compete successfully
  against current and future competitors, and competitive pressures may seriously
  harm our business.
  
  THE DELANO INTERACTION SERVER ENABLES THIRD PARTIES TO DEVELOP APPLICATIONS THAT
  COMPETE WITH OUR APPLICATIONS.
  
      Third parties have the ability to develop their own applications on top of
  the Delano Interaction Server. The applications of these third parties could
  compete with products developed by us or services which we offer now or will
  offer in the future. If our target clients do not widely adopt and purchase our
  products, or if third parties compete with applications developed by us, our
  business would suffer.
  
  FAILURE TO ATTRACT AND RETAIN ADDITIONAL QUALIFIED PERSONNEL COULD ADVERSELY
  AFFECT OUR BUSINESS.
  
      Competition for these individuals is intense in our industry, particularly
  in the Toronto area where we are headquartered, and there are a limited number
  of experienced people available with the necessary technical skills. Our ability
  to increase revenues in the future depends considerably upon our success in
  retaining and in some cases recruiting additional direct sales personnel and the
  success of the direct sales force. Our business will be harmed if we fail to
  hire or retain qualified sales personnel, or if newly hired salespeople fail to
  develop the necessary sales skills or develop these skills more slowly than we
  anticipate. We also are substantially dependent upon our ability to develop new
  products and enhance existing products, and we may not be able to retain highly
  qualified research and development personnel. Similarly, our failure to attract
  and retain the highly trained personnel that are integral to our professional
  services group, which is responsible for the implementation and customization
  of, and technical support for, our products and services, may limit the rate at
  which we can develop and install new products or product enhancements, which
  would harm our business.
  
  
                                         9
  <PAGE>
  FAILURE TO INTEGRATE OUR EXECUTIVE TEAM MAY INTERFERE WITH OPERATIONS.
  
      Our executive team has largely been hired in the past two years. Vikas
  Kapoor, our Chief Executive Officer, was hired as of October 5, 2001. To
  integrate into our company, these individuals must spend a significant amount of
  time developing interpersonal relationships and learning our business model and
  management system, in addition to performing their regular duties. Accordingly,
  the integration of new personnel has resulted, and may continue to result, in
  some disruption of our ongoing operations.
  
  OUR FUTURE REVENUE GROWTH COULD BE IMPAIRED IF WE ARE UNABLE TO DEVELOP
  ADDITIONAL DISTRIBUTION CHANNELS FOR OUR PRODUCTS.
  
      We believe that our success in penetrating our target markets depends in
  part on our ability to enter into agreements with established third-party
  distribution companies, consulting organizations and software vendors relating
  to the distribution of our products. We have entered into non-exclusive
  distribution agreements with various parties, including Nortel Networks,
  Deloitte Consulting and PricewaterhouseCoopers. Since these agreements are
  non-exclusive and normally terminable without penalty on short notice, some
  third parties may choose to discontinue working with us or may decide to work
  with our competitors. We derive revenues from these agreements through the sale
  of licenses. We may not be able to derive significant revenues in the future
  from these agreements.
  
  WE HAVE COMPLETED TWO ACQUISITIONS, AND THOSE ACQUISITIONS MAY RESULT IN
  DISRUPTIONS TO OUR BUSINESS AND MANAGEMENT DUE TO DIFFICULTIES IN ASSIMILATING
  PERSONNEL AND OPERATIONS.
  
       We may not realize the benefits from the acquisitions we have completed. In
  September 2000, we acquired Continuity, and in October 2000, we acquired Digital
  Archaeology. In July we completed a restructuring of our operations that
  resulted in a reduction of many of the employees from the acquired companies. We
  may not be able to successfully assimilate the remaining personnel, operations,
  acquired technology and products into our business. This is particularly
  difficult since Digital Archaeology's operation is located in Kansas while we
  are headquartered in Markham, Ontario, Canada. Key personnel from the acquired
  companies may in the future decide that they do not want to work for us. In
  addition, products of these companies will have to be integrated into our
  products, and it is uncertain whether we may accomplish this easily or at all.
  These difficulties could disrupt our ongoing business, distract management and
  employees or increase expenses. Acquisitions are inherently risky and we may
  also face unexpected costs, which may adversely affect operating results in any
  quarter.
  
  THE ACQUISITIONS OF CONTINUITY AND DIGITAL ARCHAEOLOGY INTO OUR COMPANY COULD
  ADVERSELY AFFECT OUR COMBINED FINANCIAL RESULTS.
  
       If the benefits of the acquisitions of Continuity and Digital Archaeology
  into our company do not exceed the costs associated with these acquisitions,
  including any dilution to our stockholders resulting from the issuance of shares
  in connection with the acquisitions, our financial results, including earnings
  per share, could be adversely affected.
  
  IF WE ACQUIRE ADDITIONAL COMPANIES, PRODUCTS OR TECHNOLOGIES, WE MAY FACE RISKS
  SIMILAR TO THOSE FACED IN OUR OTHER ACQUISITIONS.
  
      If we are presented with appropriate opportunities, we may make other
  investments in complementary companies, products or technologies. We may not
  realize the anticipated benefits of any other acquisition or investment. If we
  acquire another company, we will likely face the same risks, uncertainties and
  disruptions as discussed above with respect to our other acquisitions.
  Furthermore, we may have to incur debt or issue equity securities to pay for any
  additional future acquisitions or
  
  
                                         10
  <PAGE>
  investments, the issuance of which could be dilutive to our company or our
  existing stockholders. In addition, our profitability may suffer because of
  acquisition-related costs or amortization costs for acquired goodwill and other
  intangible assets.
  
  WE MAY SEEK TO GROW BY MAKING ACQUISITIONS AND WE MAY NOT BE ABLE TO
  SUCCESSFULLY COMPLETE ANY ACQUISITIONS WE UNDERTAKE OR INTEGRATE ANY ACQUIRED
  BUSINESS WITH OUR OWN.
  
      We may consider other investments in complementary companies, products or
  technologies. If we undertake such an acquisition or investment, we may not
  realize the anticipated benefits. If we buy a company, we may not be able to
  successfully assimilate the acquired personnel, operations, technology and
  products into our business. In particular, we will need to assimilate and retain
  key technical, professional services, sales and marketing personnel. In
  addition, acquired products or technology will have to be integrated into our
  products and technology, and it is uncertain whether we may accomplish this.
  These difficulties could disrupt our ongoing business, distract our management
  and employees or increase our expenses. In connection with a merger, or
  acquisition for shares, the issuance of these securities may be dilutive to our
  existing shareholders or affect profitability. Furthermore, we may have to issue
  equity or incur debt to pay for future acquisitions or investments, the issuance
  of which could be dilutive to us or our existing shareholders or affect our
  profitability. In addition, our profitability may suffer because of
  acquisition-related costs or amortization costs for acquired goodwill and other
  acquired intangible assets.
  
  WE MAY NEED TO RAISE ADDITIONAL CAPITAL TO GROW OUR BUSINESS, WHICH WE MAY NOT
  BE ABLE TO DO.
  
      Our future liquidity and capital requirements are difficult to predict
  because they depend on numerous factors, including the success of our existing
  and new service offerings as well as competing technological and market
  developments. As a result, we may not be able to generate sufficient cash from
  our operations to meet additional working capital requirements, support
  additional capital expenditures or take advantage of acquisition opportunities.
  Accordingly, we may need to raise additional capital in the future. Our ability
  to obtain additional financing will be subject to a number of factors, including
  market conditions and our operating performance. These factors may make the
  timing, amount, terms and conditions of additional financing unattractive for
  us. If we raise additional funds by selling equity securities, the relative
  equity ownership of our existing investors could be diluted or the new investors
  could obtain terms more favorable than previous investors. If we raise
  additional funds through debt financing, we could incur significant borrowing
  costs. If we are unable to raise additional funds when needed, our ability to
  operate and grow our business could be impeded.
  
  TECHNICAL PROBLEMS WITH INTERNAL OR OUTSOURCED COMPUTER AND COMMUNICATIONS
  SYSTEMS COULD RESULT IN REDUCED REVENUES AND HARM TO OUR REPUTATION.
  
      The success of our online support services depends on the efficient and
  uninterrupted operation of our own and outsourced computer and communications
  hardware and software systems. These systems and operations are vulnerable to
  damage or interruption from human error, natural disasters, telecommunications
  failures, break-ins, sabotage, computer viruses and similar adverse events. Our
  operations depend on our ability to protect our systems against damage or
  interruption. We cannot guarantee that our Internet access will be
  uninterrupted, error-free or secure. We have no formal disaster recovery plan in
  the event of damage or interruption, and our insurance policies may not
  adequately compensate us for losses that we may incur. Any system failure that
  causes an interruption in our service or a decrease in responsiveness could harm
  our relationships with our clients and result in reduced revenues.
  
  
                                         11
  <PAGE>
  FAILURE TO SELL ONLINE SERVICES MAY IMPAIR OUR FUTURE REVENUE GROWTH.
  
        We currently focus primarily on software sales rather than online
  offerings. Our competitors may move to a heavier emphasis on online offerings,
  and our failure to focus on it at an early stage may make it difficult to
  compete if online offerings become a dominant means of generating revenues
  within the industry. In addition, although our sales force sells both our
  software products and online offerings, the skills necessary to market and sell
  online offerings are different than those relating to our software products. As
  a result, our sales and marketing groups may not be able to maintain or increase
  the level of sales of our online offerings.
  
  A DECLINE IN OUR LICENSE REVENUES COULD CAUSE A DECLINE IN OUR SERVICE REVENUES.
  
      Our products are designed to enable customers to rapidly develop and deploy
  e-business communication applications. Where desirable, our professional
  services group can assist our clients' internal IT personnel to implement our
  products. Because the revenues associated with these services are largely
  correlated with the licensing of our products, a decline in license revenues
  could also cause a decline in our service revenues.
  
  CONFLICTS BETWEEN OUR PRODUCTS AND OTHER VENDORS' PRODUCTS COULD HARM OUR
  BUSINESS AND REPUTATION.
  
      Our clients generally use our products together with products from other
  companies. As a result, when problems occur in the network, it may be difficult
  to identify the source of the problem. Even when these problems are not caused
  by our products, they may cause us to incur significant warranty and repair
  costs, divert the attention of our engineering personnel from our product
  development efforts and cause significant customer relations problems.
  
  OUR SUCCESS DEPENDS ON OUR ABILITY TO PROTECT OUR PROPRIETARY RIGHTS.
  
      We rely on contractual restrictions, such as confidentiality agreements and
  licenses, to establish and protect our proprietary rights. None of our
  trademarks is registered, nor do we have any trademark applications pending. We
  currently have no patent applications pending relating to our software. Despite
  any precautions that we take to protect our intellectual property:
  
        -     laws and contractual restrictions may be insufficient to prevent
              misappropriation of our technology or deter others from developing
              similar technologies;
  
        -     current laws that prohibit software copying provide only limited
              protection from software "pirates", and effective trademark,
              copyright and trade secret protection may be unavailable or limited
              in foreign countries;
  
        -     other companies may claim common law trademark rights based upon
              state, provincial or foreign laws that precede any registrations we
              may receive for our trademarks; and
  
        -     policing unauthorized use of our products and trademarks is
              difficult, expensive and time-consuming, and we may be unable to
              determine the extent of this unauthorized use.
  
  
                                         12
  <PAGE>
      It is possible that our intellectual property rights could be successfully
  challenged by one or more third parties, which could result in our inability to
  exploit, or our loss of the right to prevent others from exploiting, certain
  intellectual property. We are aware that certain of our competitors have filed
  patent applications.
  
      Also, the laws of other countries in which we market our products may offer
  little or no effective protection of our technology. Reverse engineering,
  unauthorized copying or other misappropriation of our technology could enable
  third parties to benefit from our technology without paying us for it, which
  would significantly harm our business.
  
  WE RELY ON SOFTWARE LICENSED TO US BY THIRD PARTIES FOR FEATURES WE INCLUDE IN
  OUR PRODUCTS.
  
      We use and in the future will use certain software technologies and other
  information that we license or otherwise acquire from third parties, usually on
  a non-exclusive basis, including software that is integrated with our internally
  developed software and used in our products to perform what may be important
  functions. If we are not able to continue to use the third-party software and
  technologies, or if they fail to adequately update and support their products,
  we could suffer delays or reductions in shipments of our products until
  alternative software and technologies could be identified, which could adversely
  affect our business and financial condition.
  
  CLAIMS BY OTHER COMPANIES THAT OUR PRODUCTS INFRINGE THEIR PROPRIETARY RIGHTS
  COULD ADVERSELY AFFECT OUR ABILITY TO SELL OUR PRODUCTS AND INCREASE OUR COSTS.
  
      Substantial litigation over intellectual property rights exists in our
  industry. We expect that software in our industry may be increasingly subject to
  third-party infringement claims as the numbers of competitors grow and the
  functionality of products in different industry segments overlap. Third parties
  may currently have, or may eventually be issued patents that our products or
  technology infringe.
  
      Any of these third parties might make a claim of infringement against us.
  Many of our software license agreements require us to indemnify our clients and
  suppliers from any claim or finding of intellectual property infringement. Any
  litigation, brought by us or others, could result in the expenditure of
  significant financial resources and the diversion of management's time and
  efforts. In addition, litigation in which we are accused of infringement might
  cause negative publicity, have an impact on prospective clients, cause product
  shipment delays, require us to develop non-infringing technology or require us
  to enter into royalty or license agreements, which might not be available on
  acceptable terms, or at all. If a successful claim of infringement were made
  against us and we could not develop non-infringing technology or license the
  infringed or similar technology on a timely and cost-effective basis, our
  business could be significantly harmed.
  
  OUR INSURANCE MAY NOT BE SUFFICIENT TO COVER ALL POTENTIAL PRODUCT LIABILITY AND
  WARRANTY CLAIMS.
  
      Our products are integrated into our client's networks. The sale and support
  of our products results in the risk of product liability or warranty claims
  based on damage to these networks. In addition, the failure of our products to
  perform to client expectations could give rise to warranty claims. Although we
  carry general liability insurance, our insurance would likely not cover
  potential claims of this type or may not be adequate to protect us from all
  liability that may be imposed.
  
  OUR PRODUCTS COULD CONTAIN UNDETECTED DEFECTS OR ERRORS.
  
  
                                         13
  <PAGE>
      We face the possibility of higher costs as a result of the complexity of our
  products and the potential for undetected errors. Due to the mission-critical
  nature of our products and services, undetected errors are of particular
  concern. We have only a limited number of clients that test new features and the
  functionality of our software before we make these features and functionalities
  generally available. If our software contains undetected errors or we fail to
  meet our client's expectations in a timely manner, we could experience:
  
        -     loss of, or delay in revenues expected from the new product and an
              immediate and significant loss of market share;
  
        -     loss of existing clients that upgrade to the new product and of new
              clients;
  
        -     failure to achieve market acceptance;
  
        -     diversion of development resources;
  
        -     injury to our reputation;
  
        -     increased service and warranty costs;
  
        -     legal actions by clients against us; and
  
        -     increased insurance costs.
  
      A product liability claim could harm our business by increasing our costs,
  damaging our reputation and distracting our management.
  
  OUR INTERNATIONAL EXPANSION EFFORTS MAY NOT BE SUCCESSFUL.
  
      Our operations outside the United States and Canada are located in the
  United Kingdom and Asia and, to date, have been limited. We intend to increase
  our penetration of these markets by intensifying global activities, and allying
  ourselves with selected international third-party distribution companies,
  consulting organizations and software vendors.
  
      The expansion of our existing international operations and entry into
  additional international markets may require significant management attention
  and financial resources. In addition, to expand our international sales
  operations, we will need to, among other things:
  
        -     expand our international sales channel management and support
              organizations;
  
        -     develop relationships with international service providers and
              additional distributors and systems integrators; and
  
        -     customize our products for local markets.
  
      Our investments in facilities in other countries may not produce desired
  levels of revenues. Even if we are able to expand our international operations
  successfully, we may not be able to maintain or increase international market
  demand for our products.
  
  
                                         14
  <PAGE>
  OUR BUSINESS MAY SUFFER IF WE FAIL TO ADAPT APPROPRIATELY TO THE CHALLENGES
  ASSOCIATED WITH OPERATING INTERNATIONALLY.
  
      Expanding our operations outside the United States and Canada subjects us to
  numerous inherent potential risks associated with international operations.
  These risks include greater difficulty in accounts receivable collection, the
  burden of complying with multiple and conflicting regulatory requirements,
  foreign exchange controls, longer payment cycles, import and export restrictions
  and tariffs, potentially adverse tax consequences, and political and economic
  instability, any of which could impair our sales and results of operations. In
  addition, our ability to expand our business in certain countries will require
  modification of our products, particularly domestic language support.
  
      Our international operations will increase our exposure to international
  laws and regulations. If we cannot comply with foreign laws and regulations,
  which are often complex and subject to variation and unexpected changes, we
  could incur unexpected costs and potential litigation. For example, the
  governments of foreign countries might attempt to regulate our products and
  services or levy sales or other taxes relating to our activities. In addition,
  foreign countries may impose tariffs, duties, price controls or other
  restrictions on foreign currencies or trade barriers, any of which could make it
  more difficult to conduct our business. The European Union, in which we have a
  sales office, recently enacted its own privacy regulations that may result in
  limits on the collection and use of certain user information, which, if applied
  to the sale of our products and services, could negatively impact our results of
  operations.
  
  OUR BUSINESS IS IMPACTED BY THE SLOWDOWN IN ECONOMIC CONDITIONS.
  
      As a result of recent unfavorable economic conditions and reduced capital
  spending, software licensing revenues have declined as a percentage of our total
  revenues. In particular, revenues were impacted during the first and second
  fiscal quarter of 2002. If the economic conditions in the United States worsen,
  or if a wider global economic slowdown occurs, we may experience a material
  adverse impact on our business, operating results, and financial condition.
  
  WE HAVE TAKEN AND EXPECT TO CONTINUE TO TAKE REMEDIAL MEASURES TO ADDRESS THE
  RECENT SLOWDOWN IN THE MARKET FOR OUR PRODUCTS WHICH COULD HAVE LONG-TERM
  EFFECTS ON OUR BUSINESS.
  
      We have taken and expect to continue to take measures to address the recent
  slowdown in the market for our products. In particular, we have reduced our
  workforce, frozen hiring, and reduced our planned capital expenditure and
  expense budgets. These measures will reduce our expenses in the face of
  decreased revenues due to decreased customer orders. However, each of these
  measures and any additional measures taken in the future to contain expenditures
  could have long-term effects on our business by reducing our pool of technical
  talent, decreasing or slowing improvements in our products, and making it more
  difficult for us to respond to customers.
  
  FLUCTUATIONS IN EXCHANGE RATES MAY AFFECT OUR OPERATING RESULTS.
  
      A substantial portion of our revenues are now, and are expected to continue
  to be, realized in currencies other than Canadian dollars. Our operating
  expenses are primarily paid in Canadian dollars. Fluctuations in the exchange
  rate between the Canadian dollar and these other currencies may have a material
  effect on our results of operations. In particular, we may be adversely affected
  by a significant strengthening of the Canadian dollar against the U.S. dollar.
  We do not currently engage in currency
  
  
                                         15
  <PAGE>
  hedging activities. We have not yet, but may in the future, experience
  significant foreign exchange rate losses, especially to the extent that we do
  not engage in hedging.
  
  IF WE ARE OR BECOME A PASSIVE FOREIGN INVESTMENT COMPANY WE MAY NOT BE ABLE TO
  SATISFY RECORD-KEEPING REQUIREMENTS, WHICH COULD HAVE ADVERSE U.S. TAX
  CONSEQUENCES TO YOU.
  
      The rules governing passive foreign investment companies can have
  significant effects on U.S. investors. We could be classified as a passive
  foreign investment company if, for any taxable year, either:
  
        -     75% or more of our gross income is passive income, which includes
              interest, dividends and some types of rents and royalties; or
  
        -     the average percentage, by fair market value, or, in some cases, by
              adjusted tax basis, of our assets that produce or are held for the
              production of passive income is 50% or more.
  
      Distributions which constitute "excess distributions," as defined in Section
  1291 of the Internal Revenue Code, from a passive foreign investment company and
  dispositions of shares of a passive foreign investment company are subject to
  the highest rate of tax on ordinary income in effect and to an interest charge
  based on the value of the tax deferred during the period during which the shares
  are owned. However, these rules generally will not apply if the U.S. investor
  elects to treat the passive foreign investment company as a qualified electing
  fund under Section 1295 of the Internal Revenue Code.
  
      If we are or become a passive foreign investment company we may not be able
  to satisfy record-keeping requirements that would permit you to make a qualified
  electing fund election.
  
  RISKS RELATED TO OUR INDUSTRY
  
  OUR FUTURE REVENUES AND PROFITS DEPEND ON THE CONTINUED GROWTH IN USE AND
  EFFICIENT OPERATION OF THE INTERNET AND E-MAIL.
  
      We sell our products and services primarily to organizations that receive
  large volumes of e-mail and communications over the web. Consequently, our
  future revenues and profits, if any, substantially depend upon the continued
  acceptance and use of the web and e-mail, which are evolving as communications
  media. Rapid growth in the use of e-mail is a recent phenomenon and may not
  continue. As a result, a broad base of enterprises that use e-mail as a primary
  means of communication may not develop or be maintained. Moreover, companies
  that have already invested significant resources in other methods of
  communications with customers, such as call centers, may be reluctant to adopt a
  new strategy that may limit or compete with their existing investments. If
  businesses do not continue to accept the web and e-mail as communications media,
  our business would suffer.
  
  GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES RELATING TO THE INTERNET COULD
  DISCOURAGE COMMUNICATION BY E-MAIL OR OTHER INTERNET-BASED COMMUNICATIONS
  FACILITATED BY OUR PRODUCTS.
  
      Due to the increasing popularity and use of the Internet, it is possible
  that Canadian and U.S. federal, Canadian provincial, U.S. state, and other
  foreign regulators could adopt laws and regulations that impose additional
  burdens on those companies that conduct business online. These laws and
  regulations could discourage communication by e-mail or other Internet-based
  communications facilitated by our products, which could reduce demand for our
  products and services.
  
  
                                         16
  <PAGE>
      The growth and development of the market for online services may prompt
  calls for more stringent consumer protection laws or laws that may inhibit the
  use of Internet-based communications or the information contained in these
  communications. The adoption of any additional laws or regulations may slow the
  growth of the Internet. A decline in the growth of the Internet, particularly as
  it relates to online communication, could decrease demand for our products and
  services and increase our cost of doing business, or otherwise harm our
  business.
  
  BECAUSE WE ARE A CANADIAN COMPANY, IT MAY BE DIFFICULT FOR YOU TO ENFORCE
  AGAINST US LIABILITIES BASED SOLELY UPON THE FEDERAL SECURITIES LAWS OF THE
  UNITED STATES.
  
      We have been incorporated under the laws of the Province of Ontario, and our
  executive offices are located in Ontario. Many of our directors, controlling
  persons and officers, and representatives of the experts, are residents of
  Canada and a substantial portion of their assets and a majority of our assets
  are located outside the United States. Consequently, it may be difficult for you
  to enforce against us or any of our directors, controlling persons, officers or
  experts who are not resident in the United States, liabilities based solely upon
  the federal securities laws of the United States.
  
  OUR BOARD OF DIRECTORS MAY ISSUE, WITHOUT SHAREHOLDER APPROVAL, PREFERENCE
  SHARES THAT HAVE RIGHTS AND PREFERENCES SUPERIOR TO THOSE OF COMMON SHARES AND
  THAT MAY DELAY OR PREVENT A CHANGE OF CONTROL.
  
      Our articles of incorporation allow the issuance of an unlimited number of
  preference shares in one or more series. After the offering, there will be no
  preference shares outstanding. However, our board of directors may set the
  rights and preferences of any class of preference shares in its sole discretion
  without the approval of the holders of common shares. The rights and preferences
  of these preference shares may be superior to those of the common shares.
  Accordingly, the issuance of preference shares may adversely affect the rights
  of holders of common shares. The issuance of preference shares also could have
  the effect of delaying or preventing a change of control of our company.
  
  WE DO NOT INTEND TO PAY ANY DIVIDENDS ON OUR COMMON SHARES.
  
      We have not paid any cash dividends on our common shares and we currently do
  not have any plans to pay dividends on our common shares. In addition, our lease
  line of credit specifically prohibits the payment of dividends on our common
  shares.
  
  
                                         17
  <PAGE>
                           CAPITALIZATION AND INDEBTEDNESS
  
        The following table sets forth (in thousands of U.S. dollars, except per
  share amounts) our capitalization as of October 31, 2001 on a pro forma basis to
  give effect to the issuance of 4,230,000 common shares hereunder issued for no
  consideration and after deducting estimated expenses. This table should be read
  in conjunction with "Management's Discussion and Analysis of Financial Condition
  and Results of Operations" and our consolidated financial statements and related
  notes appearing in our Annual Report on Form 10-K dated March 31, 2001
  incorporated by reference herein:
  
  
  <TABLE>
  <CAPTION>
                                                                   October 31, 2001(1)
                                                                   -------------------
                                                                 Actual        Pro Forma
                                                                 ------        ---------
                                                                      (unaudited)
  
  <S>                                                           <C>            <C>
  Restructuring accrual....................................         2,516          2,516
  
  Shareholders' equity:
    Common shares; unlimited shares authorized;
      37,761,323 shares issued and outstanding, actual;
      41,991,323 shares issued and outstanding, pro forma .       222,410        222,341(2)
    Warrants ..............................................           496            496
    Deferred stock-based compensation .....................        (2,119)        (2,119)
    Accumulated other comprehensive losses ................          (340)          (340)
    Accumulated deficit ...................................      (208,043)      (208,043)
                                                                ---------      ---------
      Total shareholders' equity ..........................        12,404         12,335
                                                                ---------      ---------
        Total capitalization ..............................     $  14,920      $  14,851
                                                                =========      =========
  </TABLE>
  
  (1)   The table above excludes options outstanding at October 31, 2001 to
        purchase up to 7,864,632 common shares under our stock option plans.
  
  (2)   Reduced by expenses of $68,820.65.
  
        Delano currently has no outstanding indebtedness.
  
                                   USE OF PROCEEDS
  
        Delano will not receive any proceeds from the sale of shares by the
  selling security holder, Mr. Kapoor.  See "Selling Security Holder" and "Plan
  of Distribution" described below.
  
  
                                    PRICE HISTORY
  
        Delano's common shares are listed on the NASDAQ Stock Market under the
  symbol "DTEC" and listed on the Toronto Stock Exchange under the symbol "DLN."
  
        The following table sets forth the range of high and low closing sales
  prices (in U.S.$) on the NASDAQ National Market for each period indicated,
  adjusted for the 3-for-2 stock split effective January 2000:
  
  
                                         18
  <PAGE>
  <TABLE>
  <CAPTION>
                                                                              HIGH            LOW
                                                                              ----            ---
  <S>                                                                       <C>            <C>
  FISCAL 2000
      Fourth Quarter (from January 12 to March 31, 2000)...........         $  51.50       $  22.44
  FISCAL 2001
      First Quarter................................................         $  24.94       $   9.75
      Second Quarter...............................................         $  18.19       $   9.50
      Third Quarter................................................         $  17.12       $   5.12
      Fourth Quarter...............................................         $   5.37       $   1.37
  FISCAL 2002
      First Quarter................................................         $   1.81       $   0.32
      Second Quarter...............................................         $   0.41       $   0.12
      Third Quarter (from October 1 to December 7, 2001)...........         $   0.74       $   0.10
  </TABLE>
  
  The following table sets forth the high and low closing sales prices (in U.S. $)
  of the common shares on the NASDAQ National Market during each of the preceding
  six months:
  
  <TABLE>
  <CAPTION>
                                                                             HIGH            LOW
                                                                             ----            ---
  <S>                                                                       <C>            <C>
      June 2001....................................................          $0.72          $0.31
      July 2001....................................................          $0.42          $0.17
      August 2001..................................................          $0.30          $0.17
      September 2001...............................................          $0.24          $0.11
      October 2001.................................................          $0.39          $0.10
      November 2001................................................          $0.70          $0.21
  </TABLE>
  
           As of December 7, 2001, the last reported sale price of our common
  shares was $0.71 per share, as reported by the Nasdaq National Market and Cdn.
  $1.10, as reported by the Toronto Stock Exchange.
  
                                      DILUTION
  
           The shares being issued under this offering will dilute the interests
  of existing shareholders by the amount of the difference between the offering
  price per common share and the pro forma adjusted net tangible book value per
  common share after this offering.
  
           Our net tangible book value as of October 31, 2001 was $12.4 million,
  or $0.33 per common share. Net tangible book value per share is equal to our
  total tangible assets less total liabilities, divided by the number of
  outstanding common shares.
  
           After giving effect to the issuance of 4,230,000 common shares in this
  offering at nil consideration and after deducting estimated expenses, our pro
  forma net tangible book value as of October 31, 2001 would have been $12.3
  million, or $0.29 per common share. This amount represents:
  
  
  <TABLE>
  <S>                                                                                <C>           <C>
  Net tangible book value per common share as at October 31, 2001................                  $ 0.33
     Offering price per common share.............................................    $0.00
     Pro forma net tangible book value per common share after this
       Offering..................................................................     0.29
                                                                                     -----
     Adjusted Pro forma net tangible book value per common share after this
       Offering..................................................................
                                                                                                     0.29
                                                                                                   ------
  Dilution per common share to existing shareholders.............................                  $ 0.04
                                                                                                   ======
  </TABLE>
  
  
                                         19
  <PAGE>
           The table below shows on a pro forma basis as of October 31, 2001 the
  difference between our existing shareholders and our new investor with respect
  to the number of common shares issued before deducting estimated expenses:
  
  <TABLE>
  <CAPTION>
                                   Shares purchased                  Total Consideration
                                   ----------------                  -------------------          Average Price
                               Number            Percent          Amount           Percent          Per Share
                               ------            -------          ------           -------          ---------
  <S>                       <C>              <C>               <C>              <C>               <C>
  Existing shareholders      37,761,323              89.9%     $12,461,237             100.0%     $       0.33
  New investor ........       4,230,000              10.1                0                 0                 0
                            -----------      ------------      -----------      ------------
                             41,991,323             100.0%      12,461,237             100.0%
  </TABLE>
  
  
                               SELLING SECURITY HOLDER
  
           This prospectus relates to 4,230,000 common shares of Delano issued to
  Vikas Kapoor pursuant to the Employment Agreement between Mr. Kapoor and Delano
  and the Restricted Share Agreement between Mr. Kapoor and Delano, each dated as
  of October 5, 2001. Mr. Kapoor is the Chief Executive Officer of Delano and has
  been a member of the Board of Directors of Delano since July 2001. The following
  table sets forth the number and percentage of our common shares beneficially
  owned by Mr. Kapoor prior to this offering and the maximum number of shares that
  Mr. Kapoor, his transferees, distributees, pledgees, donees or other successors
  in interest may offer and sell pursuant to this prospectus. Since Mr. Kapoor may
  sell all, some or none of his shares, we cannot estimate the actual number of
  common shares that will be sold by Mr. Kapoor or the aggregate number or
  percentage of our common shares that Mr. Kapoor will own upon completion of this
  offering. See "Plan of Distribution."
  
           Our common shares offered under this prospectus may be offered from
  time to time by and for the account of Mr. Kapoor. Although the shares issued to
  Mr. Kapoor are subject to vesting, once vested, the shares may be sold at any
  time and from time to time by Mr. Kapoor.
  
  <TABLE>
  <CAPTION>
                                                                                                   SHARES BENEFICIALLY
                                                                                                -------------------------
                                           SHARES BENEFICIALLY OWNED      SHARES AVAILABLE           OWNED AFTER THE
                                           -------------------------                            -------------------------
                  NAME OF                      PRIOR TO OFFERING        FOR REOFFER AND SALE           OFFERING (2)
                  -------                      -----------------                                -------------------------
            SELLING SHAREHOLDER            NUMBER      PERCENTAGE             HEREUNDER         NUMBER         PERCENTAGE
            -------------------            ------      ----------             ---------         ------         ----------
  
  <S>                                      <C>         <C>              <C>                     <C>      <C>
  Vikas Kapoor (1)                         4,230,000        10.1%             4,230,000           0              0%
  c/o Delano Technology Corporation
  302 Town Centre Boulevard
  Markham, Ontario, Canada
  L3R OE8
  </TABLE>
  
  ---------------
  
  (1)  Mr. Kapoor is the Chief Executive Officer of Delano and has been a member
       of the Board of Directors of Delano since July 2001.
  
  (2)  Assuming all common shares offered under this prospectus are sold by Mr.
       Kapoor.
  
  
                                         20
  <PAGE>
                                PLAN OF DISTRIBUTION
  
           Our common shares offered hereby may be sold from time to time by Mr.
  Kapoor for his own account. Delano will receive no proceeds from this offering.
  Mr. Kapoor will pay or assume brokerage commissions or other charges and
  expenses incurred in the sale of the shares.
  
           Mr. Kapoor's sale of the shares is not currently subject to any
  underwriting agreement. The shares covered by this prospectus may be sold by Mr.
  Kapoor or by pledgees, donees, transferees, distributees or other successors in
  interest of Mr. Kapoor from time to time. Mr. Kapoor may sell the shares from
  time to time at fixed prices that may be changed, at market prices prevailing at
  the time of sale, at prices related to prevailing market prices or at negotiated
  prices. Sales may be effected in the over-the-counter market, on the National
  Association of Securities Dealers Automated Quotation System, on the Nasdaq
  National Market, or on any exchange on which the shares may then be listed. Mr.
  Kapoor may sell the shares by one or more of the following: (a) in one or more
  block trades in which a broker or dealer so engaged will attempt to sell all or
  a portion of the shares held by Mr. Kapoor as agent but may position and resell
  a portion of the block as principal to facilitate the transaction; (b) through
  purchases by a broker or dealer as principal and resale by such broker or dealer
  for its account pursuant to this prospectus; (c) in ordinary brokerage
  transactions and transactions in which the broker solicits purchasers; (d) in
  negotiated transactions; and (e) through other means.
  
           Mr. Kapoor may effect these transactions by selling shares to or
  through broker-dealers, and those broker-dealers may receive compensation in the
  form of underwriting discounts, concessions, commissions, or fees from Mr.
  Kapoor and/or purchasers of the shares for whom such broker-dealers may act as
  agent or to whom they may sell as principal, or both (which compensation to a
  particular broker-dealer might be in excess of customary commissions). These
  broker-dealers and Mr. Kapoor may be deemed to be "underwriters" within the
  meaning of the Securities Act, in connection with those sales, and any
  commissions received by them and any profit on the resale of shares placed by
  them might be deemed to be underwriting compensation.
  
           Any common shares covered by this prospectus that qualify for sale
  pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather
  than pursuant to this prospectus.
  
           Mr. Kapoor is not restricted as to the price or prices at which he may
  sell his shares. Sales of common shares at less than the market prices may
  depress the market price of our common shares. Although the shares issued to Mr.
  Kapoor are subject to vesting, once vested, Mr. Kapoor is not restricted as to
  the number of shares which may be sold at any one time, and it is possible that
  a significant number of shares could be sold at the same time. In addition, Mr.
  Kapoor may decide not to sell all, none or a portion of the shares.
  
           We have informed Mr. Kapoor that the anti-manipulation rules under the
  Exchange Act (including, without limitation, Rule 10b-5 and Regulation M - Rule
  102) may apply to sales in the market and we will furnish Mr. Kapoor upon
  request with a copy of these Rules. We will also inform Mr. Kapoor of the need
  for delivery of copies of this prospectus.
  
           Computershare Trust Company of Canada is the transfer agent for our
  common shares.
  
  
                              EXPENSES OF THE ISSUANCE
  
  
  Delano will pay all expenses incident to the offering and sale of the Shares to
  the public other than any discounts, concessions, commissions or fees of
  underwriters, brokers, dealers or agents. Mr. Kapoor will pay or assume
  brokerage commissions or other charges and expenses incurred in the resale of
  the shares. The following table sets forth the costs and expenses to be paid by
  Delano in connection with the sale of
  
  
                                         21
  <PAGE>
  the shares of common stock being registered hereby. All amounts are estimates
  except for the Securities and Exchange Commission registration fee.
  
  <TABLE>
  <S>                                                                <C>
  Securities and Exchange Commission registration fee..........      $      520.65
  NASDAQ fee...................................................          42,300.00
  Accounting fees and expenses.................................           4,000.00
  Legal fees and expenses......................................          20,000.00
  Transfer agent and registrar fees and expenses...............           1,000.00
  Miscellaneous expenses.......................................           1,000.00
                                                                       -----------
  Total........................................................        $ 68,820.65
  </TABLE>
  
  
                                    LEGAL MATTERS
  
           Certain legal matters with respect to the issuance of the Delano common
  shares offered hereby are being passed upon for us by Goodmans LLP, Toronto,
  Ontario, Canada. The partners and associates of Goodmans LLP own an aggregate of
  20,000 common shares of Delano.
  
  
                                       EXPERTS
  
           The consolidated financial statements incorporated in this prospectus
  by reference from Delano's Annual Report on Form 10-K for the year ended March
  31, 2001 have been audited by KPMG LLP, independent auditors, as stated in their
  reports, which are incorporated herein by reference, and have been so
  incorporated in reliance upon the reports of KPMG LLP given upon their authority
  as experts in accounting and auditing. KPMG LLP is located in Toronto, Canada.
  
                    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
  
  
                                         22
  <PAGE>
  You should rely only on the information contained in this prospectus. We have
  not authorized anyone to provide you with information different from that
  contained in this prospectus. The selling security holder is offering to sell,
  and seeking offers to buy, Common Shares only in jurisdictions where offers and
  sales are permitted. The information contained in this prospectus is accurate
  only as of the date of this prospectus, regardless of the time of delivery of
  this prospectus or of any sale of the Common Shares. In this prospectus,
  references to "Delano ," "we," "our" and "us" refer to Delano Technology
  Corporation.
  
                                  TABLE OF CONTENTS
  
  
  <TABLE>
  <CAPTION>
                                                                               Page
                                                                               ----
  
  <S>                                                                          <C>
  Incorporation by Reference ..............................................      2
  Forward Looking Information .............................................      3
  Where You Can Find
    More Information ......................................................      3
  Summary .................................................................      4
  Risk Factors ............................................................      5
  Capitalization and Indebtedness .........................................     18
  Use of Proceeds .........................................................     18
  Price History ...........................................................     18
  Dilution ................................................................     19
  Selling Security Holder .................................................     20
  Plan of Distribution ....................................................     21
  Expenses of the Issuance ................................................     20
  Legal Matters ...........................................................     22
  Experts .................................................................     22
  </TABLE>
  
  
                                  4,230,000 SHARES
  
  
  
                            DELANO TECHNOLOGY CORPORATION
  
  
  
                                    COMMON SHARES
  
  
  
                                       REOFFER
                                     PROSPECTUS
  
  
  
                                 December 10, 2001
  <PAGE>
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The following documents filed by the Registrant with the Securities and
  Exchange Commission (the "Commission") are incorporated by reference in this
  Registration Statement:
  
           (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                    year ended March 31, 2001 and related exhibits (File No.
                    333-94505);
  
           (b)      The Registrant's Quarterly Reports on Form 10-Q for the
                    quarters ended June 30, 2001 and September 30, 2001 (File No.
                    333-94505);
  
           (c)      The Registrant's Current Report on Form 8-K filed on October
                    31, 2001 (File No. 333-94505); and
  
           (d)      The description of our capital stock contained in the
                    Registration Statement on Form 8-A which was filed with the
                    Commission on January 27, 2000 (File No. 000-29203), including
                    any amendment or report filed for the purposes of updating
                    such description.
  
  All documents subsequently filed with the Commission by the Registrant pursuant
  to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
  of a post-effective amendment which indicates that all securities offered hereby
  have been sold or which deregisters all securities then remaining unsold, shall
  be deemed to be incorporated by reference in this Registration Statement and to
  be a part hereof from the date of filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  in this Registration Statement shall be deemed to be modified or superseded for
  purposes of this Registration Statement to the extent that a statement contained
  herein or in any other subsequently filed document which also is or is deemed to
  be incorporated by reference herein modifies or supersedes such statement. Any
  such statement so modified or superseded shall not be deemed, except as so
  modified or superseded, to constitute a part of this Registration Statement.
  
  Item 4.  Description of Securities.
           Not applicable.
  Item 5.  Interests of Named Experts and Counsel.
           Not applicable.
  
  Item 6.  Indemnification of Directors and Officers.
  
           The By-laws of the Company provide that, subject to Section 136 of the
  Business Corporations Act (Ontario) (the "OBCA"), the Company shall indemnify a
  director or officer of the Company, a former director or officer of the Company
  or a person who acts or acted at the Company's request as a director or officer
  of a body corporate of which the Company is or was a shareholder or creditor,
  and his or her heirs and legal representatives, against all costs, charges and
  expenses reasonably incurred by him or her in respect of certain actions or
  proceedings to which he or she is made a party by reason of his or
  
  
                                        II-1
  <PAGE>
  her office, if he or she meets certain specified standards of conduct, and the
  Company shall also indemnify any such person in such other circumstances as the
  OBCA or the law permits or requires. The Company maintains directors' and
  officers' liability insurance for its directors and officers. With respect to
  directors and officers as a group, the Company paid a premium of approximate
  $420,000 initially for directors' and officers' liability insurance, which
  included coverage required in connection with the Company's initial public
  offering. The total amount of insurance purchased for directors and officers as
  a group was $15,000,000. All matters insured are subject to a $500,000
  securities-related retainer, which applies to costs of defense and which is
  waived where claims against all insureds are dismissed or the insureds are found
  not liable. We do not otherwise compensate our directors, but they are
  reimbursed for out-of-pocket expenses incurred in connection with meetings of
  the Board of Directors or its committees. Reference is made to the Registrant's
  Articles of Incorporation, filed as an exhibit to the Company's Registration
  Statement on Form F-1 (File No. 333-94505).
  
  Item 7. Exemption From Registration Claimed.
  
           Delano issued an aggregate of 4,230,000 common shares to Mr. Kapoor
  pursuant to the Employment Agreement between Mr. Kapoor and Delano and
  Restricted Share Agreement between Mr. Kapoor and Delano, each dated October 5,
  2001. This issuance was exempt from registration under Section 4(2) of the
  Securities Act.
  
  Item 8.  Exhibits.
  
  
  <TABLE>
  <CAPTION>
    Exhibit No.                    Description of Exhibit
    -----------                    ----------------------
  
  <S>                     <C>
        4.1*              Articles of Incorporation of the Registrant, as amended
                          (filed as an exhibit to the Registrant's Registration
                          Statement on Form F-1 dated January 12, 2000, File No.
                          333-94505)
  
        4.2*              Bylaws of the Registrant (filed as an exhibit to the
                          Registrant's Registration Statement on Form F-1 dated
                          January 12, 2000, File No. 333-94505)
  
        4.3*              Specimen stock certificate representing the Common
                          Shares of the Registrant (filed as an exhibit to the
                          Registrant's Registration Statement on Form 8-A dated
                          January 27, 2000, File No. 000-29203)
  
        4.4*              Employment Agreement, dated as of October 5, 2001, by
                          and between Vikas Kapoor and the Registrant (filed as an
                          exhibit to the Registrant's Interim Report on Form 8-K
                          dated October 31, 2001, File No. 333-94505)
  
        4.5*              Restricted Share Agreement by and between Vikas Kapoor
                          and the Registrant, dated as of October 5, 2001 (filed
                          as an exhibit to the Registrant's Interim Report on Form
                          8-K dated on October 31, 2001, File No. 333-94505)
  
       5.1**              Opinion of Goodmans LLP
  </TABLE>
  
  
                                        II-2
  <PAGE>
  <TABLE>
  <S>                     <C>
       23.1**             Consent of Goodmans LLP (included in Exhibit 5.1)
  
       23.2**             Consent of KPMG LLP
  
        24**              Power of Attorney (included on signature page hereto)
  </TABLE>
  
  
  -------------------
  *    Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
       Securities Act of 1933, as amended, reference is made to the documents
       previously filed with the Commission, which are incorporated by reference
       herein.
  
  **   Filed herewith.
  
  Item 9.  Undertakings.
  
           The undersigned registrant hereby undertakes:
  
           (1)      To file, during any period in which offers or sales are being
                    made, a post-effective amendment to this registration
                    statement:
  
                    (i)      To include any prospectus required by Section
                             10(a)(3) of the Securities Act of 1933;
  
                    (ii)     To reflect in the prospectus any facts or events
                             arising after the effective date of the registration
                             statement (or the most recent post-effective
                             amendment thereof) which, individually or in the
                             aggregate, represent a fundamental change in the
                             information set forth in the registration statement.
                             Notwithstanding the foregoing, any increase or
                             decrease in volume of securities offered (if the
                             total dollar value of securities offered would not
                             exceed that which was registered) and any deviation
                             from the low or high end of the estimated maximum
                             offering range may be reflected in the form of
                             prospectus filed with the Commission pursuant to Rule
                             424(b) if, in the aggregate, the changes in volume
                             and price represent no more than 20 percent change in
                             the maximum aggregate offering price set forth in the
                             "Calculation of Registration Fee" table in the
                             effective registration statement.
  
                    (iii)    To include any material information with respect to
                             the plan of distribution not previously disclosed in
                             the registration statement or any material change to
                             such information in the registration statement.
  
           provided, however, that paragraphs (a)(1)(ii) and (a)(1)(ii) do not
           apply if the information required to be included in a post-effective
           amendment by those paragraphs is contained in periodic reports filed
           with or furnished to the Commission by the registrant pursuant to
           Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
           incorporated by reference in the registration statement.
  
           (2)      That, for the purpose of determining liability under the
                    Securities Act of 1933, each such post-effective amendment
                    shall be deemed to be a new registration statement relating to
                    the securities offered therein, and the offering of such
                    securities at that time shall be deemed to the initial bona
                    fide offering thereof.
  
  
                                        II-3
  <PAGE>
           (3)      To remove from registration by means of a post-effective
                    amendment any of the securities being registered which remain
                    unsold at the termination of the offering.
  
           (4)      To file a post-effective amendment to the registration
                    statement to include any financial statements required by Item
                    8.A. of Form 20-F at the start of any delayed offering or
                    throughout a continuous offering. Financial statements and
                    information otherwise required by Section 10(a)(3) of the Act
                    need not be furnished, provided, that the registrant includes
                    in the prospectus, by means of a post-effective amendment,
                    financial statements required pursuant to this paragraph and
                    other information necessary to ensure that all other
                    information in the prospectus is at least as current as the
                    date of those financial statements. Notwithstanding the
                    foregoing, with respect to registration statements on Form
                    F-3, a post-effective amendment need not be filed to include
                    financial statements and information required by Section
                    10(a)(3) of the Act or Rule 3-19 if such financial statements
                    and information are contained in periodic reports filed with
                    or furnished to the Commission by the registrant pursuant to
                    Section 13 or Section 15(d) of the Securities Exchange Act of
                    1934 that are incorporated by reference herein.
  
           (5)      That, for purposes of determining any liability under the
                    Securities Act, each filing of our annual report pursuant to
                    Section 13(a) or 15(d) of the Securities Exchange Act of 1934
                    (and, where applicable, each filing of an employee benefit
                    plan's annual report pursuant to Section 15(d) of the
                    Securities Exchange Act of 1934) that is incorporated by
                    reference in the registration statement shall be deemed to be
                    a new registration statement relating to the securities
                    offered therein, and the offering of such securities at that
                    time shall be deemed to be the initial bona fide offering
                    thereof.
  
           Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  Delano pursuant to the foregoing provisions, or otherwise, Delano has been
  advised that in the opinion of the Commission such indemnification is against
  public policy as expressed in the Securities Act and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the registrant of expenses incurred or
  paid by a director, officer or controlling person of the registrant in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, Delano will, unless in the opinion of its counsel the matter has
  been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act of 1933 and will be governed by the
  final adjudication of such issue.
  
  
                                        II-4
  <PAGE>
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Markham and the Province of Ontario in Canada, on
  this 10th day of December, 2001.
  
                                          Delano Technology Corporation
  
  
                                          By:    /s/ Vikas Kapoor
                                                 ---------------------------------
                                          Name:  Vikas Kapoor
                                          Title: Chief Executive Officer
  
  
                                        II-5
  <PAGE>
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of Delano Technology
  Corporation, hereby severally constitute and appoint Vikas Kapoor and David
  Garland, and each of them singly, our true and lawful attorneys, with full power
  to them and each of them singly, to sign for us in our names in the capacities
  indicated below, any amendments to this registration statement on Form S-8
  (including post-effective amendments) and any amendments thereto, and to file
  the same, with all exhibits thereto and other documents in connection therewith,
  with the Securities and Exchange Commission, and generally to do all things in
  our names and on our behalf in our capacities as officers and directors to
  enable Delano Technology Corporation, to comply with the provisions of the
  Securities Act of 1933, as amended, hereby ratifying and confirming our
  signatures as they may be signed by our said attorneys, or any of them, to said
  registration statement and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  
  <TABLE>
  <CAPTION>
  SIGNATURE                               TITLE                                       DATE
  ---------                               -----                                       ----
  
  <S>                                     <C>                                         <C>
  /s/ VIKAS KAPOOR                        Chief Executive Officer, Director           December 10, 2001
  -------------------------
  Vikas Kapoor                            (Principal Executive Officer)
  
  
  /s/ DAVID GARLAND                       Vice President of Finance                   December 10, 2001
  -------------------------
  David Garland                           (Principal Financial Officer
                                          and Principal Accounting Officer)
  
  /s/DENNIS BENNIE                        Chairman of the Board of Directors          December 10, 2001
  -------------------------
  Dennis Bennie
  
  /s/ ALBERT AMATO                        Director                                    December 10, 2001
  -------------------------
  Albert Amato
  
  /s/ J. IAN GIFFEN                       Director                                    December 10, 2001
  -------------------------
  J. Ian Giffen
  
  /s/ BAHMAN KOOHESTANI                   Director                                    December 10, 2001
  -------------------------
  Bahman Koohestani
  
  /s/ DONALD WOODLEY                      Director                                    December 10, 2001
  -------------------------
  Donald Woodley
  
  /s/ ALBERT DELORENZI                    Director                                    December 10, 2001
  -------------------------
  Albert DeLorenzi
  </TABLE>
  
  
                                        II-6
  <PAGE>
                                  INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
       Exhibit No.                Description of Exhibit
       -----------                ----------------------
  
  <S>                     <C>
           4.1*           Articles of Incorporation of the Registrant, as amended
                          (filed as an exhibit to the Registrant's Registration
                          Statement on Form F-1 dated January 12, 2000, File No.
                          333-94505)
  
           4.2*           Bylaws of the Registrant (filed as an exhibit to the
                          Registrant's Registration Statement on Form F-1 dated
                          January 12, 2000, File No. 333-94505)
  
           4.3*           Specimen Stock certificate representing the Common
                          Shares of the Registrant (filed as an exhibit to the
                          Registrant's Registration Statement on Form 8-A dated
                          January 27, 2000, File No. 00-29203)
  
           4.4*           Employment Agreement, dated as of October 5, 2001, by
                          and between Vikas Kapoor and the Registrant (filed as an
                          exhibit to the Registrant's Interim Report on Form 8-K
                          dated October 31, 2001, File No. 333-94505)
  
           4.5*           Restricted Share Agreement by and between Vikas Kapoor
                          and the Registrant, dated as of October 5, 2001 (filed
                          as an exhibit to the Registrant's Interim Report on Form
                          8-K dated on October 31, 2001, File No. 333-94505)
  
           5.1**          Opinion of Goodmans LLP
  
           23.1**         Consent of Goodmans LLP (included in Exhibit 5.1)
  
           23.2**         Consent of KPMG LLP
  
           24**           Power of Attorney (included on signature page hereto)
  </TABLE>
  
  
  -------------------
  *    Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
       Securities Act of 1933, as amended, reference is made to the documents
       previously filed with the Commission, which are incorporated by reference
       herein.
  
  **   Filed herewith.
  
  
                                        II-7
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b41288dts-8.txt", "description": "DELANO TECHNOLOGY CORP", "secsgml_size_bytes": 97678}]
metadata_filer: {"company-data": {"conformed-name": "DELANO TECHNOLOGY CORP", "cik": "0001100043", "assigned-sic": "7389", "irs-number": "980206122", "state-of-incorporation": "A6", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74830", "film-number": "1809976"}, "business-address": {"street1": "302 TOWN CENTRE BLVD.", "street2": "MARKHAM, ONTARIO, L3R OE8", "city": "ONTARIO CANADA", "state": "A6", "zip": "00000", "phone": "905-947-2222"}, "mail-address": {"street1": "302 TOWN CENTRE BLVD", "street2": "MARKHAM", "city": "ONTARIO", "state": "A6", "zip": "00000"}}
text: AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 2001
  
                                                      REGISTRATION NO. 333-_______
  
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                            DELANO TECHNOLOGY CORPORATION
               (Exact Name of Registrant as Specified in Its Charter)
  ONTARIO, CANADA                            98-0206122
      (State or Other Jurisdiction of                 (I.R.S. Employer
       Incorporation or Organization)                Identification No.)
  302 TOWN CENTRE BOULEVARD
                          MARKHAM, ONTARIO, CANADA, L3R 0E8
                                   (905) 947-2222
                 (Address of Principal Executive Offices) (Zip Code)
  
                              EMPLOYMENT AGREEMENT AND
                             RESTRICTED SHARE AGREEMENT
                              BETWEEN VIKAS KAPOOR AND
                            DELANO TECHNOLOGY CORPORATION
                          EACH, DATED AS OF OCTOBER 5, 2001
                              (Full Title of the Plan)
  
                                    DAVID GARLAND
                               VICE PRESIDENT, FINANCE
                              302 TOWN CENTRE BOULEVARD
                          MARKHAM, ONTARIO, CANADA, L3R 0E8
                       (Name and Address of Agent For Service)
  
                                   (905) 947-2222
            (Telephone Number, Including Area Code, of Agent For Service)
  
                                      COPY TO:
  
                               F. GEORGE DAVITT, ESQ.
                           TESTA, HURWITZ & THIBEAULT, LLP
                         HIGH STREET TOWER, 125 HIGH STREET
                             BOSTON, MASSACHUSETTS 02110
                                   (617) 248-7000
  CALCULATION OF REGISTRATION FEE
  Proposed
                                              Maximum       Proposed
                                              Offering      Maximum
                                               Price        Aggregate       Amount of
  Title of Securities         Amount to be      Per          Offering      Registration
  to be Registered            Registered(1)    Share          Price          Fee(2)
  ----------------            -------------    -----          -----          ------
  Common Shares                4,230,000      $0.515        $2,178,450       $520.65
  (1)  All of these shares are issued and outstanding and available for resale
       hereunder. The price of $0.515 per share, which is the average of the high
       and low prices reported on the NASDAQ National Market on December 3, 2001
       is solely for purposes of calculating the filing fee pursuant to Rule
       457(c) and (h).
  
  (2)  Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
       amended.
  PART I
  
                            REOFFER PROSPECTUS STATEMENT
  
        The materials that follow, up to but not including the page beginning Part
  II of this Registration Statement, constitute a Reoffer Prospectus prepared in
  accordance with the requirements of Part I of Form F-3 pursuant to General
  Instruction C to Form S-8. The Reoffer Prospectus may be utilized for
  reofferings and resales of up to 4,230,000 common shares, no par value, of
  Delano Technology Corporation acquired by Vikas Kapoor pursuant to the
  Employment Agreement between Mr. Kapoor and Delano Technology Corporation and
  the Restricted Share Agreement between Mr. Kapoor and Delano Technology
  Corporation, each dated as of October 5, 2001.
  REOFFER PROSPECTUS
  
                                  4,230,000 SHARES
  
                            DELANO TECHNOLOGY CORPORATION
  
                                    COMMON SHARES
  
        This reoffer prospectus relates to 4,230,000 common shares, no par value,
  of Delano Technology Corporation, an Ontario corporation ("Delano"), which may
  be sold from time to time by Vikas Kapoor, Chief Executive Officer and member of
  the Board of Directors of Delano. These common shares were issued to Mr. Kapoor
  pursuant to the Employment Agreement between Mr. Kapoor and Delano and the
  Restricted Share Agreement between Mr. Kapoor and Delano, each dated as of
  October 5, 2001. Mr. Kapoor may sell the common shares from time to time,
  subject to certain restrictions, at fixed prices that may be changed, at market
  prices prevailing at the time of sale, at prices related to prevailing market
  prices or at negotiated prices. Delano will receive no proceeds from the sale of
  the common shares.
  
        Our common shares are listed on the NASDAQ National Market under the
  symbol "DTEC" and listed on the Toronto Stock Exchange under the symbol "DLN."
  On December 7, 2001, the last reported sale price of our common shares on the
  NASDAQ National Market was $0.71 per share.
  
        INVESTING IN OUR COMMON SHARES INVOLVES RISKS. SEE "RISK FACTORS"
  BEGINNING ON PAGE 5.
  
        NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
  COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
  PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
  CRIMINAL OFFENSE.
  
             The date of this Reoffer Prospectus is December 10, 2001.
  INCORPORATION BY REFERENCE
  
        The Securities and Exchange Commission (the "SEC") allows us to
  "incorporate by reference" into this prospectus the information we file with the
  SEC. This means that we can disclose important information to you by referring
  you to those documents. The information we incorporate by reference is
  considered a part of this prospectus, and later information we file with the SEC
  will automatically update and supersede this information. We incorporate by
  reference our documents listed below and any future filings we make with the SEC
  under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
  1934, as amended, until this offering is completed:
  
        -     The Company's Annual Report on Form 10-K for the year ended March
              31, 2001 and related exhibits (File No. 333-94505);
  
        -     The Company's Current Report on Form 8-K filed on October 31, 2001
              and related exhibits (File No. 333-94505);
  
        -     The Company's Quarterly Reports on Form 10-Q for the quarters ended
              June 30, 2001 and September 30, 2001 (File No. 333-94505); and
  
        -     The description of our capital stock contained in the Registration
              Statement on Form 8-A which was filed with the SEC on January 27,
              2000 (File No. 000-29203), including any amendment or report filed
              for the purposes of updating such description.
  
        You may request these documents in writing or by telephone. We will
  provide to you, at no cost, a copy of any or all information incorporated by
  reference in the registration statement, of which this prospectus is a part.
  Requests should be directed to our Investor Relations Department at our
  principal offices which are located at 302 Town Centre Boulevard, Markham,
  Ontario, Canada, L3R 0E8. You may contact our Investor Relations Department by
  calling us at (905) 947-2222.
  
        You should rely only on the information incorporated by reference or
  provided in this prospectus or any prospectus supplement. We have not authorized
  anyone else to provide you with different information. The selling stockholder
  is not making an offer of these securities in any state where the offer is not
  permitted. You should not assume that the information in this prospectus or any
  prospectus supplement is accurate as of any date other than the date on the
  front of the document.
  
                                         2
  FORWARD LOOKING INFORMATION
  
        This prospectus includes "forward-looking statements" within the meaning
  of Section 27A of the Securities Act of 1933, as amended (the "Securities Act").
  This section provides a "safe harbor" for forward-looking statements to
  encourage companies to provide prospective information about themselves so long
  as they identify these statements as forward-looking and provide meaningful
  cautionary statements identifying important factors that could cause actual
  results to differ from the projected results. All statements other than
  statements of historical fact we make in this prospectus or in any document
  incorporated by reference are forward-looking statements. In particular, the
  statements regarding industry prospects and our future results of operations or
  financial position, expected financial performance, expected future customer
  demand, our ability to adapt to changing market conditions and compete and our
  future cash requirements are forward-looking statements. Forward-looking
  statements reflect our current expectations and are inherently uncertain. Our
  actual results may differ significantly from our expectations contained in the
  forward-looking statements, including our expected financial performance for any
  future fiscal quarter. The section entitled "Risk Factors" describes some, but
  not all, of the factors that could cause these differences including risks
  relating to our limited operating history and its history of losses, our
  relatively fixed operating expenses, rapid technological change in our
  marketplace, our dependence on sales of our e-Business Interaction Suite and
  product enhancements, integration of our recent acquisitions, increased levels
  of competition within our industry and the level of demand for our products and
  services.
  
        Delano, Delano Campaign Server, Delano Component Development Kit, Delano
  Component Pack for Back Office, Delano e-Business Interaction Application
  Builder, Delano e-Business Interaction Server, Delano e-Business Interaction
  Server Administrator, Delano e-Business Interaction Suite and the Delano logo
  are trademarks of Delano. This prospectus also makes reference to trademarks of
  other companies.
  
                         WHERE YOU CAN FIND MORE INFORMATION
  
        We file annual, quarterly and special reports, proxy statements and other
  information with the SEC. You can inspect and copy the registration statement on
  Form S-8 of which this prospectus is a part, as well as reports, proxy
  statements and other information filed by us, at the SEC's Public Reference Room
  at 450 Fifth Street, N.W., Washington, D.C. 20549. You can obtain copies of such
  material from the Public Reference Room of the SEC at 450 Fifth Street, N.W.,
  Washington, D.C. 20549, at prescribed rates. You can call the SEC at
  1-800-SEC-0330 for information regarding the operation of its Public Reference
  Room. The SEC also maintains an Internet site at http://www.sec.gov that
  contains reports, proxy and information statements, and other information
  regarding registrants, like us, that file electronically.
  
        This prospectus provides you with a general description of the common
  shares being registered. This prospectus is part of a registration statement
  that we have filed with the SEC. To see more detail, you should read the
  exhibits and schedules filed with, or incorporated by reference into, our
  registration statement.
  
                                         3
  SUMMARY
  
        The selling stockholder, Vikas Kapoor, is the Chief Executive Officer
  and a member of the Board of Directors of Delano.  Mr. Kapoor acquired the
  shares being offered in this prospectus pursuant to the Employment Agreement
  between Mr. Kapoor and Delano and the Restricted Share Agreement between Mr.
  Kapoor and Delano, each dated as of October 5, 2001.  Mr. Kapoor must deliver
  a prospectus to purchasers at or prior to the time of any sale of the common
  shares offered in this prospectus.
  
        Delano was incorporated under the laws of the Province of Ontario on May
  7, 1998. Our principal executive offices are located at 302 Town Centre
  Boulevard, Markham, Ontario, Canada L3R 0E8. Our telephone number at that
  location is (905) 947-2222. Our web site address is www.delanotech.com. The
  information contained on our web site is not part of this prospectus.
  
        We develop and market Customer Relationship Management (CRM) software that
  incorporates advanced analytics with interaction capabilities on a flexible and
  scalable technology platform. This technology enables companies to understand,
  personalize and manage interactions with customers across multiple communication
  channels. These interactions consist of both inbound and outbound communications
  through e-mail, company websites, and wireless devices. Companies can use Delano
  software applications to gain in-depth customer knowledge by creating a unified
  view of the customer across disparate data, and use the customer insight to
  initiate marketing campaigns, and route, track, and respond to customer service
  inquiries. We focus our sales efforts on businesses in the following industries:
  financial services, retail, technology, telecommunications, and transportation
  and logistics, as well as other organizations engaged in, or focused on,
  business-to-business or business-to-customer commercial opportunities using the
  Internet. We are also increasing our activity with channel partners to further
  our penetration of target industries. Our professional services group can assist
  our client's internal IT personnel to implement our products.
  
                                         4
  RISK FACTORS
  
      Our future operating results may vary substantially from period to period.
  The price of our common shares will fluctuate in the future, and an investment
  in our common shares is subject to a variety of risks, including but not limited
  to the specific risks identified below. Inevitably, some investors in our
  securities will experience gains while others will experience losses depending
  on the prices at which they purchase and sell securities. Prospective and
  existing investors are strongly urged to carefully consider the various
  cautionary statements and risks set forth herein. This prospectus contains
  forward-looking statements that are not historical facts but rather are based on
  current expectations, estimates and projections about our business and industry,
  our beliefs and assumptions. Words such as "anticipates", "expects", "intends",
  "plans", "believes", "seeks", "estimates" and variations of these words and
  similar expressions are intended to identify forward-looking statements. These
  statements are not guarantees of future performance and are subject to risks,
  uncertainties and other factors, some of which are beyond our control, are
  difficult to predict and could cause actual results to differ materially from
  those expressed or forecasted in the forward-looking statements. These risks and
  uncertainties include those described in this section and elsewhere in this
  prospectus. Forward-looking statements that were true at the time made may
  ultimately prove to be incorrect or false. Readers are cautioned not to place
  undue reliance on forward-looking statement, which reflect our management's view
  only as of the date of this prospectus.
  
  RISKS RELATED TO OUR BUSINESS
  
  OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO EVALUATE OUR BUSINESS AND
  FORECAST OUR FUTURE OPERATING RESULTS.
  
      We were incorporated on May 7, 1998, and we first recorded revenues in the
  quarter ended June 30, 1999. We are still in the early stages of our development
  and have a limited operating history, making it difficult to evaluate our
  business and prospects. As a result of our limited operating history, it is
  difficult or impossible for us to predict future operating results. For example,
  we cannot forecast operating expenses based on our historical results because
  our historical results are limited and we, to some extent, forecast expenses
  based on future revenue projections. Moreover, due to our limited operating
  history, any evaluation of our business and prospects must be made in light of
  the risks and uncertainties often encountered by early-stage companies in
  Internet-related markets. Many of these risks are discussed in the sub-headings
  below, and include our ability to execute our product development activities,
  implement our sales and marketing initiatives, both domestically and
  internationally, and attract more clients. We may not successfully address any
  of these risks.
  
  FACTORS RELATING TO OUR BUSINESS MAKE OUR FUTURE OPERATING RESULTS UNCERTAIN,
  AND MAY CAUSE THEM TO FLUCTUATE FROM PERIOD TO PERIOD.
  
      Our quarterly revenues and operating results are difficult to predict and
  may fluctuate significantly from quarter to quarter, particularly because our
  products and services are relatively new and our prospects are uncertain. If our
  quarterly revenues or operating results fall below the expectations of
  investors, the price of our common shares could decline substantially. Factors
  that might cause quarterly fluctuations in our operating results include the
  risk factors described in the sub-headings below as well as the following:
  
        -     the timing of new releases of our products;
  
        -     changes in our pricing policies or those of our competitors,
              including the extent to which we may need to offer discounts to
              match competitors' pricing;
  
                                         5
  -     the mix of sales channels through which our products and services
              are sold;
  
        -     the mix of our domestic and international sales;
  
        -     costs related to the customization of our products;
  
        -     our ability to expand our operations, and the amount and timing of
              expenditures related to this expansion;
  
        -     any costs or expenses related to our move to new corporate offices;
              and
  
        -     our operating results may also be affected by the following factors
              over which we have little or no control:
  
              >>    the evolving and varying demand for interaction-based software
                    products and services for e-businesses, particularly our
                    products and services;
  
              >>    the discretionary nature of our client's purchasing and
                    budgetary cycles;
  
              >>    the timing of execution of large contracts that materially
                    affect our operating results; and
  
              >>    global economic conditions, as well as those specific to large
                    enterprises with high e-mail volume.
  
  OUR OPERATING EXPENSES ARE RELATIVELY FIXED, WHICH WOULD CAUSE OUR OPERATING
  RESULTS TO VARY FROM PERIOD TO PERIOD.
  
      Most of our expenses, such as employee compensation and rent, are relatively
  fixed in the short term. Moreover, our expense levels are based, in part, on our
  expectations regarding future revenue levels. As a result, if total revenues for
  a particular quarter are below our expectations, we cannot proportionately
  reduce operating expenses for that quarter. Therefore, this revenue shortfall
  would have a disproportionate effect on our operating results for that quarter.
  
  WE HAVE A HISTORY OF LOSSES, WE MAY INCUR LOSSES IN THE FUTURE.
  
      Since we began operations in May 1998, we have incurred substantial
  operating losses in every quarter. As a result of accumulated operating losses,
  as of September 30, 2001, we had an accumulated deficit of $206.9 million. For
  the six months ended September 30, 2001, we had a net loss of $34.5 million, or
  493.6% of total revenues for that period. Our revenue in recent periods has been
  from a limited base of clients, and we may not be able to sustain our revenue.
  We expect to decrease our operating expenses as part of our restructuring
  efforts. We may experience losses and negative cash flow, even if sale of our
  products and services continues to grow, and we may not generate sufficient
  revenues to achieve profitability in the future.
  
  WE ARE DEPENDENT UPON A LIMITED NUMBER OF CLIENTS, AND A LOSS OF ANY OF THESE
  CLIENTS OR A REDUCTION, DELAY OR CANCELLATION IN ORDERS FROM THESE CLIENTS COULD
  HARM OUR BUSINESS.
  
                                         6
  To date, a significant portion of the total revenues has been derived from
  sales to a small number of clients. In the six months ended September 30, 2001,
  three customers accounted for 26%, 12% and 11% of our total revenues,
  respectively. We expect that we will continue to be dependent upon a limited
  number of clients for a significant portion of our revenue in future periods.
  There can be no assurance that our existing clients or any future clients will
  continue to use our products. A reduction, delay or cancellation in orders from
  our clients, including reductions or delays due to market, economic or
  competitive conditions, could have a materially adverse effect on our business,
  operating results and financial condition.
  
  DIFFICULTIES IN IMPLEMENTING OUR PRODUCTS COULD HARM OUR BUSINESS.
  
      Our success depends upon the ability of our staff and our clients to
  implement our products. This implementation typically involves working with
  sophisticated software, computing and communications systems. If we experience
  implementation difficulties or do not meet project milestones in a timely
  manner, we could be obligated to devote more customer support, engineering and
  other resources to a particular project than anticipated. Some clients may also
  require us to develop customized features or capabilities. If new or existing
  clients require more time to deploy our products than is originally anticipated,
  or require significant amounts of our professional services support or
  customized features, our revenue recognition could be further delayed and our
  costs could increase, causing increased variability in our operating results.
  
  OUR PRODUCTS AND SERVICES MAY NOT BE ACCEPTED BY THE MARKETPLACE.
  
      Of our total revenues of $7.0 million for the six months ended September 30,
  2001, $3.3 million were derived from licenses of our products and $3.7 million
  was from related services. We are not certain that our target clients will
  widely adopt and deploy our products and services. Our future financial
  performance will depend on the successful development, introduction and client
  acceptance of new and enhanced versions of our products. In the future, we may
  not be successful in marketing our products and services or any new or enhanced
  products.
  
  WE EXPECT TO DEPEND ON SALES OF OUR DELANO INTERACTION SERVER AND APPLICATIONS
  FOR A SUBSTANTIAL MAJORITY OF OUR REVENUES FOR THE FORESEEABLE FUTURE.
  
      In the six months ended September 30, 2001, we derived most of our revenues
  from licenses of our Delano Interaction Server and applications. Although we
  have added a new product offering, we expect to continue to derive a substantial
  majority of our revenues from sales of the Delano Interaction Server and
  applications for the foreseeable future. Implementation of our strategy depends
  on our products being able to solve the communication needs of businesses
  engaging in commercial transactions over the Internet or having an Internet
  presence. If current or future clients are not satisfied with our products, our
  business and operating results could be seriously harmed.
  
  WE MUST CONTINUE TO DEVELOP ENHANCEMENTS TO OUR PRODUCTS AND NEW APPLICATIONS
  AND FEATURES THAT RESPOND TO THE EVOLVING NEEDS OF OUR CLIENTS, RAPID
  TECHNOLOGICAL CHANGE AND ADVANCES INTRODUCED BY OUR COMPETITORS.
  
      Future versions of hardware and software platforms embodying new
  technologies and the emergence of new industry standards could render our
  products obsolete. The market for e-business communications software is
  characterized by:
  
        -     rapid technological change;
  
                                         7
  -     frequent new product introductions;
  
        -     changes in customer requirements; and
  
        -     evolving industry standards.
  
      Our products are designed to work on, or interoperate with, a variety of
  operating systems used by our clients. However, our software may not operate
  correctly on evolving versions of operating systems, or the hardware upon which,
  or with which, they are intended to run or interoperate, programming languages,
  databases and other systems that our clients use. If we cannot successfully
  develop these products in response to client demands or improve our existing
  products to keep pace with technological changes, our business could suffer.
  
      We must continually improve the performance, features and reliability of our
  products, particularly in response to competitive offerings. Our success
  depends, in part, on our ability to enhance our existing software and to develop
  new services, functionality and technologies that address the increasingly
  sophisticated and varied needs of our prospective clients. If we do not properly
  identify the feature preferences of prospective clients, or if we fail to
  deliver features that meet the requirements of these clients on a timely basis,
  our ability to market our products successfully and to increase our revenues
  will be impaired.
  
  DELAYS IN INTRODUCING NEW AND ENHANCED PRODUCTS COULD HARM OUR BUSINESS.
  
      The development of proprietary technologies and necessary service
  enhancements entail significant technical and business risks and requires
  substantial expenditures and lead time. If we experience product delays in the
  future we may face:
  
        -     customer dissatisfaction;
  
        -     cancellation of orders and license agreements;
  
        -     negative publicity;
  
        -     loss of revenues;
  
        -     slower market acceptance; and
  
        -     legal action by clients against us.
  
      In the future, our efforts to remedy product delays may not be successful
  and we may lose clients as a result. Delays in bringing to market new products
  or product enhancements could be exploited by our competitors. If we were to
  lose market share as a result of lapses in our product development, our business
  would suffer.
  
  INTENSE COMPETITION COULD REDUCE OUR MARKET SHARE AND HARM OUR FINANCIAL
  PERFORMANCE.
  
      The market for our products and services is intensely competitive, evolving
  and subject to rapid technological change. We expect the intensity of
  competition to increase in the future. Increased competition may result in price
  reductions, reduced gross margins and loss of market share. The market for
  e-business communications software is new and intensely competitive. There are
  no substantial
  
                                         8
  barriers to entry in this emerging market segment, and we expect established or
  new entities to enter this market segment in the near future.
  
      We currently face competition for our products principally from systems
  designed by in-house and third-party development efforts. In addition, some of
  our competitors who currently offer licensed software products are now beginning
  to offer online offerings, which involve providing software on a rental basis
  hosted on the hardware of an application service provider, or ASP. We currently
  do not offer online offerings in any material way.
  
      Our competitors include companies providing software that is focused on
  operational and analytical CRM, such as Kana/Broadbase, e.Piphany, and Xchange
  Applications. We believe competition will increase as our current competitors
  increase the sophistication of their offerings and as new participants enter the
  market.
  
      Many of our competitors have longer operating histories, significantly
  greater financial, technical, marketing and other resources, significantly
  greater name recognition and a larger installed base of customers than we do. In
  addition, many of our competitors have well-established relationships with our
  current and potential clients and have extensive knowledge of our industry. We
  may lose potential clients to competitors for various reasons, including the
  ability or willingness of our competitors to offer lower prices and other
  incentives that we cannot match. Accordingly, it is possible that new
  competitors or alliances among competitors may emerge and rapidly acquire
  significant market share. We also expect that competition may increase as a
  result of industry consolidations. We may not be able to compete successfully
  against current and future competitors, and competitive pressures may seriously
  harm our business.
  
  THE DELANO INTERACTION SERVER ENABLES THIRD PARTIES TO DEVELOP APPLICATIONS THAT
  COMPETE WITH OUR APPLICATIONS.
  
      Third parties have the ability to develop their own applications on top of
  the Delano Interaction Server. The applications of these third parties could
  compete with products developed by us or services which we offer now or will
  offer in the future. If our target clients do not widely adopt and purchase our
  products, or if third parties compete with applications developed by us, our
  business would suffer.
  
  FAILURE TO ATTRACT AND RETAIN ADDITIONAL QUALIFIED PERSONNEL COULD ADVERSELY
  AFFECT OUR BUSINESS.
  
      Competition for these individuals is intense in our industry, particularly
  in the Toronto area where we are headquartered, and there are a limited number
  of experienced people available with the necessary technical skills. Our ability
  to increase revenues in the future depends considerably upon our success in
  retaining and in some cases recruiting additional direct sales personnel and the
  success of the direct sales force. Our business will be harmed if we fail to
  hire or retain qualified sales personnel, or if newly hired salespeople fail to
  develop the necessary sales skills or develop these skills more slowly than we
  anticipate. We also are substantially dependent upon our ability to develop new
  products and enhance existing products, and we may not be able to retain highly
  qualified research and development personnel. Similarly, our failure to attract
  and retain the highly trained personnel that are integral to our professional
  services group, which is responsible for the implementation and customization
  of, and technical support for, our products and services, may limit the rate at
  which we can develop and install new products or product enhancements, which
  would harm our business.
  
                                         9
  FAILURE TO INTEGRATE OUR EXECUTIVE TEAM MAY INTERFERE WITH OPERATIONS.
  
      Our executive team has largely been hired in the past two years. Vikas
  Kapoor, our Chief Executive Officer, was hired as of October 5, 2001. To
  integrate into our company, these individuals must spend a significant amount of
  time developing interpersonal relationships and learning our business model and
  management system, in addition to performing their regular duties. Accordingly,
  the integration of new personnel has resulted, and may continue to result, in
  some disruption of our ongoing operations.
  
  OUR FUTURE REVENUE GROWTH COULD BE IMPAIRED IF WE ARE UNABLE TO DEVELOP
  ADDITIONAL DISTRIBUTION CHANNELS FOR OUR PRODUCTS.
  
      We believe that our success in penetrating our target markets depends in
  part on our ability to enter into agreements with established third-party
  distribution companies, consulting organizations and software vendors relating
  to the distribution of our products. We have entered into non-exclusive
  distribution agreements with various parties, including Nortel Networks,
  Deloitte Consulting and PricewaterhouseCoopers. Since these agreements are
  non-exclusive and normally terminable without penalty on short notice, some
  third parties may choose to discontinue working with us or may decide to work
  with our competitors. We derive revenues from these agreements through the sale
  of licenses. We may not be able to derive significant revenues in the future
  from these agreements.
  
  WE HAVE COMPLETED TWO ACQUISITIONS, AND THOSE ACQUISITIONS MAY RESULT IN
  DISRUPTIONS TO OUR BUSINESS AND MANAGEMENT DUE TO DIFFICULTIES IN ASSIMILATING
  PERSONNEL AND OPERATIONS.
  
       We may not realize the benefits from the acquisitions we have completed. In
  September 2000, we acquired Continuity, and in October 2000, we acquired Digital
  Archaeology. In July we completed a restructuring of our operations that
  resulted in a reduction of many of the employees from the acquired companies. We
  may not be able to successfully assimilate the remaining personnel, operations,
  acquired technology and products into our business. This is particularly
  difficult since Digital Archaeology's operation is located in Kansas while we
  are headquartered in Markham, Ontario, Canada. Key personnel from the acquired
  companies may in the future decide that they do not want to work for us. In
  addition, products of these companies will have to be integrated into our
  products, and it is uncertain whether we may accomplish this easily or at all.
  These difficulties could disrupt our ongoing business, distract management and
  employees or increase expenses. Acquisitions are inherently risky and we may
  also face unexpected costs, which may adversely affect operating results in any
  quarter.
  
  THE ACQUISITIONS OF CONTINUITY AND DIGITAL ARCHAEOLOGY INTO OUR COMPANY COULD
  ADVERSELY AFFECT OUR COMBINED FINANCIAL RESULTS.
  
       If the benefits of the acquisitions of Continuity and Digital Archaeology
  into our company do not exceed the costs associated with these acquisitions,
  including any dilution to our stockholders resulting from the issuance of shares
  in connection with the acquisitions, our financial results, including earnings
  per share, could be adversely affected.
  
  IF WE ACQUIRE ADDITIONAL COMPANIES, PRODUCTS OR TECHNOLOGIES, WE MAY FACE RISKS
  SIMILAR TO THOSE FACED IN OUR OTHER ACQUISITIONS.
  
      If we are presented with appropriate opportunities, we may make other
  investments in complementary companies, products or technologies. We may not
  realize the anticipated benefits of any other acquisition or investment. If we
  acquire another company, we will likely face the same risks, uncertainties and
  disruptions as discussed above with respect to our other acquisitions.
  Furthermore, we may have to incur debt or issue equity securities to pay for any
  additional future acquisitions or
  
                                         10
  investments, the issuance of which could be dilutive to our company or our
  existing stockholders. In addition, our profitability may suffer because of
  acquisition-related costs or amortization costs for acquired goodwill and other
  intangible assets.
  
  WE MAY SEEK TO GROW BY MAKING ACQUISITIONS AND WE MAY NOT BE ABLE TO
  SUCCESSFULLY COMPLETE ANY ACQUISITIONS WE UNDERTAKE OR INTEGRATE ANY ACQUIRED
  BUSINESS WITH OUR OWN.
  
      We may consider other investments in complementary companies, products or
  technologies. If we undertake such an acquisition or investment, we may not
  realize the anticipated benefits. If we buy a company, we may not be able to
  successfully assimilate the acquired personnel, operations, technology and
  products into our business. In particular, we will need to assimilate and retain
  key technical, professional services, sales and marketing personnel. In
  addition, acquired products or technology will have to be integrated into our
  products and technology, and it is uncertain whether we may accomplish this.
  These difficulties could disrupt our ongoing business, distract our management
  and employees or increase our expenses. In connection with a merger, or
  acquisition for shares, the issuance of these securities may be dilutive to our
  existing shareholders or affect profitability. Furthermore, we may have to issue
  equity or incur debt to pay for future acquisitions or investments, the issuance
  of which could be dilutive to us or our existing shareholders or affect our
  profitability. In addition, our profitability may suffer because of
  acquisition-related costs or amortization costs for acquired goodwill and other
  acquired intangible assets.
  
  WE MAY NEED TO RAISE ADDITIONAL CAPITAL TO GROW OUR BUSINESS, WHICH WE MAY NOT
  BE ABLE TO DO.
  
      Our future liquidity and capital requirements are difficult to predict
  because they depend on numerous factors, including the success of our existing
  and new service offerings as well as competing technological and market
  developments. As a result, we may not be able to generate sufficient cash from
  our operations to meet additional working capital requirements, support
  additional capital expenditures or take advantage of acquisition opportunities.
  Accordingly, we may need to raise additional capital in the future. Our ability
  to obtain additional financing will be subject to a number of factors, including
  market conditions and our operating performance. These factors may make the
  timing, amount, terms and conditions of additional financing unattractive for
  us. If we raise additional funds by selling equity securities, the relative
  equity ownership of our existing investors could be diluted or the new investors
  could obtain terms more favorable than previous investors. If we raise
  additional funds through debt financing, we could incur significant borrowing
  costs. If we are unable to raise additional funds when needed, our ability to
  operate and grow our business could be impeded.
  
  TECHNICAL PROBLEMS WITH INTERNAL OR OUTSOURCED COMPUTER AND COMMUNICATIONS
  SYSTEMS COULD RESULT IN REDUCED REVENUES AND HARM TO OUR REPUTATION.
  
      The success of our online support services depends on the efficient and
  uninterrupted operation of our own and outsourced computer and communications
  hardware and software systems. These systems and operations are vulnerable to
  damage or interruption from human error, natural disasters, telecommunications
  failures, break-ins, sabotage, computer viruses and similar adverse events. Our
  operations depend on our ability to protect our systems against damage or
  interruption. We cannot guarantee that our Internet access will be
  uninterrupted, error-free or secure. We have no formal disaster recovery plan in
  the event of damage or interruption, and our insurance policies may not
  adequately compensate us for losses that we may incur. Any system failure that
  causes an interruption in our service or a decrease in responsiveness could harm
  our relationships with our clients and result in reduced revenues.
  
                                         11
  FAILURE TO SELL ONLINE SERVICES MAY IMPAIR OUR FUTURE REVENUE GROWTH.
  
        We currently focus primarily on software sales rather than online
  offerings. Our competitors may move to a heavier emphasis on online offerings,
  and our failure to focus on it at an early stage may make it difficult to
  compete if online offerings become a dominant means of generating revenues
  within the industry. In addition, although our sales force sells both our
  software products and online offerings, the skills necessary to market and sell
  online offerings are different than those relating to our software products. As
  a result, our sales and marketing groups may not be able to maintain or increase
  the level of sales of our online offerings.
  
  A DECLINE IN OUR LICENSE REVENUES COULD CAUSE A DECLINE IN OUR SERVICE REVENUES.
  
      Our products are designed to enable customers to rapidly develop and deploy
  e-business communication applications. Where desirable, our professional
  services group can assist our clients' internal IT personnel to implement our
  products. Because the revenues associated with these services are largely
  correlated with the licensing of our products, a decline in license revenues
  could also cause a decline in our service revenues.
  
  CONFLICTS BETWEEN OUR PRODUCTS AND OTHER VENDORS' PRODUCTS COULD HARM OUR
  BUSINESS AND REPUTATION.
  
      Our clients generally use our products together with products from other
  companies. As a result, when problems occur in the network, it may be difficult
  to identify the source of the problem. Even when these problems are not caused
  by our products, they may cause us to incur significant warranty and repair
  costs, divert the attention of our engineering personnel from our product
  development efforts and cause significant customer relations problems.
  
  OUR SUCCESS DEPENDS ON OUR ABILITY TO PROTECT OUR PROPRIETARY RIGHTS.
  
      We rely on contractual restrictions, such as confidentiality agreements and
  licenses, to establish and protect our proprietary rights. None of our
  trademarks is registered, nor do we have any trademark applications pending. We
  currently have no patent applications pending relating to our software. Despite
  any precautions that we take to protect our intellectual property:
  
        -     laws and contractual restrictions may be insufficient to prevent
              misappropriation of our technology or deter others from developing
              similar technologies;
  
        -     current laws that prohibit software copying provide only limited
              protection from software "pirates", and effective trademark,
              copyright and trade secret protection may be unavailable or limited
              in foreign countries;
  
        -     other companies may claim common law trademark rights based upon
              state, provincial or foreign laws that precede any registrations we
              may receive for our trademarks; and
  
        -     policing unauthorized use of our products and trademarks is
              difficult, expensive and time-consuming, and we may be unable to
              determine the extent of this unauthorized use.
  
                                         12
  It is possible that our intellectual property rights could be successfully
  challenged by one or more third parties, which could result in our inability to
  exploit, or our loss of the right to prevent others from exploiting, certain
  intellectual property. We are aware that certain of our competitors have filed
  patent applications.
  
      Also, the laws of other countries in which we market our products may offer
  little or no effective protection of our technology. Reverse engineering,
  unauthorized copying or other misappropriation of our technology could enable
  third parties to benefit from our technology without paying us for it, which
  would significantly harm our business.
  
  WE RELY ON SOFTWARE LICENSED TO US BY THIRD PARTIES FOR FEATURES WE INCLUDE IN
  OUR PRODUCTS.
  
      We use and in the future will use certain software technologies and other
  information that we license or otherwise acquire from third parties, usually on
  a non-exclusive basis, including software that is integrated with our internally
  developed software and used in our products to perform what may be important
  functions. If we are not able to continue to use the third-party software and
  technologies, or if they fail to adequately update and support their products,
  we could suffer delays or reductions in shipments of our products until
  alternative software and technologies could be identified, which could adversely
  affect our business and financial condition.
  
  CLAIMS BY OTHER COMPANIES THAT OUR PRODUCTS INFRINGE THEIR PROPRIETARY RIGHTS
  COULD ADVERSELY AFFECT OUR ABILITY TO SELL OUR PRODUCTS AND INCREASE OUR COSTS.
  
      Substantial litigation over intellectual property rights exists in our
  industry. We expect that software in our industry may be increasingly subject to
  third-party infringement claims as the numbers of competitors grow and the
  functionality of products in different industry segments overlap. Third parties
  may currently have, or may eventually be issued patents that our products or
  technology infringe.
  
      Any of these third parties might make a claim of infringement against us.
  Many of our software license agreements require us to indemnify our clients and
  suppliers from any claim or finding of intellectual property infringement. Any
  litigation, brought by us or others, could result in the expenditure of
  significant financial resources and the diversion of management's time and
  efforts. In addition, litigation in which we are accused of infringement might
  cause negative publicity, have an impact on prospective clients, cause product
  shipment delays, require us to develop non-infringing technology or require us
  to enter into royalty or license agreements, which might not be available on
  acceptable terms, or at all. If a successful claim of infringement were made
  against us and we could not develop non-infringing technology or license the
  infringed or similar technology on a timely and cost-effective basis, our
  business could be significantly harmed.
  
  OUR INSURANCE MAY NOT BE SUFFICIENT TO COVER ALL POTENTIAL PRODUCT LIABILITY AND
  WARRANTY CLAIMS.
  
      Our products are integrated into our client's networks. The sale and support
  of our products results in the risk of product liability or warranty claims
  based on damage to these networks. In addition, the failure of our products to
  perform to client expectations could give rise to warranty claims. Although we
  carry general liability insurance, our insurance would likely not cover
  potential claims of this type or may not be adequate to protect us from all
  liability that may be imposed.
  
  OUR PRODUCTS COULD CONTAIN UNDETECTED DEFECTS OR ERRORS.
  
                                         13
  We face the possibility of higher costs as a result of the complexity of our
  products and the potential for undetected errors. Due to the mission-critical
  nature of our products and services, undetected errors are of particular
  concern. We have only a limited number of clients that test new features and the
  functionality of our software before we make these features and functionalities
  generally available. If our software contains undetected errors or we fail to
  meet our client's expectations in a timely manner, we could experience:
  
        -     loss of, or delay in revenues expected from the new product and an
              immediate and significant loss of market share;
  
        -     loss of existing clients that upgrade to the new product and of new
              clients;
  
        -     failure to achieve market acceptance;
  
        -     diversion of development resources;
  
        -     injury to our reputation;
  
        -     increased service and warranty costs;
  
        -     legal actions by clients against us; and
  
        -     increased insurance costs.
  
      A product liability claim could harm our business by increasing our costs,
  damaging our reputation and distracting our management.
  
  OUR INTERNATIONAL EXPANSION EFFORTS MAY NOT BE SUCCESSFUL.
  
      Our operations outside the United States and Canada are located in the
  United Kingdom and Asia and, to date, have been limited. We intend to increase
  our penetration of these markets by intensifying global activities, and allying
  ourselves with selected international third-party distribution companies,
  consulting organizations and software vendors.
  
      The expansion of our existing international operations and entry into
  additional international markets may require significant management attention
  and financial resources. In addition, to expand our international sales
  operations, we will need to, among other things:
  
        -     expand our international sales channel management and support
              organizations;
  
        -     develop relationships with international service providers and
              additional distributors and systems integrators; and
  
        -     customize our products for local markets.
  
      Our investments in facilities in other countries may not produce desired
  levels of revenues. Even if we are able to expand our international operations
  successfully, we may not be able to maintain or increase international market
  demand for our products.
  
                                         14
  OUR BUSINESS MAY SUFFER IF WE FAIL TO ADAPT APPROPRIATELY TO THE CHALLENGES
  ASSOCIATED WITH OPERATING INTERNATIONALLY.
  
      Expanding our operations outside the United States and Canada subjects us to
  numerous inherent potential risks associated with international operations.
  These risks include greater difficulty in accounts receivable collection, the
  burden of complying with multiple and conflicting regulatory requirements,
  foreign exchange controls, longer payment cycles, import and export restrictions
  and tariffs, potentially adverse tax consequences, and political and economic
  instability, any of which could impair our sales and results of operations. In
  addition, our ability to expand our business in certain countries will require
  modification of our products, particularly domestic language support.
  
      Our international operations will increase our exposure to international
  laws and regulations. If we cannot comply with foreign laws and regulations,
  which are often complex and subject to variation and unexpected changes, we
  could incur unexpected costs and potential litigation. For example, the
  governments of foreign countries might attempt to regulate our products and
  services or levy sales or other taxes relating to our activities. In addition,
  foreign countries may impose tariffs, duties, price controls or other
  restrictions on foreign currencies or trade barriers, any of which could make it
  more difficult to conduct our business. The European Union, in which we have a
  sales office, recently enacted its own privacy regulations that may result in
  limits on the collection and use of certain user information, which, if applied
  to the sale of our products and services, could negatively impact our results of
  operations.
  
  OUR BUSINESS IS IMPACTED BY THE SLOWDOWN IN ECONOMIC CONDITIONS.
  
      As a result of recent unfavorable economic conditions and reduced capital
  spending, software licensing revenues have declined as a percentage of our total
  revenues. In particular, revenues were impacted during the first and second
  fiscal quarter of 2002. If the economic conditions in the United States worsen,
  or if a wider global economic slowdown occurs, we may experience a material
  adverse impact on our business, operating results, and financial condition.
  
  WE HAVE TAKEN AND EXPECT TO CONTINUE TO TAKE REMEDIAL MEASURES TO ADDRESS THE
  RECENT SLOWDOWN IN THE MARKET FOR OUR PRODUCTS WHICH COULD HAVE LONG-TERM
  EFFECTS ON OUR BUSINESS.
  
      We have taken and expect to continue to take measures to address the recent
  slowdown in the market for our products. In particular, we have reduced our
  workforce, frozen hiring, and reduced our planned capital expenditure and
  expense budgets. These measures will reduce our expenses in the face of
  decreased revenues due to decreased customer orders. However, each of these
  measures and any additional measures taken in the future to contain expenditures
  could have long-term effects on our business by reducing our pool of technical
  talent, decreasing or slowing improvements in our products, and making it more
  difficult for us to respond to customers.
  
  FLUCTUATIONS IN EXCHANGE RATES MAY AFFECT OUR OPERATING RESULTS.
  
      A substantial portion of our revenues are now, and are expected to continue
  to be, realized in currencies other than Canadian dollars. Our operating
  expenses are primarily paid in Canadian dollars. Fluctuations in the exchange
  rate between the Canadian dollar and these other currencies may have a material
  effect on our results of operations. In particular, we may be adversely affected
  by a significant strengthening of the Canadian dollar against the U.S. dollar.
  We do not currently engage in currency
  
                                         15
  hedging activities. We have not yet, but may in the future, experience
  significant foreign exchange rate losses, especially to the extent that we do
  not engage in hedging.
  
  IF WE ARE OR BECOME A PASSIVE FOREIGN INVESTMENT COMPANY WE MAY NOT BE ABLE TO
  SATISFY RECORD-KEEPING REQUIREMENTS, WHICH COULD HAVE ADVERSE U.S. TAX
  CONSEQUENCES TO YOU.
  
      The rules governing passive foreign investment companies can have
  significant effects on U.S. investors. We could be classified as a passive
  foreign investment company if, for any taxable year, either:
  
        -     75% or more of our gross income is passive income, which includes
              interest, dividends and some types of rents and royalties; or
  
        -     the average percentage, by fair market value, or, in some cases, by
              adjusted tax basis, of our assets that produce or are held for the
              production of passive income is 50% or more.
  
      Distributions which constitute "excess distributions," as defined in Section
  1291 of the Internal Revenue Code, from a passive foreign investment company and
  dispositions of shares of a passive foreign investment company are subject to
  the highest rate of tax on ordinary income in effect and to an interest charge
  based on the value of the tax deferred during the period during which the shares
  are owned. However, these rules generally will not apply if the U.S. investor
  elects to treat the passive foreign investment company as a qualified electing
  fund under Section 1295 of the Internal Revenue Code.
  
      If we are or become a passive foreign investment company we may not be able
  to satisfy record-keeping requirements that would permit you to make a qualified
  electing fund election.
  
  RISKS RELATED TO OUR INDUSTRY
  
  OUR FUTURE REVENUES AND PROFITS DEPEND ON THE CONTINUED GROWTH IN USE AND
  EFFICIENT OPERATION OF THE INTERNET AND E-MAIL.
  
      We sell our products and services primarily to organizations that receive
  large volumes of e-mail and communications over the web. Consequently, our
  future revenues and profits, if any, substantially depend upon the continued
  acceptance and use of the web and e-mail, which are evolving as communications
  media. Rapid growth in the use of e-mail is a recent phenomenon and may not
  continue. As a result, a broad base of enterprises that use e-mail as a primary
  means of communication may not develop or be maintained. Moreover, companies
  that have already invested significant resources in other methods of
  communications with customers, such as call centers, may be reluctant to adopt a
  new strategy that may limit or compete with their existing investments. If
  businesses do not continue to accept the web and e-mail as communications media,
  our business would suffer.
  
  GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES RELATING TO THE INTERNET COULD
  DISCOURAGE COMMUNICATION BY E-MAIL OR OTHER INTERNET-BASED COMMUNICATIONS
  FACILITATED BY OUR PRODUCTS.
  
      Due to the increasing popularity and use of the Internet, it is possible
  that Canadian and U.S. federal, Canadian provincial, U.S. state, and other
  foreign regulators could adopt laws and regulations that impose additional
  burdens on those companies that conduct business online. These laws and
  regulations could discourage communication by e-mail or other Internet-based
  communications facilitated by our products, which could reduce demand for our
  products and services.
  
                                         16
  The growth and development of the market for online services may prompt
  calls for more stringent consumer protection laws or laws that may inhibit the
  use of Internet-based communications or the information contained in these
  communications. The adoption of any additional laws or regulations may slow the
  growth of the Internet. A decline in the growth of the Internet, particularly as
  it relates to online communication, could decrease demand for our products and
  services and increase our cost of doing business, or otherwise harm our
  business.
  
  BECAUSE WE ARE A CANADIAN COMPANY, IT MAY BE DIFFICULT FOR YOU TO ENFORCE
  AGAINST US LIABILITIES BASED SOLELY UPON THE FEDERAL SECURITIES LAWS OF THE
  UNITED STATES.
  
      We have been incorporated under the laws of the Province of Ontario, and our
  executive offices are located in Ontario. Many of our directors, controlling
  persons and officers, and representatives of the experts, are residents of
  Canada and a substantial portion of their assets and a majority of our assets
  are located outside the United States. Consequently, it may be difficult for you
  to enforce against us or any of our directors, controlling persons, officers or
  experts who are not resident in the United States, liabilities based solely upon
  the federal securities laws of the United States.
  
  OUR BOARD OF DIRECTORS MAY ISSUE, WITHOUT SHAREHOLDER APPROVAL, PREFERENCE
  SHARES THAT HAVE RIGHTS AND PREFERENCES SUPERIOR TO THOSE OF COMMON SHARES AND
  THAT MAY DELAY OR PREVENT A CHANGE OF CONTROL.
  
      Our articles of incorporation allow the issuance of an unlimited number of
  preference shares in one or more series. After the offering, there will be no
  preference shares outstanding. However, our board of directors may set the
  rights and preferences of any class of preference shares in its sole discretion
  without the approval of the holders of common shares. The rights and preferences
  of these preference shares may be superior to those of the common shares.
  Accordingly, the issuance of preference shares may adversely affect the rights
  of holders of common shares. The issuance of preference shares also could have
  the effect of delaying or preventing a change of control of our company.
  
  WE DO NOT INTEND TO PAY ANY DIVIDENDS ON OUR COMMON SHARES.
  
      We have not paid any cash dividends on our common shares and we currently do
  not have any plans to pay dividends on our common shares. In addition, our lease
  line of credit specifically prohibits the payment of dividends on our common
  shares.
  
                                         17
  CAPITALIZATION AND INDEBTEDNESS
  
        The following table sets forth (in thousands of U.S. dollars, except per
  share amounts) our capitalization as of October 31, 2001 on a pro forma basis to
  give effect to the issuance of 4,230,000 common shares hereunder issued for no
  consideration and after deducting estimated expenses. This table should be read
  in conjunction with "Management's Discussion and Analysis of Financial Condition
  and Results of Operations" and our consolidated financial statements and related
  notes appearing in our Annual Report on Form 10-K dated March 31, 2001
  incorporated by reference herein:
  October 31, 2001(1)
                                                                   -------------------
                                                                 Actual        Pro Forma
                                                                 ------        ---------
                                                                      (unaudited)
  Restructuring accrual....................................         2,516          2,516
  
  Shareholders' equity:
    Common shares; unlimited shares authorized;
      37,761,323 shares issued and outstanding, actual;
      41,991,323 shares issued and outstanding, pro forma .       222,410        222,341(2)
    Warrants ..............................................           496            496
    Deferred stock-based compensation .....................        (2,119)        (2,119)
    Accumulated other comprehensive losses ................          (340)          (340)
    Accumulated deficit ...................................      (208,043)      (208,043)
                                                                ---------      ---------
      Total shareholders' equity ..........................        12,404         12,335
                                                                ---------      ---------
        Total capitalization ..............................     $  14,920      $  14,851
                                                                =========      =========
  (1)   The table above excludes options outstanding at October 31, 2001 to
        purchase up to 7,864,632 common shares under our stock option plans.
  
  (2)   Reduced by expenses of $68,820.65.
  
        Delano currently has no outstanding indebtedness.
  
                                   USE OF PROCEEDS
  
        Delano will not receive any proceeds from the sale of shares by the
  selling security holder, Mr. Kapoor.  See "Selling Security Holder" and "Plan
  of Distribution" described below.
  
                                    PRICE HISTORY
  
        Delano's common shares are listed on the NASDAQ Stock Market under the
  symbol "DTEC" and listed on the Toronto Stock Exchange under the symbol "DLN."
  
        The following table sets forth the range of high and low closing sales
  prices (in U.S.$) on the NASDAQ National Market for each period indicated,
  adjusted for the 3-for-2 stock split effective January 2000:
  
                                         18
  HIGH            LOW
                                                                              ----            ---
  FISCAL 2000
      Fourth Quarter (from January 12 to March 31, 2000)...........         $  51.50       $  22.44
  FISCAL 2001
      First Quarter................................................         $  24.94       $   9.75
      Second Quarter...............................................         $  18.19       $   9.50
      Third Quarter................................................         $  17.12       $   5.12
      Fourth Quarter...............................................         $   5.37       $   1.37
  FISCAL 2002
      First Quarter................................................         $   1.81       $   0.32
      Second Quarter...............................................         $   0.41       $   0.12
      Third Quarter (from October 1 to December 7, 2001)...........         $   0.74       $   0.10
  The following table sets forth the high and low closing sales prices (in U.S. $)
  of the common shares on the NASDAQ National Market during each of the preceding
  six months:
  HIGH            LOW
                                                                             ----            ---
  June 2001....................................................          $0.72          $0.31
      July 2001....................................................          $0.42          $0.17
      August 2001..................................................          $0.30          $0.17
      September 2001...............................................          $0.24          $0.11
      October 2001.................................................          $0.39          $0.10
      November 2001................................................          $0.70          $0.21
  As of December 7, 2001, the last reported sale price of our common
  shares was $0.71 per share, as reported by the Nasdaq National Market and Cdn.
  $1.10, as reported by the Toronto Stock Exchange.
  
                                      DILUTION
  
           The shares being issued under this offering will dilute the interests
  of existing shareholders by the amount of the difference between the offering
  price per common share and the pro forma adjusted net tangible book value per
  common share after this offering.
  
           Our net tangible book value as of October 31, 2001 was $12.4 million,
  or $0.33 per common share. Net tangible book value per share is equal to our
  total tangible assets less total liabilities, divided by the number of
  outstanding common shares.
  
           After giving effect to the issuance of 4,230,000 common shares in this
  offering at nil consideration and after deducting estimated expenses, our pro
  forma net tangible book value as of October 31, 2001 would have been $12.3
  million, or $0.29 per common share. This amount represents:
  Net tangible book value per common share as at October 31, 2001................                  $ 0.33
     Offering price per common share.............................................    $0.00
     Pro forma net tangible book value per common share after this
       Offering..................................................................     0.29
                                                                                     -----
     Adjusted Pro forma net tangible book value per common share after this
       Offering..................................................................
                                                                                                     0.29
                                                                                                   ------
  Dilution per common share to existing shareholders.............................                  $ 0.04
                                                                                                   ======
  19
  The table below shows on a pro forma basis as of October 31, 2001 the
  difference between our existing shareholders and our new investor with respect
  to the number of common shares issued before deducting estimated expenses:
  Shares purchased                  Total Consideration
                                   ----------------                  -------------------          Average Price
                               Number            Percent          Amount           Percent          Per Share
                               ------            -------          ------           -------          ---------
  Existing shareholders      37,761,323              89.9%     $12,461,237             100.0%     $       0.33
  New investor ........       4,230,000              10.1                0                 0                 0
                            -----------      ------------      -----------      ------------
                             41,991,323             100.0%      12,461,237             100.0%
  SELLING SECURITY HOLDER
  
           This prospectus relates to 4,230,000 common shares of Delano issued to
  Vikas Kapoor pursuant to the Employment Agreement between Mr. Kapoor and Delano
  and the Restricted Share Agreement between Mr. Kapoor and Delano, each dated as
  of October 5, 2001. Mr. Kapoor is the Chief Executive Officer of Delano and has
  been a member of the Board of Directors of Delano since July 2001. The following
  table sets forth the number and percentage of our common shares beneficially
  owned by Mr. Kapoor prior to this offering and the maximum number of shares that
  Mr. Kapoor, his transferees, distributees, pledgees, donees or other successors
  in interest may offer and sell pursuant to this prospectus. Since Mr. Kapoor may
  sell all, some or none of his shares, we cannot estimate the actual number of
  common shares that will be sold by Mr. Kapoor or the aggregate number or
  percentage of our common shares that Mr. Kapoor will own upon completion of this
  offering. See "Plan of Distribution."
  
           Our common shares offered under this prospectus may be offered from
  time to time by and for the account of Mr. Kapoor. Although the shares issued to
  Mr. Kapoor are subject to vesting, once vested, the shares may be sold at any
  time and from time to time by Mr. Kapoor.
  SHARES BENEFICIALLY
                                                                                                -------------------------
                                           SHARES BENEFICIALLY OWNED      SHARES AVAILABLE           OWNED AFTER THE
                                           -------------------------                            -------------------------
                  NAME OF                      PRIOR TO OFFERING        FOR REOFFER AND SALE           OFFERING (2)
                  -------                      -----------------                                -------------------------
            SELLING SHAREHOLDER            NUMBER      PERCENTAGE             HEREUNDER         NUMBER         PERCENTAGE
            -------------------            ------      ----------             ---------         ------         ----------
  Vikas Kapoor (1)                         4,230,000        10.1%             4,230,000           0              0%
  c/o Delano Technology Corporation
  302 Town Centre Boulevard
  Markham, Ontario, Canada
  L3R OE8
  ---------------
  
  (1)  Mr. Kapoor is the Chief Executive Officer of Delano and has been a member
       of the Board of Directors of Delano since July 2001.
  
  (2)  Assuming all common shares offered under this prospectus are sold by Mr.
       Kapoor.
  
                                         20
  PLAN OF DISTRIBUTION
  
           Our common shares offered hereby may be sold from time to time by Mr.
  Kapoor for his own account. Delano will receive no proceeds from this offering.
  Mr. Kapoor will pay or assume brokerage commissions or other charges and
  expenses incurred in the sale of the shares.
  
           Mr. Kapoor's sale of the shares is not currently subject to any
  underwriting agreement. The shares covered by this prospectus may be sold by Mr.
  Kapoor or by pledgees, donees, transferees, distributees or other successors in
  interest of Mr. Kapoor from time to time. Mr. Kapoor may sell the shares from
  time to time at fixed prices that may be changed, at market prices prevailing at
  the time of sale, at prices related to prevailing market prices or at negotiated
  prices. Sales may be effected in the over-the-counter market, on the National
  Association of Securities Dealers Automated Quotation System, on the Nasdaq
  National Market, or on any exchange on which the shares may then be listed. Mr.
  Kapoor may sell the shares by one or more of the following: (a) in one or more
  block trades in which a broker or dealer so engaged will attempt to sell all or
  a portion of the shares held by Mr. Kapoor as agent but may position and resell
  a portion of the block as principal to facilitate the transaction; (b) through
  purchases by a broker or dealer as principal and resale by such broker or dealer
  for its account pursuant to this prospectus; (c) in ordinary brokerage
  transactions and transactions in which the broker solicits purchasers; (d) in
  negotiated transactions; and (e) through other means.
  
           Mr. Kapoor may effect these transactions by selling shares to or
  through broker-dealers, and those broker-dealers may receive compensation in the
  form of underwriting discounts, concessions, commissions, or fees from Mr.
  Kapoor and/or purchasers of the shares for whom such broker-dealers may act as
  agent or to whom they may sell as principal, or both (which compensation to a
  particular broker-dealer might be in excess of customary commissions). These
  broker-dealers and Mr. Kapoor may be deemed to be "underwriters" within the
  meaning of the Securities Act, in connection with those sales, and any
  commissions received by them and any profit on the resale of shares placed by
  them might be deemed to be underwriting compensation.
  
           Any common shares covered by this prospectus that qualify for sale
  pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather
  than pursuant to this prospectus.
  
           Mr. Kapoor is not restricted as to the price or prices at which he may
  sell his shares. Sales of common shares at less than the market prices may
  depress the market price of our common shares. Although the shares issued to Mr.
  Kapoor are subject to vesting, once vested, Mr. Kapoor is not restricted as to
  the number of shares which may be sold at any one time, and it is possible that
  a significant number of shares could be sold at the same time. In addition, Mr.
  Kapoor may decide not to sell all, none or a portion of the shares.
  
           We have informed Mr. Kapoor that the anti-manipulation rules under the
  Exchange Act (including, without limitation, Rule 10b-5 and Regulation M - Rule
  102) may apply to sales in the market and we will furnish Mr. Kapoor upon
  request with a copy of these Rules. We will also inform Mr. Kapoor of the need
  for delivery of copies of this prospectus.
  
           Computershare Trust Company of Canada is the transfer agent for our
  common shares.
  
                              EXPENSES OF THE ISSUANCE
  
  Delano will pay all expenses incident to the offering and sale of the Shares to
  the public other than any discounts, concessions, commissions or fees of
  underwriters, brokers, dealers or agents. Mr. Kapoor will pay or assume
  brokerage commissions or other charges and expenses incurred in the resale of
  the shares. The following table sets forth the costs and expenses to be paid by
  Delano in connection with the sale of
  
                                         21
  the shares of common stock being registered hereby. All amounts are estimates
  except for the Securities and Exchange Commission registration fee.
  Securities and Exchange Commission registration fee..........      $      520.65
  NASDAQ fee...................................................          42,300.00
  Accounting fees and expenses.................................           4,000.00
  Legal fees and expenses......................................          20,000.00
  Transfer agent and registrar fees and expenses...............           1,000.00
  Miscellaneous expenses.......................................           1,000.00
                                                                       -----------
  Total........................................................        $ 68,820.65
  LEGAL MATTERS
  
           Certain legal matters with respect to the issuance of the Delano common
  shares offered hereby are being passed upon for us by Goodmans LLP, Toronto,
  Ontario, Canada. The partners and associates of Goodmans LLP own an aggregate of
  20,000 common shares of Delano.
  
                                       EXPERTS
  
           The consolidated financial statements incorporated in this prospectus
  by reference from Delano's Annual Report on Form 10-K for the year ended March
  31, 2001 have been audited by KPMG LLP, independent auditors, as stated in their
  reports, which are incorporated herein by reference, and have been so
  incorporated in reliance upon the reports of KPMG LLP given upon their authority
  as experts in accounting and auditing. KPMG LLP is located in Toronto, Canada.
  
                    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
  
                                         22
  You should rely only on the information contained in this prospectus. We have
  not authorized anyone to provide you with information different from that
  contained in this prospectus. The selling security holder is offering to sell,
  and seeking offers to buy, Common Shares only in jurisdictions where offers and
  sales are permitted. The information contained in this prospectus is accurate
  only as of the date of this prospectus, regardless of the time of delivery of
  this prospectus or of any sale of the Common Shares. In this prospectus,
  references to "Delano ," "we," "our" and "us" refer to Delano Technology
  Corporation.
  
                                  TABLE OF CONTENTS
  Page
                                                                               ----
  Incorporation by Reference ..............................................      2
  Forward Looking Information .............................................      3
  Where You Can Find
    More Information ......................................................      3
  Summary .................................................................      4
  Risk Factors ............................................................      5
  Capitalization and Indebtedness .........................................     18
  Use of Proceeds .........................................................     18
  Price History ...........................................................     18
  Dilution ................................................................     19
  Selling Security Holder .................................................     20
  Plan of Distribution ....................................................     21
  Expenses of the Issuance ................................................     20
  Legal Matters ...........................................................     22
  Experts .................................................................     22
  4,230,000 SHARES
  
                            DELANO TECHNOLOGY CORPORATION
  
                                    COMMON SHARES
  
                                       REOFFER
                                     PROSPECTUS
  
                                 December 10, 2001
  PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The following documents filed by the Registrant with the Securities and
  Exchange Commission (the "Commission") are incorporated by reference in this
  Registration Statement:
  
           (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                    year ended March 31, 2001 and related exhibits (File No.
                    333-94505);
  
           (b)      The Registrant's Quarterly Reports on Form 10-Q for the
                    quarters ended June 30, 2001 and September 30, 2001 (File No.
                    333-94505);
  
           (c)      The Registrant's Current Report on Form 8-K filed on October
                    31, 2001 (File No. 333-94505); and
  
           (d)      The description of our capital stock contained in the
                    Registration Statement on Form 8-A which was filed with the
                    Commission on January 27, 2000 (File No. 000-29203), including
                    any amendment or report filed for the purposes of updating
                    such description.
  
  All documents subsequently filed with the Commission by the Registrant pursuant
  to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
  of a post-effective amendment which indicates that all securities offered hereby
  have been sold or which deregisters all securities then remaining unsold, shall
  be deemed to be incorporated by reference in this Registration Statement and to
  be a part hereof from the date of filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  in this Registration Statement shall be deemed to be modified or superseded for
  purposes of this Registration Statement to the extent that a statement contained
  herein or in any other subsequently filed document which also is or is deemed to
  be incorporated by reference herein modifies or supersedes such statement. Any
  such statement so modified or superseded shall not be deemed, except as so
  modified or superseded, to constitute a part of this Registration Statement.
  
  Item 4.  Description of Securities.
           Not applicable.
  Item 5.  Interests of Named Experts and Counsel.
           Not applicable.
  
  Item 6.  Indemnification of Directors and Officers.
  
           The By-laws of the Company provide that, subject to Section 136 of the
  Business Corporations Act (Ontario) (the "OBCA"), the Company shall indemnify a
  director or officer of the Company, a former director or officer of the Company
  or a person who acts or acted at the Company's request as a director or officer
  of a body corporate of which the Company is or was a shareholder or creditor,
  and his or her heirs and legal representatives, against all costs, charges and
  expenses reasonably incurred by him or her in respect of certain actions or
  proceedings to which he or she is made a party by reason of his or
  
                                        II-1
  her office, if he or she meets certain specified standards of conduct, and the
  Company shall also indemnify any such person in such other circumstances as the
  OBCA or the law permits or requires. The Company maintains directors' and
  officers' liability insurance for its directors and officers. With respect to
  directors and officers as a group, the Company paid a premium of approximate
  $420,000 initially for directors' and officers' liability insurance, which
  included coverage required in connection with the Company's initial public
  offering. The total amount of insurance purchased for directors and officers as
  a group was $15,000,000. All matters insured are subject to a $500,000
  securities-related retainer, which applies to costs of defense and which is
  waived where claims against all insureds are dismissed or the insureds are found
  not liable. We do not otherwise compensate our directors, but they are
  reimbursed for out-of-pocket expenses incurred in connection with meetings of
  the Board of Directors or its committees. Reference is made to the Registrant's
  Articles of Incorporation, filed as an exhibit to the Company's Registration
  Statement on Form F-1 (File No. 333-94505).
  
  Item 7. Exemption From Registration Claimed.
  
           Delano issued an aggregate of 4,230,000 common shares to Mr. Kapoor
  pursuant to the Employment Agreement between Mr. Kapoor and Delano and
  Restricted Share Agreement between Mr. Kapoor and Delano, each dated October 5,
  2001. This issuance was exempt from registration under Section 4(2) of the
  Securities Act.
  
  Item 8.  Exhibits.
  Exhibit No.                    Description of Exhibit
    -----------                    ----------------------
  4.1*              Articles of Incorporation of the Registrant, as amended
                          (filed as an exhibit to the Registrant's Registration
                          Statement on Form F-1 dated January 12, 2000, File No.
                          333-94505)
  
        4.2*              Bylaws of the Registrant (filed as an exhibit to the
                          Registrant's Registration Statement on Form F-1 dated
                          January 12, 2000, File No. 333-94505)
  
        4.3*              Specimen stock certificate representing the Common
                          Shares of the Registrant (filed as an exhibit to the
                          Registrant's Registration Statement on Form 8-A dated
                          January 27, 2000, File No. 000-29203)
  
        4.4*              Employment Agreement, dated as of October 5, 2001, by
                          and between Vikas Kapoor and the Registrant (filed as an
                          exhibit to the Registrant's Interim Report on Form 8-K
                          dated October 31, 2001, File No. 333-94505)
  
        4.5*              Restricted Share Agreement by and between Vikas Kapoor
                          and the Registrant, dated as of October 5, 2001 (filed
                          as an exhibit to the Registrant's Interim Report on Form
                          8-K dated on October 31, 2001, File No. 333-94505)
  
       5.1**              Opinion of Goodmans LLP
  II-2
  23.1**             Consent of Goodmans LLP (included in Exhibit 5.1)
  
       23.2**             Consent of KPMG LLP
  
        24**              Power of Attorney (included on signature page hereto)
  -------------------
  *    Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
       Securities Act of 1933, as amended, reference is made to the documents
       previously filed with the Commission, which are incorporated by reference
       herein.
  
  **   Filed herewith.
  
  Item 9.  Undertakings.
  
           The undersigned registrant hereby undertakes:
  
           (1)      To file, during any period in which offers or sales are being
                    made, a post-effective amendment to this registration
                    statement:
  
                    (i)      To include any prospectus required by Section
                             10(a)(3) of the Securities Act of 1933;
  
                    (ii)     To reflect in the prospectus any facts or events
                             arising after the effective date of the registration
                             statement (or the most recent post-effective
                             amendment thereof) which, individually or in the
                             aggregate, represent a fundamental change in the
                             information set forth in the registration statement.
                             Notwithstanding the foregoing, any increase or
                             decrease in volume of securities offered (if the
                             total dollar value of securities offered would not
                             exceed that which was registered) and any deviation
                             from the low or high end of the estimated maximum
                             offering range may be reflected in the form of
                             prospectus filed with the Commission pursuant to Rule
                             424(b) if, in the aggregate, the changes in volume
                             and price represent no more than 20 percent change in
                             the maximum aggregate offering price set forth in the
                             "Calculation of Registration Fee" table in the
                             effective registration statement.
  
                    (iii)    To include any material information with respect to
                             the plan of distribution not previously disclosed in
                             the registration statement or any material change to
                             such information in the registration statement.
  
           provided, however, that paragraphs (a)(1)(ii) and (a)(1)(ii) do not
           apply if the information required to be included in a post-effective
           amendment by those paragraphs is contained in periodic reports filed
           with or furnished to the Commission by the registrant pursuant to
           Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
           incorporated by reference in the registration statement.
  
           (2)      That, for the purpose of determining liability under the
                    Securities Act of 1933, each such post-effective amendment
                    shall be deemed to be a new registration statement relating to
                    the securities offered therein, and the offering of such
                    securities at that time shall be deemed to the initial bona
                    fide offering thereof.
  
                                        II-3
  (3)      To remove from registration by means of a post-effective
                    amendment any of the securities being registered which remain
                    unsold at the termination of the offering.
  
           (4)      To file a post-effective amendment to the registration
                    statement to include any financial statements required by Item
                    8.A. of Form 20-F at the start of any delayed offering or
                    throughout a continuous offering. Financial statements and
                    information otherwise required by Section 10(a)(3) of the Act
                    need not be furnished, provided, that the registrant includes
                    in the prospectus, by means of a post-effective amendment,
                    financial statements required pursuant to this paragraph and
                    other information necessary to ensure that all other
                    information in the prospectus is at least as current as the
                    date of those financial statements. Notwithstanding the
                    foregoing, with respect to registration statements on Form
                    F-3, a post-effective amendment need not be filed to include
                    financial statements and information required by Section
                    10(a)(3) of the Act or Rule 3-19 if such financial statements
                    and information are contained in periodic reports filed with
                    or furnished to the Commission by the registrant pursuant to
                    Section 13 or Section 15(d) of the Securities Exchange Act of
                    1934 that are incorporated by reference herein.
  
           (5)      That, for purposes of determining any liability under the
                    Securities Act, each filing of our annual report pursuant to
                    Section 13(a) or 15(d) of the Securities Exchange Act of 1934
                    (and, where applicable, each filing of an employee benefit
                    plan's annual report pursuant to Section 15(d) of the
                    Securities Exchange Act of 1934) that is incorporated by
                    reference in the registration statement shall be deemed to be
                    a new registration statement relating to the securities
                    offered therein, and the offering of such securities at that
                    time shall be deemed to be the initial bona fide offering
                    thereof.
  
           Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  Delano pursuant to the foregoing provisions, or otherwise, Delano has been
  advised that in the opinion of the Commission such indemnification is against
  public policy as expressed in the Securities Act and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the registrant of expenses incurred or
  paid by a director, officer or controlling person of the registrant in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, Delano will, unless in the opinion of its counsel the matter has
  been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act of 1933 and will be governed by the
  final adjudication of such issue.
  
                                        II-4
  SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Markham and the Province of Ontario in Canada, on
  this 10th day of December, 2001.
  
                                          Delano Technology Corporation
  
                                          By:    /s/ Vikas Kapoor
                                                 ---------------------------------
                                          Name:  Vikas Kapoor
                                          Title: Chief Executive Officer
  
                                        II-5
  POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of Delano Technology
  Corporation, hereby severally constitute and appoint Vikas Kapoor and David
  Garland, and each of them singly, our true and lawful attorneys, with full power
  to them and each of them singly, to sign for us in our names in the capacities
  indicated below, any amendments to this registration statement on Form S-8
  (including post-effective amendments) and any amendments thereto, and to file
  the same, with all exhibits thereto and other documents in connection therewith,
  with the Securities and Exchange Commission, and generally to do all things in
  our names and on our behalf in our capacities as officers and directors to
  enable Delano Technology Corporation, to comply with the provisions of the
  Securities Act of 1933, as amended, hereby ratifying and confirming our
  signatures as they may be signed by our said attorneys, or any of them, to said
  registration statement and all amendments thereto.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  SIGNATURE                               TITLE                                       DATE
  ---------                               -----                                       ----
  /s/ VIKAS KAPOOR                        Chief Executive Officer, Director           December 10, 2001
  -------------------------
  Vikas Kapoor                            (Principal Executive Officer)
  
  /s/ DAVID GARLAND                       Vice President of Finance                   December 10, 2001
  -------------------------
  David Garland                           (Principal Financial Officer
                                          and Principal Accounting Officer)
  
  /s/DENNIS BENNIE                        Chairman of the Board of Directors          December 10, 2001
  -------------------------
  Dennis Bennie
  
  /s/ ALBERT AMATO                        Director                                    December 10, 2001
  -------------------------
  Albert Amato
  
  /s/ J. IAN GIFFEN                       Director                                    December 10, 2001
  -------------------------
  J. Ian Giffen
  
  /s/ BAHMAN KOOHESTANI                   Director                                    December 10, 2001
  -------------------------
  Bahman Koohestani
  
  /s/ DONALD WOODLEY                      Director                                    December 10, 2001
  -------------------------
  Donald Woodley
  
  /s/ ALBERT DELORENZI                    Director                                    December 10, 2001
  -------------------------
  Albert DeLorenzi
  II-6
  INDEX TO EXHIBITS
  Exhibit No.                Description of Exhibit
       -----------                ----------------------
  4.1*           Articles of Incorporation of the Registrant, as amended
                          (filed as an exhibit to the Registrant's Registration
                          Statement on Form F-1 dated January 12, 2000, File No.
                          333-94505)
  
           4.2*           Bylaws of the Registrant (filed as an exhibit to the
                          Registrant's Registration Statement on Form F-1 dated
                          January 12, 2000, File No. 333-94505)
  
           4.3*           Specimen Stock certificate representing the Common
                          Shares of the Registrant (filed as an exhibit to the
                          Registrant's Registration Statement on Form 8-A dated
                          January 27, 2000, File No. 00-29203)
  
           4.4*           Employment Agreement, dated as of October 5, 2001, by
                          and between Vikas Kapoor and the Registrant (filed as an
                          exhibit to the Registrant's Interim Report on Form 8-K
                          dated October 31, 2001, File No. 333-94505)
  
           4.5*           Restricted Share Agreement by and between Vikas Kapoor
                          and the Registrant, dated as of October 5, 2001 (filed
                          as an exhibit to the Registrant's Interim Report on Form
                          8-K dated on October 31, 2001, File No. 333-94505)
  
           5.1**          Opinion of Goodmans LLP
  
           23.1**         Consent of Goodmans LLP (included in Exhibit 5.1)
  
           23.2**         Consent of KPMG LLP
  
           24**           Power of Attorney (included on signature page hereto)
  -------------------
  *    Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
       Securities Act of 1933, as amended, reference is made to the documents
       previously filed with the Commission, which are incorporated by reference
       herein.
  
  **   Filed herewith.
  
                                        II-7