DALEEN TECHNOLOGIES INC
INVESTMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>g89184exv10w6.txt
<DESCRIPTION>INVESTMENT AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.6

                                                               EXECUTION VERSION

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               SERIES A CONVERTIBLE REDEEMABLE PIK PREFERRED STOCK

                              INVESTMENT AGREEMENT

                                  BY AND AMONG

                             DALEEN HOLDINGS, INC.,

                         QUADRANGLE CAPITAL PARTNERS LP,

                         QUADRANGLE SELECT PARTNERS LP,

                        QUADRANGLE CAPITAL PARTNERS-A LP,

                            BEHRMAN CAPITAL II, L.P.,

                                       AND

                      STRATEGIC ENTREPRENEUR FUND II, L.P.

                             DATED AS OF MAY 7, 2004

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<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                  <C>
1.       Sale of Series A Preferred Stock.......................................................................      2

2.       Closing................................................................................................      3

3.       Reserved...............................................................................................      3

4.       Representations and Warranties of the Company..........................................................      3

         4.1.     Organization..................................................................................      3

         4.2.     Power and Authority...........................................................................      3

         4.3.     Capitalization................................................................................      4

         4.4.     Valid Issuance................................................................................      4

         4.5.     Registration Rights...........................................................................      4

         4.6.     Subsidiaries..................................................................................      5

         4.7.     Offerees; Regulation D........................................................................      5

         4.8.     Litigation....................................................................................      5

         4.9.     Compliance with Laws and Other Instruments....................................................      5

         4.10.    Real Property.................................................................................      5

         4.11.    Employee Matters..............................................................................      5

         4.12.    Contracts and Commitments.....................................................................      6

         4.13.    No Brokers or Finders.........................................................................      6

         4.14.    Assumptions, Guarantees, etc. of Indebtedness of Other Persons................................      6

         4.15.    Daleen Merger Agreement and Protek Stock Purchase Agreement...................................      6

         4.16.    No Other Representations or Warranties........................................................      6

5.       Representations and Warranties of the Investors........................................................      6

         5.1.     Finders.......................................................................................      6

         5.2.     Investment Representations....................................................................      6

         5.3.     Organization; Authority; Enforceability.......................................................      7

6.       Conditions to Closing..................................................................................      8

         6.1.     Conditions to Each Investor's Obligations.....................................................      8

         6.2.     Conditions to Company's Obligations...........................................................      9

         6.3.     Conditions to Obligations of Company and the Investors........................................      9

7.       Covenants of the Company...............................................................................     10
</TABLE>

                                     - i -

<PAGE>

<TABLE>
<S>                                                                                                                  <C>
         7.1.     Pre-Closing Covenants.........................................................................     10

         7.2.     Purchase of Senior Preferred Stock............................................................     11

8.       Survival; Indemnification..............................................................................     11

         8.1.     Survival......................................................................................     11

         8.2.     Indemnification...............................................................................     11

9.       Miscellaneous..........................................................................................     12

         9.1.     Definitions...................................................................................     12

         9.2.     Construction..................................................................................     13

         9.3.     Termination...................................................................................     14

         9.4.     Entire Agreement; No Third-Party Beneficiaries................................................     15

         9.5.     Notices.......................................................................................     15

         9.6.     Waivers and Amendments........................................................................     17

         9.7.     Counterparts..................................................................................     17

         9.8.     Governing Law; Severability...................................................................     17

         9.9.     Assignment....................................................................................     17

         9.10.    Waiver of Jury Trial..........................................................................     17

         9.11.    Expenses......................................................................................     18

         9.12.    Submission to Jurisdiction....................................................................     18

         9.13.    Certain Understandings........................................................................     18

         9.14.    Attorneys' Fees...............................................................................     18
</TABLE>

                                     - ii -

<PAGE>


                                    EXHIBITS

Exhibit A         Certificate of Incorporation
Exhibit B         Certificate of Designations
Exhibit C         Form of Stockholders' Agreement
Exhibit D         Form of Registration Rights Agreement
Exhibit E         Form of Equity Incentive Plan

                                    SCHEDULES

Schedule 4.11     Employee Matters
Schedule 7.2      Trigger Event Metrics

                                    - iii -

<PAGE>

                             TABLE OF DEFINED TERMS

<TABLE>
<CAPTION>
                   TERM                                     SECTION
                   ----                                     -------
<S>                                                        <C>
Additional Investor or Additional Investors                1(c)
Additional Investors Maximum Purchase Amount               1(c)
Affiliate                                                  9.1
Agreement                                                  Preamble
Behrman                                                    Preamble
Behrman Investors                                          Preamble
Bridge Loan Agreement                                      9.1
Certificate of Incorporation                               1(d)
Certificate of Designations                                1(d)
Closing                                                    2
Closing Date                                               2
Common Stock                                               4.3(a)
Company                                                    Preamble
Competing Transaction                                      9.1
Contract                                                   9.1
Daleen                                                     Preamble
Daleen Merger                                              Preamble
Daleen Merger Agreement                                    9.1
GAAP                                                       8.2(a)
Investor or Investors                                      Preamble
Investor Indemnified Party                                 8.2(a)
Known or to the Knowledge                                  9.1
Material Adverse Effect                                    4.1
Merger Sub                                                 Preamble
Minimum Offering Amount                                    Preamble
Note Purchase Agreement                                    9.1
Offering                                                   Preamble
Offering Price                                             Preamble
Parent Indemnitees                                         9.1
Parties                                                    Preamble
Person                                                     9.1
Protek                                                     Preamble
Protek Stock Purchase                                      Preamble
Protek Stock Purchase Agreement                            9.1
Quadrangle Investors                                       Preamble
Registration Rights Agreement                              6.3(e)
SEF                                                        Preamble
Securities Act                                             4.5
Sellers                                                    9.1
Senior Preferred Stock                                     7.2
Series A Preferred Stock                                   Preamble
Series F Holder                                            1(c)
Share Exchange                                             9.1
</TABLE>

                                     - iv -

<PAGE>

<TABLE>
<CAPTION>
                   TERM                                     SECTION
                   ----                                     -------
<S>                                                        <C>
Special Escrow                                             9.1
Stockholders' Agreement                                    6.3(d)
Subsidiary                                                 9.1
Transaction Documents                                      9.1
Transaction Support Agreement                              9.1
Trigger Event                                              7.2
</TABLE>

                                      - v -

<PAGE>

               SERIES A CONVERTIBLE REDEEMABLE PIK PREFERRED STOCK

                              INVESTMENT AGREEMENT

                                AS OF MAY 7, 2004

      The parties to this Series A Convertible Redeemable PIK Preferred Stock
Investment Agreement (this "Agreement") are Daleen Holdings, Inc., a newly
formed Delaware corporation (the "Company"), Quadrangle Capital Partners LP, a
Delaware limited partnership, Quadrangle Select Partners LP, a Delaware limited
partnership, Quadrangle Capital Partners-A LP, a Delaware limited partnership
(collectively, the "Quadrangle Investors"), Behrman Capital II, L.P., a Delaware
limited partnership ("Behrman"), Strategic Entrepreneur Fund II, L.P., a
Delaware limited partnership ("SEF," and, together with Behrman, the "Behrman
Investors"), and any other investors who now or hereafter become signatories to
this Agreement (each, including each Quadrangle Investor and each Behrman
Investor, an "Investor" and collectively, the "Investors"; together with the
Company, the "Parties"). Certain terms used in this Agreement, but not otherwise
defined in context, are defined in Section 9.1.

      A.    The Company is seeking funding for general corporate and working
capital purposes and to effect the closing of the Daleen Merger (as defined
below) and the Protek Stock Purchase (as defined below). In this connection, the
Company desires to issue and sell at least 300,000 shares of its Series A
Convertible Redeemable PIK Preferred Stock, par value $0.01 per share (the
"Series A Preferred Stock"), for an aggregate purchase price of $30,000,000 (the
"Minimum Offering Amount"). The offering of the Series A Preferred Stock on the
terms and subject to the conditions described in this Agreement, including the
Exhibits hereto, is referred to in this Agreement as the "Offering." Each
Investor desires to purchase shares of Series A Preferred Stock from the
Company, all on the terms and subject to the conditions set forth in this
Agreement. The per share purchase price for each share of Series A Preferred
Stock to be sold pursuant to this Agreement is $100 (the "Offering Price").

      B.    Concurrently with, or immediately following, the closing of the
transactions described in this Agreement, the Company intends to (i) cause its
newly formed, wholly-owned Subsidiary, Parallel Acquisition, Inc., a Delaware
corporation ("Merger Sub"), to merge with and into Daleen Technologies, Inc., a
Delaware corporation ("Daleen"), pursuant to the Daleen Merger Agreement (the
"Daleen Merger") and (ii) purchase all of the shares of the outstanding capital
stock of Protek Telecommunications Solutions Limited, a company organized under
the laws of England and Wales ("Protek"), pursuant to the Protek Stock Purchase
Agreement (the "Protek Stock Purchase"). Upon consummation of the Daleen Merger
and the Protek Stock Purchase, each of Daleen and Protek will be a wholly-owned
Subsidiary of the Company.

      C.    As a condition to the closing of the transactions described in this
Agreement, the Parties shall enter into the Transaction Documents.

      Accordingly, in consideration of the representations, warranties,
covenants and agreements contained in this Agreement, the Parties, intending to
be legally bound, agree as follows:

<PAGE>

      1.    Sale of Series A Preferred Stock.

            (a)   Subject to the other provisions of this Agreement, the Company
shall issue and sell to each Quadrangle Investor, and each Quadrangle Investor
shall purchase from the Company, shares of Series A Preferred Stock in the
amount set forth next to the name of each Quadrangle Investor on the signature
pages to this Agreement, for a price per share equal to the Offering Price,
payable by wire transfer of immediately available funds at the Closing (as
defined below).

            (b)   Subject to the other provisions of this Agreement, the Company
shall issue and sell to each Behrman Investor, and each Behrman Investor shall
purchase from the Company, shares of Series A Preferred Stock in the respective
amounts set forth next to the name of each Behrman Investor on the signature
pages to this Agreement (subject to the reduction of such amounts pursuant to
Section 1(c)), for a price per share equal to the Offering Price, payable by the
sale and assignment to the Company by the Behrman Investors at the Closing of
the promissory notes issued to the Behrman Investors under the Bridge Loan
Agreement, in accordance with the Note Purchase Agreement.

            (c)   As soon as is practicable after the date hereof (subject to
compliance with any applicable law), the Company shall give written notice to
each holder of Series F Convertible Preferred Stock, par value $0.01 per share,
of Daleen (each, a "Series F Holder") of the sale of Series A Preferred Stock to
the Behrman Investors contemplated by the preceding Section 1(b). If any Series
F Holder notifies the Company of its desire to purchase shares of Series A
Preferred Stock within ten (10) days after the date of the Company's written
notice and prior to the Closing (each, an "Additional Investor" and
collectively, the "Additional Investors"), the aggregate number of shares of
Series A Preferred Stock to be purchased by each Behrman Investor shall be
reduced, on a pro rata basis, by the aggregate number of shares of Series A
Preferred Stock to be sold to such Additional Investor(s), and each such
Additional Investor, as a condition to such purchase, shall become a party to
this Agreement as an "Investor" by executing and delivering counterpart
signature pages hereto and shall enter into the other Transaction Documents with
the other Parties hereto. The Additional Investors may purchase aggregate shares
of Series A Preferred Stock pursuant to this Section 1(c) with a maximum
aggregate Offering Price of $1,000,000 (the "Additional Investors Maximum
Purchase Amount"). If the Additional Investors desire collectively to purchase
shares of Series A Preferred Stock in excess of the Additional Investors Maximum
Purchase Amount, the Additional Investors Maximum Purchase Amount shall be
purchased by the Additional Investors and shall be allocated among the
Additional Investors pro rata based upon the amounts set forth in the written
notices furnished to the Company by the Additional Investors.

            (d)   The shares of Series A Preferred Stock sold and purchased
pursuant to this Agreement shall have the designations, powers, preferences, and
other special rights and limitations set forth in the Certificate of
Incorporation attached as Exhibit A to this Agreement (the "Certificate of
Incorporation") and the Certificate of Designations of Series A Convertible
Redeemable PIK Preferred Stock attached as Exhibit B to this Agreement (the
"Certificate of

<PAGE>

Designations"), each of which shall be adopted and filed by the Company with the
Secretary of State of the State of Delaware.

      2.    Closing. The closing of the purchase and sale of the Series A
Preferred Stock to the Investors (the "Closing") shall take place at the offices
of Kirkpatrick & Lockhart LLP located at 599 Lexington Avenue, New York, New
York, upon satisfaction or waiver of the conditions set forth in Section 6 and
immediately prior to, or concurrent with, the consummation of the transactions
contemplated by the Daleen Merger Agreement and the Protek Stock Purchase
Agreement, unless otherwise agreed to by the Company, the Quadrangle Investors,
and the Behrman Investors. At the Closing, the Company shall deliver to each
Investor a certificate or certificates in definitive form representing the
respective number of shares of Series A Preferred Stock being purchased by such
Investor under this Agreement, against payment to the Company of the purchase
price for the shares of Series A Preferred Stock by certified check, wire
transfer, or any combination thereof. The date and time of the Closing is
hereinafter referred to as the "Closing Date."

      3.    Reserved.

      4.    Representations and Warranties of the Company. The Company
represents and warrants to each Investor as follows:

            4.1.  Organization. The Company and Merger Sub are corporations
incorporated, validly existing, and in good standing under the laws of the State
of Delaware, and each of the Company and Merger Sub has the requisite power and
authority to own and operate its properties and to carry on its business as now
conducted and as proposed to be conducted. Each of the Company and Merger Sub is
qualified to do business as a foreign corporation and is in good standing in
each jurisdiction where the conduct of its business or the ownership of its
properties currently requires such qualification and being in good standing,
except where the failure to be so qualified or in good standing would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The term "Material Adverse Effect" means any change or effect
that is or is reasonably likely to be materially adverse to the business,
results of operations, or financial condition of the Company and its
Subsidiaries taken as a whole, or otherwise affects the ability of the Company
to consummate the transactions contemplated hereby, except for such changes or
effects that are the result of general economic conditions affecting the
Company's industry generally. The Company is a newly formed corporation that was
incorporated to effect the transactions contemplated in this Agreement, the
Daleen Merger Agreement and the Protek Stock Purchase Agreement. Merger Sub is a
newly formed, wholly-owned Subsidiary of the Company that was incorporated to
effect the transactions contemplated in the Daleen Merger Agreement. Neither the
Company nor Merger Sub has conducted any business other than as set forth in or
contemplated by this Agreement, the Daleen Merger Agreement, and the Protek
Stock Purchase Agreement.

            4.2.  Power and Authority. The Company has the requisite power and
authority to enter into this Agreement and the other Transaction Documents and
to perform its obligations hereunder and thereunder and to consummate the
transactions contemplated hereby and thereby. The execution and delivery of this
Agreement and the other Transaction Documents, and the performance by the
Company of its obligations hereunder and thereunder and the consummation

<PAGE>

of the transactions contemplated hereby or thereby have been duly and validly
authorized by all necessary action on the part of the Company, its Board of
Directors and stockholders. This Agreement is and, as of the Closing, each of
the other Transaction Documents will be a valid and binding obligation of the
Company, enforceable against it in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent conveyance and transfer, reorganization,
receivership, moratorium, and other laws affecting the rights and remedies of
creditors generally and to the general principles of equity. The shares of
Series A Preferred Stock (together with the shares of Common Stock (as defined
in Section 4.3(a) below) issuable upon conversion of the shares of Series A
Preferred Stock) to be issued, sold, and delivered in accordance with the terms
of this Agreement have been duly authorized by all required action of the
Company's Board of Directors and its stockholders.

            4.3.  Capitalization.

                  (a)   The Company's authorized capital stock consists of
4,000,000 shares of Common Stock, $0.01 par value per share (the "Common
Stock"), of which no shares are issued and outstanding as of the date hereof,
and 500,100 shares of Preferred Stock, $0.01 par value per share, of which 100
shares have been designated as Junior Preferred Stock, all of which are issued
and outstanding as of the date hereof and held of record and beneficially by
Daleen.

                  (b)   Except as contemplated by this Agreement, the Daleen
Merger Agreement or the Protek Stock Purchase Agreement, no equity securities
are required to be issued by the Company or Merger Sub by reason of any
currently existing options, warrants, rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities or rights
convertible into, shares of any capital stock of the Company or Merger Sub, as
applicable, and there are no Contracts, commitments, understandings, or
arrangements by which the Company or Merger Sub is bound to issue additional
shares of its respective capital stock, or options, warrants or rights to
purchase or acquire any additional shares of its respective capital stock. The
Company is not a party or subject to any agreement or understanding, nor, to the
Knowledge of the Company, is there any agreement or understanding between any
persons that affects or relates to the voting or giving of written consents with
respect to any security or the voting by a director of the Company.

            4.4.  Valid Issuance. The Series A Preferred Stock that is being
purchased by the Investors hereunder, when issued, sold, and delivered in
accordance with the terms of this Agreement for the consideration expressed
herein, will be duly and validly issued, fully paid, and nonassessable, and will
be free of restrictions on transfer other than restrictions on transfer under
the Transaction Documents and under applicable state and federal securities
laws. The Common Stock issuable upon conversion of the Series A Preferred Stock
being purchased under this Agreement has been duly and validly reserved for
issuance and, upon issuance in accordance with the terms of the Certificate of
Incorporation and Certificate of Designations, will be duly and validly issued,
fully paid, and nonassessable and will be free of restrictions on transfer other
than restrictions on transfer under the Transaction Documents and under
applicable state and federal securities laws.

            4.5.  Registration Rights. Except as contemplated in the Transaction
Documents, Daleen Merger Agreement, or the Protek Stock Purchase Agreement, the
Company

<PAGE>

is presently not under any obligation and has not granted any rights to register
under the Securities Act of 1933, as amended (the "Securities Act"), any of its
presently outstanding securities or any of its securities that may be
subsequently issued.

            4.6.  Subsidiaries. The Company owns, beneficially and of record,
all of the outstanding capital stock of Merger Sub. The Company does not own,
nor has it ever owned, directly or indirectly, any equity interest in any other
corporation, partnership, limited liability company, joint venture or other
entity.

            4.7.  Offerees; Regulation D. None of the Company, its directors and
officers, its Affiliates nor, to the Company's Knowledge, any Person acting as
an agent for or on behalf of the Company has, directly or indirectly, sold,
offered for sale, or solicited offers to buy any of the shares of Series A
Preferred Stock by means of any form of general solicitation or general
advertising or otherwise so as to bring the offer, issuance or sale of the
shares of Series A Preferred Stock as contemplated by this Agreement within the
registration requirements of Section 5 of the Securities Act, or within the
registration or qualification requirements of any "blue sky" or securities laws
of any state or other jurisdiction of the United States of America. Assuming
each Investor hereunder is an "accredited investor" within the meaning of
Regulation D under the Securities Act, the offering, issuance and sale of the
shares of Series A Preferred Stock pursuant to this Agreement is exempt from the
registration provisions of the Securities Act and neither the Company, nor any
authorized representative, will take any action that would result in the loss of
such exemption. The Company is not disqualified from relying on the exemption
provided in Regulation D under the Securities Act as provided in Rule 507 of
Regulation D.

            4.8.  Litigation. Except as set forth on Schedule 4.8, there is no
litigation or governmental proceeding or investigation pending or, to the
knowledge of the Company, threatened against the Company or Merger Sub or
affecting any of their properties or assets.

            4.9.  Compliance with Laws and Other Instruments. The Company is in
compliance with all applicable provisions of this Agreement, the Daleen Merger
Agreement, the Protek Stock Purchase Agreement and of its respective charter and
bylaws, and, in all material respects with the applicable provisions of each
statute and regulation by which it is bound or to which it or its properties are
subject. Neither the execution, delivery or performance of this Agreement and
the other Transaction Documents nor the consummation of the transactions
contemplated hereby and thereby, nor the offer, issuance, sale or delivery of
the shares of Series A Preferred Stock, with or without the giving of notice or
passage of time, or both, will violate, or result in any breach of, or
constitute a default under, or result in the imposition of any encumbrance upon
any asset of the Company pursuant to any provision of its charter or bylaws, or
any statute, rule or regulation, or other document or instrument by which the
Company is bound or to which it or any of its properties are subject.

            4.10. Real Property. Neither the Company nor the Merger Sub own,
lease or have any other interest in any real property.

            4.11. Employee Matters. Except as set forth on Schedule 4.11,
neither the Company nor the Merger Sub has any employees nor do they have in
effect any employment

<PAGE>

agreements, consulting agreements, deferred compensation, severance, pension or
retirement agreements or arrangements, bonus, incentive or profit-sharing plans
or arrangements, or labor or collective bargaining agreements, written or oral.

            4.12. Contracts and Commitments. Except for, and as contemplated by,
this Agreement, any other Transaction Document, the Daleen Merger Agreement and
the Protek Stock Purchase Agreement, neither the Company nor the Merger Sub is
subject to any additional Contracts, obligations or commitments.

            4.13. No Brokers or Finders. No person has or will have, as a result
of the transactions contemplated by this Agreement, any right, interest or claim
against or upon the Company for any commission, fee or other compensation as a
finder or broker because of any act or omission by the Company.

            4.14. Assumptions, Guarantees, etc. of Indebtedness of Other
Persons. Neither the Company nor the Merger Sub has assumed, guaranteed,
endorsed or otherwise become directly or contingently liable on or for any
indebtedness for borrowed money of any other Person.

            4.15. Daleen Merger Agreement and Protek Stock Purchase Agreement.
All representations and warranties of the Company and the Merger Sub set forth
in the Daleen Merger Agreement and the Protek Stock Purchase Agreement are true
and correct in all material respects as of the date hereof, and subject to any
updated schedules permitted thereunder, will be true and correct in all material
respects as of the Closing, except for any inaccuracies that would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on the Company.

            4.16. No Other Representations or Warranties. Except as expressly
set forth in this Section 4, the Company makes no other representation or
warranty, express or implied, at law or in equity, with respect to the Company,
the Company's business operations or future financial performance, or the Series
A Preferred Stock.

      5.    Representations and Warranties of the Investors. Each Investor
hereunder, severally and not jointly, represents and warrants to the Company as
follows:

            5.1.  Finders. No broker's, finder's or any similar fee has been or
will be incurred by or on behalf of the Investor in connection with the origin,
negotiation, execution or delivery of this Agreement or the consummation of the
transactions contemplated hereby.

            5.2.  Investment Representations.

            (a)   The Investor understands that the shares of Series A Preferred
Stock and any shares of Common Stock issued on conversion thereof have not been
registered under the Securities Act, or any state or foreign securities act and
are being issued to the Investor by reason of specific exemptions under the
provisions thereof that depend in part upon the other representations and
warranties made by the Investor in this Agreement.

<PAGE>

            (b)   The Investor understands that the shares of Series A Preferred
Stock and any shares of Common Stock issued on conversion thereof are
"restricted securities" under applicable federal securities laws and that the
Securities Act and the rules of the Securities and Exchange Commission
promulgated thereunder provide in substance that the Investor may dispose of
shares of Series A Preferred Stock only pursuant to an effective registration
statement under the Securities Act or an exemption from registration, if
available.

            (c)   The Investor is acquiring the shares of Series A Preferred
Stock for investment only and not with a view to, or in connection with, any
resale or distribution of any of the shares of Series A Preferred Stock. The
Investor has no present intention of making any sale, assignment, pledge, gift,
transfer or other disposition of its shares of Series A Preferred Stock or any
interest therein.

            (d)   The Investor has not received, paid or given, directly or
indirectly, any commission or remuneration for or on account of any sale, or the
solicitation of any sale, of the shares of Series A Preferred Stock.

            (e)   The Investor is an "accredited investor" as such term is
defined in Rule 501 under Regulation D promulgated under the Securities Act and
was not organized for the specific purpose of acquiring shares of Series A
Preferred Stock.

            (f)   The Investor has sufficient Knowledge and experience in
investing in companies similar to the Company in terms of the Company's early
stage of development so as to be able to evaluate the risks and merits of its
investment in the Company's Series A Preferred Stock and it is able financially
to bear the risks thereof.

            (g)   The Investor has had an opportunity to discuss the Company's
business, management, and financial affairs with the Company's executive
officers. The Investor has also had an opportunity to ask questions and receive
answers from the executive officers of the Company concerning the terms and
conditions of the offering of the Series A Preferred Stock and to obtain the
information it believes necessary or appropriate to evaluate the suitability of
an investment in the Series A Preferred Stock.

            5.3.  Organization; Authority; Enforceability. The Investor has full
power and authority to enter into this Agreement and the other Transaction
Documents and to perform fully its obligations hereunder and thereunder and to
consummate the transactions contemplated hereby and thereby. The Investor has
the funds, or access to the funds, necessary to perform fully its obligations
hereunder. The execution and delivery of this Agreement and the other
Transaction Documents and the performance by the Investor of its obligations
hereunder and thereunder and the consummation of the transactions contemplated
hereby and thereby have been duly and validly authorized by all necessary action
on the part of the Investor. Each of this Agreement and the other Transaction
Documents is a valid and binding obligation of the Investor, enforceable against
it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
conveyance and transfer, reorganization, receivership, moratorium, and other
similar laws affecting the rights and remedies of creditors generally and to the
general principles of equity.

<PAGE>

      6.    Conditions to Closing.

            6.1.  Conditions to Each Investor's Obligations. In addition to the
conditions set forth in Section 6.3, the obligations of each Investor under this
Agreement shall be subject to the fulfillment and satisfaction, at or prior to
the Closing, or the written waiver thereof by the Quadrangle Investors of the
following conditions:

            (a)   Representations and Warranties; Covenants. The representations
and warranties of the Company contained in this Agreement shall be true and
correct in all material respects (except for any exceptions thereto specifically
contemplated by this Agreement or specifically required to effect the
transactions contemplated by the Daleen Merger Agreement and the Protek Stock
Purchase Agreement in connection with the Daleen Merger and Protek Stock
Purchase) on and as of the Closing Date with the same force and effect as though
made on and as of such date (other than those representations and warranties
which address matters only as of a certain date, which shall be true and correct
in all material respects as of such certain date). The Company shall have
complied in all material respects with all covenants contained in this
Agreement. The Company shall have delivered to each Investor a certificate dated
as of the Closing Date and signed by the Chief Executive Officer of the Company
to the foregoing effect and to the effect that all of the conditions in this
Section 6.1 have been satisfied.

            (b)   No Injunction. No injunction or restraining order shall be in
effect or overtly threatened in writing that restrains or prohibits the
consummation of the transactions contemplated hereby or that would materially
limit or materially and adversely affect an Investor's ownership of the Series A
Preferred Stock, and no proceedings for such purpose shall be pending, and no
federal, state, local or foreign law, rule or regulation shall have been enacted
that prohibits, restricts or delays in any material respect the consummation of
the transactions contemplated hereby. All authorizations, approvals or permits
of any governmental authority or regulatory body of the United States or any
state that are required in connection with the lawful issuance and sale of
Series A Preferred Stock pursuant to this Agreement shall be duly obtained and
effective as of the Closing.

            (c)   No Material Adverse Change. There shall not have occurred
after the date hereof, or as of the Closing Date, any event, change, occurrence,
or circumstance that has had or would reasonably be expected to have a Material
Adverse Effect on the Company.

            (d)   Securities Law Compliance. The issuance of the shares of
Series A Preferred Stock shall be in compliance in all material respects with
all applicable United States federal and state securities laws.

            (e)   Certificate of Designations. The Board of Directors of the
Company shall have duly approved, and the Company shall have filed with the
Secretary of State of the State of Delaware, the Certificate of Designations.

            (f)   Certified Documents. The Company's Secretary shall have
executed and delivered to the Investors a certificate certifying the Company's
bylaws, Certificate of Incorporation, Certificate of Designation and the
resolutions of the Board of Directors and

<PAGE>

stockholders of the Company, as appropriate, with respect to the transactions
contemplated by this Agreement and the other Transaction Documents.

            (g)   Good Standing. The Company shall have delivered to the
Investors evidence of the good standing of the Company and the Merger Sub in the
State of Delaware issued by the Secretary of State of the State of Delaware and
dated within a recent date of the Closing Date and evidence of its authority to
do business in any states where such authority is, as of the date hereof,
required.

            (h)   Share Certificate. The Company shall have delivered to each
Investor a duly authorized and executed certificate evidencing the shares of
Series A Preferred Stock being purchased by each such Investor hereunder.

            (i)   Incentive Plan. The Company shall have adopted an equity
incentive plan substantially in the form attached hereto as Exhibit E.

            (j)   Board Composition. The Company's Board of Directors shall be
expanded to seven (7) members, and concurrently with and effective immediately
upon the Closing, the Board of Directors shall be comprised as provided in the
Stockholders Agreement.

            6.2.  Conditions to Company's Obligations. In addition to the
conditions set forth in Section 6.3, the obligations of the Company under this
Agreement shall be subject to the fulfillment and satisfaction, at or prior to
the Closing, or the written waiver thereof by the Company, of the following
conditions:

            (a)   Representations and Warranties; Covenants. The representations
and warranties of each Investor contained in this Agreement shall be true and
correct in all material respects on and as of the Closing Date with the same
force and effect as though made on and as of such date. Each Investor purchasing
in such Closing shall have complied in all material respects with all covenants
contained herein to be complied with by such Investor at or prior to the Closing
Date.

            (b)   Payment of Purchase Price. The Company shall have received
payment for the shares of Series A Preferred Stock purchased by each Investor,
by wire transfer in immediately available funds at the Closing and, with respect
to the Behrman Investors, by delivery of the promissory notes issued to the
Behrman Investors under the Bridge Loan Agreement, in accordance with the Note
Purchase Agreement.

            6.3.  Conditions to Obligations of Company and the Investors. The
respective obligations of the Company and each Investor under this Agreement
shall be subject to the fulfillment and satisfaction, at or prior to the
Closing, or the written waiver thereof by the Company and the Quadrangle
Investors, of the following conditions:

            (a)   Minimum Offering Amount. The Company shall have received from
the Investors participating in the Offering at least the Minimum Offering
Amount.

            (b)   Daleen Merger. The conditions to the consummation of the
transactions contemplated by the Daleen Merger Agreement set forth in Article
VII of the Daleen Merger

<PAGE>

Agreement shall have been satisfied or waived in the manner set forth therein
and the Company, Merger Sub, and Daleen shall be prepared to close,
simultaneously with or immediately after the closing of the transactions
contemplated by this Agreement, the Daleen Merger.

            (c)   Protek Stock Purchase. The conditions to the consummation of
the transactions contemplated by the Protek Stock Purchase Agreement set forth
in Section 9 of the Protek Stock Purchase Agreement shall have been satisfied or
waived in the manner set forth therein and the Company and Protek shall be
prepared to close, simultaneously with or immediately after the closing of the
transactions contemplated by this Agreement, the Protek Stock Purchase.

            (d)   Stockholders' Agreement. The Stockholders' Agreement among the
Company, the Investors, and the other stockholders of the Company party thereto,
in substantially the form attached hereto as Exhibit C (the "Stockholders'
Agreement"), shall have been executed and delivered by the Company and the other
parties thereto.

            (e)   Registration Rights Agreement. The Registration Rights
Agreement among the Company, the Investors, and the other stockholders of the
Company party thereto, in substantially the form attached hereto as Exhibit D
(the "Registration Rights Agreement"), shall have been executed and delivered by
the Company and the other parties thereto.

      7.    Covenants of the Company.

            7.1.  Pre-Closing Covenants. The Company covenants and agrees that
from and after the date hereof and until the earlier of (i) the Closing Date or
(ii) the date that this Agreement is terminated in accordance with Section 9.3,
the Company will operate its business in the ordinary course consistent with its
prior practices and shall:

            (a)   use commercially reasonable efforts to cause each of the
conditions to the Investors' obligations to Closing to occur or be satisfied or
waived;

            (b)   use commercially reasonable efforts to cause each of its
representations and warranties contained herein to be true and correct in all
material respects on the Closing Date (except for any exceptions thereto
specifically contemplated by this Agreement or specifically required to effect
the transactions contemplated by the Daleen Merger Agreement and the Protek
Stock Purchase Agreement in connection with the Daleen Merger and Protek Stock
Purchase) and promptly notify each Investor of any matter hereafter arising that
would cause any representation and warranty of the Company in this Agreement to
be untrue in any material respect;

            (c)   not, other than as required to consummate the transactions
contemplated by the Transaction Documents, the Daleen Merger Agreement, and the
Protek Stock Purchase Agreement, increase the number of shares authorized or
issued and outstanding of its capital stock, grant or make any pledge, option,
warrant, call, commitment, right or agreement of any character relating to its
capital stock, issue or sell any shares of its capital stock or securities
convertible into such capital stock or any bonds, promissory notes, debentures
or other corporate securities or become obligated so to sell or issue any such
securities or obligations; and

<PAGE>

            (d)   not effect, undertake, or agree to effect any amendment,
waiver, or modification of any right or provision, or exercise any right,
contained in the Daleen Merger Agreement, the Protek Stock Purchase or the
documents entered into in connection therewith without the prior written consent
of the Quadrangle Investors, which consent shall not be unreasonably withheld in
respect of such amendment, waivers, or modifications which are not material to
the transactions contemplated by the Daleen Merger Agreement or Protek Stock
Purchase Agreement.

            7.2.  Purchase of Senior Preferred Stock. From and after the
occurrence of a Trigger Event (as defined below) until three months following
the occurrence of a Trigger Event, the Investors shall have the option,
exercisable by the Quadrangle Investors upon written notice to the Company, to
purchase from the Company, and the Company shall issue and sell to such
Investors, upon and after receipt of such notice, shares of a series of
Preferred Stock of the Company senior to the Series A Preferred Stock (the
"Senior Preferred Stock"), at a price per share equal to the Offering Price, pro
rata to each such electing Investor in proportion to such electing Investor's
combined ownership of Series A Preferred Stock and Series A-1 Convertible
Redeemable PIK Preferred Stock, par value $0.01 per share, of the Company, up to
a number of shares of Senior Preferred Stock with an aggregate maximum purchase
price of $5,000,000. The shares of Senior Preferred Stock shall be entitled to
receive a dividend equal to 25% per annum and shall be redeemable at any time at
the option of the Company. The holders of shares of the Senior Preferred Stock
shall have the option to require that the Company exchange the shares of Senior
Preferred Stock for a number of shares of Series A Preferred Stock of equal
value which are valued at the Series A Stated Amount (as defined in the
Certificate of Designations) and entitled to any accrued but unpaid dividends
thereon since the Closing. As used herein, "Trigger Event" means the Company's
failure to achieve the cash balance trigger level and at least one of the two
remaining financial trigger levels at and as of the end of any measurement
period beginning on the Closing Date, all as determined and more fully described
on Schedule 7.2.

      8.    Survival; Indemnification.

            8.1.  Survival. The representations, warranties, agreements, rights,
and covenants of the Company and the Investors made in or pursuant to this
Agreement shall survive the Closing until 30 days after receipt by the Investors
of audited financial statements of the Company for the fiscal year ended
December 31, 2005. Any representation, warranty or covenant that is the subject
of a claim or dispute asserted in writing prior to the expiration of the
survival period set forth above shall survive with respect to such claim or
dispute until the final resolution thereof.

            8.2.  Indemnification.

            (a)   The Company shall indemnify each Investor and its respective
directors, officers, partners, members, employees and representatives (each of
the foregoing, an "Investor Indemnified Party") from and against any and all
loss, demand, claim, allegation, assertion, action or cause of action,
assessment, damage, liability, cost, expense, fine, penalty, judgment, award or
settlement (including interest and reasonable attorneys' fees), whether or not
involving a third-party claim incurred by any such Investor Indemnified Party
due to, based upon or otherwise in respect of (i) any inaccuracy in, or any
breach of, any representation or warranty of

<PAGE>

the Company in this Agreement (or in any certificate, schedule or other document
delivered on behalf of the Company hereunder), (ii) any breach of any covenant
or agreement of the Company contained in this Agreement or the other Transaction
Documents, or (iii) any breach of a representation or warranty by any party
other than the Company under the Daleen Merger Agreement or the Protek Stock
Purchase Agreement for which the Company and the Merger Sub may seek
indemnification in accordance with the terms and conditions of the Daleen Merger
Agreement and Protek Stock Purchase Agreement; provided, however, in the case of
an indemnification under Section 8.2(a)(iii), the Company shall only be
obligated to the Investor Indemnified Parties (x) if such breaches of
representations do not expressly arise in respect of, or result in, an
identified payment obligation (if such payment is due or would otherwise require
accrual in accordance with generally accepted accounting principles ("GAAP") of
the Company, and (y) if such breaches do arise in respect of, or result in, an
identified payment obligation (if such payment is due or would otherwise require
accrual in accordance with GAAP) to the Company, only to the extent the amounts
recoverable for such breaches are in excess of the specifically identified
payment obligation. The Quadrangle Investors may waive any indemnification
obligations in favor of the Investor Indemnified Parties pursuant to Section
8.2(a)(iii) on behalf of the Investor Indemnified Parties.

            (b)   Each Investor shall indemnify the Company from and against any
and all loss, demand, claim, allegation, assertion, action or cause of action,
assessment, damage, liability, cost, expense, fine, penalty, judgment, award or
settlement, whether or not involving a third-party claim, incurred by the
Company due to, based upon or otherwise in respect of (i) any inaccuracy in, or
any breach of, any representation or warranty of such Investor in this Agreement
or (ii) any breach of any covenant or agreement of such Investor contained in
this Agreement or the other Transaction Documents.

            (c)   No Party shall be liable to any other Party for incidental,
indirect, special, exemplary, punitive, or consequential damages.

      9.    Miscellaneous.

            9.1.  Definitions. In addition to the other terms defined elsewhere
in this Agreement, the following terms used in this Agreement have the meanings
set forth below:

            "Affiliate" has the meaning given that term in Rule 405 of the
Securities Act.

            "Bridge Loan Agreement" means that certain Subordinated Bridge Loan
Agreement, dated as of the date hereof, by and among the Company and the Behrman
Investors.

            "Competing Transaction" has the meaning set forth in Section 6.05 of
the Daleen Merger Agreement.

            "Contract" means any agreement, contract, lease, indenture,
mortgage, instrument, commitment or other arrangement or understanding, oral or
written, formal or informal, to which the Company is a Party or by which it or
its assets are bound.

            "Daleen Merger Agreement" means that certain Agreement and Plan of
Merger and Share Exchange, dated as of the date hereof, by and among the
Company, Merger Sub,

<PAGE>

Daleen, the Behrman Investors, and the other parties thereto, providing for,
among other things, the consummation of the Daleen Merger.

            "Known," "to the Knowledge" or similar variations thereof means (a)
with respect to a natural Person, the actual knowledge, after due inquiry, of
such Person or (b) with respect to any other Person, the actual knowledge, after
due inquiry, of such Person's executive officers.

            "Note Purchase Agreement" means that certain Note Purchase
Agreement, dated as of the date hereof, by and among the Company and the Behrman
Investors.

            "Parent Indemnitees" has the meaning set forth in Section 9.01(a) of
the Daleen Merger Agreement.

            "Person" means and includes an individual, a corporation, an
association, a partnership, a limited liability company, a trust, a joint
venture, an unincorporated organization, a business, any court, government,
department, commission, board, bureau, agency, official or other regulatory,
administrative or governmental authority or instrumentality (federal, state,
local, or foreign), or any other legal entity.

            "Protek Stock Purchase Agreement" means that certain Stock Purchase
Agreement, dated as of the date hereof, by and among the Company, Protek, and
the other parties thereto, providing for, among other things, the consummation
of the Protek Stock Purchase.

            "Sellers" has the meaning set forth in the first introductory
paragraph to the Stock Purchase Agreement.

            "Share Exchange" has the meaning set forth in the introductory
paragraphs to the Daleen Merger Agreement.

            "Special Escrow" has the meaning set forth in Section 2.05(a) of the
Daleen Merger Agreement.

            "Subsidiary" means, with respect to any Person (the "Owner"), any
corporation or other Person of which securities or other interests having the
power to elect a majority of the corporation's or other Person's board of
directors, supervisory board, or similar governing body, or otherwise having the
power to direct the business and affairs of that corporation or other Person are
held by the Owner or one or more of its Subsidiaries; when used without
reference to a particular Person, "Subsidiary" means a Subsidiary of the
Company.

            "Transaction Documents" means, collectively, this Agreement, the
Stockholders' Agreement, the Registration Rights Agreement, and the Transaction
Support Agreement dated as of the date hereof by and among the Company and the
other signatories thereto (the "Transaction Support Agreement").

            9.2.  Construction. As used in this Agreement, unless the context
otherwise requires: (a) references to "Section" are to a section of this
Agreement; (b) all "Exhibits" and "Schedules" referred to in this Agreement are
to Exhibits and Schedules attached to this Agreement and are incorporated into
this Agreement by reference and made a part of this

<PAGE>

Agreement; (c) "include," "includes" and "including" are deemed to be followed
by "without limitation" whether or not they are in fact followed by such words
or words of like import; and (d) the headings of the various sections and other
subdivisions of this Agreement are for convenience of reference only and shall
not modify, define or limit any of the terms or provisions of this Agreement.

            9.3.  Termination. Anything in this Agreement to the contrary
notwithstanding, this Agreement:

            (a)   subject to the provisions of the Transaction Support
Agreement, may be terminated at any time by mutual written consent of the
Quadrangle Investors and the Company;

            (b)   may be terminated by the Quadrangle Investors if the aggregate
amount of all claims for indemnification under Section 9.01(d) of the Daleen
Merger Agreement to which Parent Indemnitees would be entitled prior to the
Closing Date exceeds or would reasonably be expected to exceed, after giving
effect to the limitations on indemnification in Section 9.01(e) of the Daleen
Merger Agreement and to all offsets pursuant to Section 9.04 of the Daleen
Merger Agreement, $1,000,000;

            (c)   may be terminated by the Quadrangle Investors if a court of
competent jurisdiction or other governmental entity shall have issued, enacted,
promulgated, or enforced any law, order, judgment, decree, injunction or ruling
or taken any other action (that has not been vacated, withdrawn or overturned),
in each case permanently restraining, enjoining or otherwise prohibiting the
Daleen Merger, the Share Exchange, or any other transaction contemplated by the
Daleen Merger Agreement, and such law, order, judgment, ruling, injunction,
order or decree shall have become final and nonappealable;

            (d)   may be terminated by the Quadrangle Investors if there shall
have occurred, on the part of Daleen, a breach of any representation, warranty,
covenant or agreement contained in the Daleen Merger Agreement that (i) would
result in a failure of a condition set forth in Section 7.04(a) or 7.04(b) of
the Daleen Merger Agreement and (ii) which is not curable or, if curable, is not
cured within thirty (30) calendar days after written notice of such breach is
given by the Company to Daleen;

            (e)   may be terminated by the Quadrangle Investors if (i) the board
of directors of Daleen or any committee thereof shall have withdrawn, modified,
changed or failed to publicly affirm, within ten (10) days after the Company's
reasonable request, its approval or recommendation in respect of the Daleen
Merger Agreement, the Daleen Merger or the Share Exchange in a manner adverse to
the Daleen Merger or the Share Exchange, or to the Company or the Merger Sub,
(ii) the board of directors of Daleen or any committee thereof shall have
recommended any Competing Transaction, Daleen enters into an agreement relating
to the Company Transaction or Daleen shall have consummated a Competing
Transaction; (iii) Daleen shall have violated or breached in any material
respect any of its obligations under Section 6.05 of the Daleen Merger Agreement
or (iv) the board of directors of Daleen or any committee thereof shall have
resolved to take any of the foregoing actions;

<PAGE>

            (f)   may be terminated by the Quadrangle Investors upon a material
breach of any of the representations, warranties, covenants or agreements of
Protek or any Seller contained in the Protek Stock Purchase Agreement; and

            (g)   will terminate if (i) the Daleen Merger Agreement is
terminated in accordance with the provisions thereof, (ii) the Protek Stock
Purchase Agreement is terminated in accordance with the provisions thereof, or
(iii) if the Closing does not occur on or before September 30, 2004, unless the
Investors and the Company otherwise agree in writing.

      In the event of termination, this Agreement shall become null and void and
have no further force or effect, with no liability on the part of the Company
and the Investors, or their respective directors, officers, agents or
shareholders, with respect to this Agreement; provided, however, that, if such
termination shall result from the willful failure of any Party to fulfill a
condition to the performance of the obligations of the other Party, or from a
willful breach of any covenant or agreement contained in this Agreement, such
Party shall be fully liable for damages incurred or sustained as a result
thereof.

            9.4.  Entire Agreement; No Third-Party Beneficiaries. This
Agreement, together with any schedules hereto, the other Transaction Documents,
and the documents referred to herein and therein, together with any
confidentiality agreement entered into by and between the Company and any
Investor, constitute the entire agreement among the Parties with respect to the
subject matter hereof and thereof, and no other agreements, warranties,
representations or covenants regarding the subject matter hereof or thereof
shall be of any force of effect unless in writing, executed by the Party to be
bound thereby, and dated on or after the date hereof. This Agreement is not
intended to confer upon any Person other than the Parties hereto any rights or
remedies.

            9.5.  Notices. Any and all notices or other communications or
deliveries provided for or permitted hereunder shall be made in writing and
shall be deemed to have been duly given or made for all purposes if sent by
hand-delivery, registered first-class mail, facsimile, or courier guaranteeing
overnight delivery, as follows:

                  (a)   if to the Company, to:

                        Daleen Holdings, Inc.
                        c/o Daleen Technologies, Inc.
                        902 Clint Moore Road, Suite 230
                        Boca Raton, FL 33487
                        Attention: General Counsel
                        Facsimile No.: (561) 981-1106

                        with a copy to:

                        Kirkpatrick & Lockhart LLP
                        Henry W. Oliver Building
                        535 Smithfield Street
                        Pittsburgh, Pennsylvania 15222-2312

<PAGE>

                        Attention: Robert P. Zinn, Esq.
                        Facsimile No.: (412) 355-6501

                        and

                        Quadrangle Group LLC
                        375 Park Avenue
                        New York, New York 10152
                        Attention: Chief Administrative Officer
                        Facsimile number: (212) 418-1701

                  (b)   if to the Quadrangle Investors, to:

                        Quadrangle Group LLC
                        375 Park Avenue
                        New York, New York 10152
                        Attention: Chief Financial Officer
                        Facsimile number: (212) 418-1740

                        with a copy (which shall not constitute notice) to:

                        Weil, Gotshal & Manges LLP
                        100 Federal Street
                        Boston, MA 02110
                        Attention: James Westra, Esq.
                        Facsimile: (617) 772-8333

                  (c)   if to the Behrman Investors, to:

                        Behrman Capital
                        126 East 56th Street
                        New York, NY 10022
                        Attention: Dennis Sisco
                        Facsimile No.: (212) 980-7024

                        with a copy to:

                        Goodwin Procter LLP
                        Exchange Place
                        53 State Street
                        Boston, MA  02109
                        Attention: Kevin Dennis
                        Facsimile No.: (617) 523-1231

                  (d)   if to any other Investor, to such Investor at its
                        address or facsimile number set forth below its
                        signature to this Agreement or to any joinder to this
                        Agreement,

<PAGE>

or at such other address or facsimile number as any Party specifies by notice
given to the other Parties in accordance with this Section.

            All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; three days
after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if faxed; and on the next business day if timely delivered to a
courier guaranteeing overnight delivery.

            9.6.  Waivers and Amendments. Subject to the restrictions set forth
in the Transaction Support Agreement and except as specifically provided in the
next sentence, this Agreement may be amended, superseded, canceled, renewed or
extended, and any terms hereof may be waived, only by a written instrument
signed by the Company and those Investors acquiring a majority of the Series A
Preferred Stock hereunder or, in the case of a waiver, by the Party waiving
compliance with such terms; provided that (a) any amendment which adversely
affects any Investor in a manner differently than the Investors approving such
amendment shall require the written approval of such adversely affected Investor
and (b) any waiver on behalf of the Investors may be effected by the Quadrangle
Investors. Notwithstanding the foregoing, Additional Investors shall become
parties to this agreement in accordance with Section 1(c) hereof upon execution
by the Company and such Additional Investors of a counterpart signature hereto.

            9.7.  Counterparts. This Agreement may be executed by the Parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute one
and the same instrument.

            9.8.  Governing Law; Severability. This Agreement shall be governed
by, construed, and enforced in accordance with the internal laws of the State of
Delaware. Should any clause, section or part of this Agreement be held or
declared to be void or illegal for any reason, all other clauses, sections or
parts of this Agreement shall nevertheless continue in full force and effect.

            9.9.  Assignment. This Agreement shall be binding upon, and inure to
the benefit of, the Parties and their respective successors. This Agreement and
all rights and obligations hereunder shall not be assignable by any Party
without the prior written consent of the other Parties, except that a Party may
assign its rights and duties hereunder to a Permitted Transferee (as such term
is defined in the Stockholders' Agreement).

            9.10. Waiver of Jury Trial. THE PARTIES IRREVOCABLY WAIVE ANY AND
ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF
ANY NATURE ARISING FROM OR RELATING TO THIS AGREEMENT, ANY DOCUMENTS EXECUTED IN
CONNECTION HEREWITH (INCLUDING THE OTHER TRANSACTION DOCUMENTS), OR ANY
TRANSACTIONS CONTEMPLATED IN ANY OF SUCH DOCUMENTS OR OTHERWISE ARISING FROM OR
RELATING TO THE OFFERING. THE PARTIES ACKNOWLEDGE THAT THE FOREGOING WAIVER IS
KNOWING AND VOLUNTARY.

<PAGE>

            9.11. Expenses. The Company, reasonably promptly after the Closing,
shall pay the reasonable legal, accounting and diligence fees and expenses
incurred by (a) the Quadrangle Investors (including fees and expenses of one
special counsel to be selected by the Quadrangle Investors) and (b) the Behrman
Investors (in the amount not to exceed fifty thousand dollars ($50,000)), in
each case, connection with the execution and delivery of this Agreement, the
other Transaction Documents and the transactions contemplated by the Daleen
Merger Agreement and the Protek Stock Purchase Agreement. Otherwise, each Party
will be responsible for its own costs and expenses, including legal fees, costs,
and expenses.

            9.12. Submission to Jurisdiction. Each Party to this Agreement (a)
hereby irrevocably submits itself and consents to the jurisdiction of the United
States District Court for the State of New York located in New York, New York,
or the state courts of the State of New York located in New York, New York, for
the purpose of any suit, action, or the Offering, or other proceeding in
connection with or arising out of this Agreement, the other Transaction
Documents, or the Offering or to enforce a resolution, settlement, order or
award made regarding this Agreement, the other Transaction Documents, or the
Offering, (b) hereby irrevocably waives the right to commence any suit, action
or other proceeding in connection with this Agreement, the other Transaction
Documents, or the Offering in any other jurisdiction (including any foreign
jurisdiction) that might otherwise be available by reason of their presence or
other circumstances in connection with this Agreement, the other Transaction
Documents, or the Offering and, (c) to the extent permitted by applicable law,
hereby waives, and agrees not to assert, by way of motion, as a defense, or
otherwise, in any such suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of such court or that the suit, action or
proceeding is improper.

            9.13. Certain Understandings. This Agreement does not constitute a
partnership or joint venture among the Parties.

            9.14. Attorneys' Fees. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, or the other
Transaction Documents, the prevailing Party shall be entitled to reasonable
attorney's fees, costs and disbursements in addition to any other relief to
which such Party is entitled.

                            [SIGNATURE PAGES FOLLOW]

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

      IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
signed on the date and year first above written.

                                                DALEEN HOLDINGS, INC.

                                                By: /s/ Gordon Quick
                                                    ----------------------------
                                                Name: Gordon Quick
                                                Title: Chief Executive Officer

<PAGE>

      IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
signed on the date and year first above written.

                                            INVESTORS:

Number of Shares: 176,750                   QUADRANGLE CAPITAL PARTNERS LP
Aggregate Purchase Price: $17,675,000

                                            By: Quadrangle GP Investors LP, its
                                                General Partner
                                                By: Quadrangle GP Investors LLC,
                                                    its General Partner

                                                    By: /s/ M. Huber
                                                        ------------------------
                                                    Name: Michael Huber
                                                    Title: Managing Principal

Number of Shares: 9,000                     QUADRANGLE SELECT PARTNERS LP
Aggregate Purchase Price: $900,000

                                            By: Quadrangle GP Investors LP, its
                                                General Partner
                                                By: Quadrangle GP Investors LLC,
                                                    its General Partner

                                                    By: /s/ M. Huber
                                                        ------------------------
                                                    Name: Michael Huber
                                                    Title: Managing Principal

Number of Shares: 64,250                    QUADRANGLE CAPITAL PARTNERS-A LP
Aggregate Purchase Price: $6,425,000

                                            By: Quadrangle GP Investors LP, its
                                                General Partner
                                                By: Quadrangle GP Investors LLC,
                                                    its General Partner

                                                    By: /s/ M. Huber
                                                        ------------------------
                                                    Name: Michael Huber
                                                    Title: Managing Principal

<PAGE>

      IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
signed on the date and year first above written.

                                            INVESTORS:

Number of Shares: 49,331.13                 BEHRMAN CAPITAL II, L.P.
Aggregate Purchase Price: $4,933,113.00

                                            By : Behrman Brothers, LLC, its
                                            General Partner

                                            By: /s/ Grant Behrman
                                            ------------------------------------
                                            Name: Grant Behrman
                                            Title: Managing Member

Number of Shares: 668.87                    STRATEGIC ENTREPRENEUR
Aggregate Purchase Price: $66,887.00        FUND II, L.P.

                                            By: /s/ Grant Behrman
                                                --------------------------------
                                            Name: Grant Behrman
                                            Title: General Partner

</TEXT>
</DOCUMENT>
