DALEEN TECHNOLOGIES INC
COMMON STOCK PURCHASE WARRANT
<DOCUMENT>
<TYPE>EX-10.63
<SEQUENCE>5
<FILENAME>g81380exv10w63.txt
<DESCRIPTION>COMMON STOCK PURCHASE WARRANT
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.63


     THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THIS WARRANT,
SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE TRANSFERRED EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH SECURITIES ACT AND SUCH LAWS.

                                                                          , 2002
                             ---------------------

                           DALEEN TECHNOLOGIES, INC.
                         COMMON STOCK PURCHASE WARRANT
                             ---------------------

     THIS COMMON STOCK PURCHASE WARRANT (this "Warrant") certifies that, for
good and valuable consideration, DALEEN TECHNOLOGIES, INC., a Delaware
corporation (the "Company"), grants to           (the "Warrantholder"), the
right to subscribe for and purchase from the Company, during the Exercise Period
(as hereinafter defined),           (          ) duly authorized, validly
issued, fully paid and nonassessable shares (the "Warrant Shares"), par value
$.01 per share, of Common Stock of the Company (the "Common Stock"), at the
exercise price per share of $0.906 (subject to adjustment as set forth below,
the "Exercise Price"), all subject to the terms, conditions and adjustments
herein set forth. Capitalized terms used herein shall have the meanings ascribed
to such terms in Paragraph 11 below.

     1.  Warrant.  This Warrant is issued pursuant to, and in accordance with,
the [Asset Purchase Agreement/Investment Agreement] by and among the Company,
          , dated as of October 7, 2002, and is subject to the terms thereof.

     2.  Exercise of Warrant; Payment of Taxes.

          2.1  Exercise of Warrant.  Subject to the terms and conditions set
     forth herein, this Warrant may be exercised at any time, in whole or in
     part, by the Warrantholder or any assignee or transferee of this Warrant
     pursuant to, and in compliance with Paragraph 3 herein, during the Exercise
     Period by:

             (a) the surrender of this Warrant to the Company, with a duly
        executed Exercise Form; and

             (b) the delivery of payment to the Company, for the account of the
        Company, by cash, wire transfer of immediately available funds,
        certified or official bank check or any other means approved by the
        Company, of the aggregate Exercise Price in lawful money of the United
        States of America. The Company agrees that the Warrant Shares shall be
        deemed to be issued to the Warrantholder as the record holder of such
        Warrant Shares as of the close of business on the date on which this
        Warrant shall have been surrendered and payment made for the Warrant
        Shares as aforesaid (the "Exercise Date").

          2.2  Conversion Option.

             (a) In lieu of the payment of the aggregate Exercise Price, the
        Warrantholder, at its sole discretion, may have the Company convert this
        Warrant, in whole or in part, into shares of Common Stock (the
        "Conversion Option") as provided for in this Paragraph 2.2. Upon
        exercise of the Conversion Option, the Company shall deliver to the
        Warrantholder (without payment by

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<PAGE>

        the Warrantholder of any of the Exercise Price in accordance with
        Paragraph 2.1(b)) that number of Warrant Shares computed using the
        following formula:

<Table>
            <S>  <C>  <C>
             X   =   Y(A-B)
                     ------
                       A

                      Where:

              X   =   the number of Warrant Shares to be issued to the
                      Warrantholder;
              Y   =   the number of Warrant Shares purchasable under this Warrant
                      or, if only a portion of the Warrant is being converted, the
                      portion of the Warrant being converted;
              A   =   the current Market Price per share of the Common Stock (at
                      the date of such conversion); and
              B   =   the Exercise Price (as adjusted to the date of such
                      calculation).
</Table>

             For the purpose of this Paragraph 2.2(a), the market price per
        share of Common Stock on any date (the "Market Price") shall be deemed
        to be the closing price of the Common Stock on the principal national
        securities exchange on which the Common Stock is then listed or admitted
        to trading or The Nasdaq Stock Market (including The Nasdaq National
        Market and The Nasdaq SmallCap Market, as the case may be), if the
        Common Stock is then listed or admitted to trading on any national
        securities exchange or in such market system. The closing price shall be
        the last reported sale price, or, in case no such sale takes place on
        such day, the average of the closing bid and asked price, as reported by
        said exchange or market system. If the Common Stock is not then so
        listed on a national securities exchange or in such market system, the
        Market Price shall be deemed to be the mean between the representative
        closing bid and asked prices of the Common Stock in the over-the-counter
        market as reported by the OTC Bulletin Board or, if the Common Stock is
        not then quoted by the OTC Bulletin Board, the Market Price shall be
        determined in good faith by the "independent directors" of the Board of
        Directors of the Corporation, as defined by The Nasdaq Stock Market.

             (b) The Conversion Option may be exercised by the Warrantholder at
        its sole discretion on any Business Day prior to the end of the Exercise
        Period by surrender of this Warrant to the Company, with a duly executed
        Exercise Form with the conversion section completed, exercising the
        Conversion Option and specifying the total number of shares of Common
        Stock that the Warrantholder will be issued pursuant to such conversion.

          2.3  Warrant Shares Certificate.  A stock certificate or certificates
     for the Warrant Shares specified in the Exercise Form shall be delivered to
     the Warrantholder within five (5) Business Days after receipt of the
     Exercise Form by the Company and, unless the Conversion Option is
     exercised, the payment by the Warrantholder of the aggregate Exercise
     Price. If this Warrant is exercised only in part, the Company shall, at the
     time of delivery of the stock certificate or certificates, deliver to the
     Warrantholder a new Warrant evidencing the right to purchase the remaining
     Warrant Shares, which new Warrant shall in all other respects be identical
     to this Warrant.

          2.4  Payment of Taxes.  The Company will pay all documentary stamp or
     other issuance taxes, if any, attributable to the original issuance of
     Warrant Shares upon the exercise of this Warrant; except that the Company
     shall not be required to pay any tax or taxes which may be payable in
     respect of any transfer involved in the issue or delivery of any Warrants
     or Warrant certificates or Warrant Shares in a name other than that of the
     then existing Warrantholder as reflected upon the books of the Company.

     3.  Transfer of Warrants; Compliance with Securities Laws.

          (a) The Company shall maintain a register (the "Warrant Register")
     containing the names and addresses of the Warrantholder or Warrantholders.
     Any Warrantholder of this Warrant or any portion hereof may change its
     address as shown on the Warrant Register by written notice to the Company
     requesting such change. Any notice or written communication required or
     permitted to be given to the
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<PAGE>

     Warrantholder may be delivered or given by mail to such Warrantholder as
     shown on the Warrant Register and at the address shown on the Warrant
     Register. Until this Warrant is transferred on the Warrant Register, the
     Company may treat the Warrantholder as shown on the Warrant Register as the
     absolute owner of this Warrant for all purposes, notwithstanding any notice
     to the contrary.

          (b) This Warrant may not be transferred or assigned in whole or in
     part without compliance with all applicable federal and state securities
     laws by the transferor and the transferee (including the delivery of
     investment representation letters and legal opinions reasonably
     satisfactory to the Company, if such are requested by the Company). Subject
     to the provisions of this Warrant with respect to compliance with the
     Securities Act, title to this Warrant may be transferred by endorsement (by
     the Warrantholder executing the assignment form that will be provided by
     the Company upon request (the "Assignment Form")) and delivery in the same
     manner as a negotiable instrument transferable by endorsement and delivery.

          (c) On surrender of this Warrant for exchange, properly endorsed on
     the Assignment Form and subject to the provisions of this Warrant with
     respect to compliance with the Securities Act and with the limitations on
     assignments and transfers contained in this Paragraph 3, the Company shall
     issue to or on the order of the Warrantholder a new warrant or warrants
     with the same terms and conditions, dated as of the Closing Date (as
     defined in the Asset Purchase Agreement), in the name of the Warrantholder
     and/or as the Warrantholder (on payment by the Warrantholder of any
     applicable transfer and stamp taxes) may direct, for the aggregate number
     of Warrant Shares issuable upon exercise thereof.

     4.  Reservation and Registration of Shares.  The Company covenants and
agrees as follows:

          (a) All Warrant Shares that are issued upon the exercise of this
     Warrant shall, upon issuance, be duly authorized, validly issued, fully
     paid and non-assessable, not subject to any preemptive rights, and be free
     from all taxes, liens, security interests, charges, and other encumbrances
     with respect to the issuance thereof, other than taxes in respect of any
     transfer occurring contemporaneously with such issue and other than any
     liens, security interests, and other encumbrances not created by the
     Company or its subsidiaries.

          (b) The Company shall at all times have authorized and reserved, and
     shall keep available and free from preemptive rights, a sufficient number
     of shares of Common Stock to provide for the exercise of the rights
     represented by this Warrant and the Warrant Shares.

     5.  Adjustment to Exercise Price and Warrant Share Number.  The Exercise
Price and the number of Warrant Shares to be received upon exercise of this
Warrant shall be subject to adjustment as follows:

          5.1  Dividend, Subdivision, Combination or Reclassification of Common
     Stock.  If the Company shall at any time or from time to time, after the
     issuance of this Warrant but prior to the exercise hereof, (a) make a
     dividend or distribution on the outstanding shares of Common Stock payable
     in Capital Stock, (b) subdivide the outstanding shares of Common Stock into
     a larger number of shares, (c) combine the outstanding shares of Common
     Stock into a smaller number of shares or (d) issue any shares of its
     Capital Stock in a reclassification of the Common Stock (other than any
     such event for which an adjustment is made pursuant to another clause of
     this Paragraph 5), then, and in each such case, (i) the aggregate number of
     Warrant Shares for which this Warrant is exercisable (the "Warrant Share
     Number") immediately prior to such event shall be adjusted so that the
     Warrantholder shall be entitled to receive upon exercise of this Warrant
     the number of shares of Common Stock or other securities of the Company
     that it would have owned or would have been entitled to receive upon or by
     reason of any of the events described above, had this Warrant been
     exercised immediately prior to the occurrence of such event and (ii) the
     Exercise Price payable upon the exercise of this Warrant shall be adjusted
     by multiplying such Exercise Price immediately prior to such adjustment by
     a fraction, the numerator of which shall be the Warrant Share Number
     immediately prior to such adjustment, and the denominator of which shall be
     the Warrant Share Number immediately thereafter. An adjustment made
     pursuant to this Paragraph 5.1 shall become

                                       3
<PAGE>

     effective retroactively (x) in the case of any such dividend or
     distribution, to a date immediately following the close of business on the
     record date for the determination of holders of shares of Common Stock
     entitled to receive such dividend or distribution, or (y) in the case of
     any such subdivision, combination or reclassification, to the close of
     business on the day upon which such corporate action becomes effective.

          5.2  Adjustment of Exercise Price and Warrant Shares.  In the event of
     any adjustment (the "Series F Adjustment") of the Conversion Price of the
     Series F Preferred Stock (as such terms are defined in the Certificate of
     Incorporation of the Company, as amended), (a) the Warrant Share Number
     shall be adjusted to equal the number obtained by multiplying the Warrant
     Share Number, as in effect immediately prior to such Series F Adjustment,
     by a fraction, the numerator of which shall be the Conversion Price as in
     effect immediately prior to such Series F Adjustment and the denominator of
     which is the Conversion Price after giving effect to such Series F
     Adjustment; and (b) the Exercise Price shall be adjusted to equal the
     Conversion Price as in effect immediately after such Series F Adjustment.

          5.3  Other Changes.  If the Company at any time or from time to time,
     after the issuance of this Warrant but prior to the exercise hereof, shall
     take any action affecting its Common Stock similar to or having an effect
     similar to any of the actions described in any of Paragraphs 5.1, 5.2 or
     5.7 herein (but not including any action described in any such Paragraph)
     then, and in each such case, the Exercise Price and Warrant Share Number
     shall be adjusted in such manner and at such time as the Board of Directors
     in good faith determines would be equitable in the circumstances (such
     determination to be evidenced in a resolution, a certified copy of which
     shall be mailed to the Warrantholder).

          5.4  No Adjustment; Par Value Minimum.  Notwithstanding anything
     herein to the contrary, no adjustment under this Paragraph 5 need be made
     to the Exercise Price or Warrant Share Number if the Company receives
     written notice from the Warrantholder that no such adjustment is required.
     Notwithstanding any other provision of this Warrant, the Exercise Price
     shall not be adjusted below the par value of a share of Common Stock

          5.5  Abandonment.  If the Company shall take a record of the holders
     of shares of its Common Stock for the purpose of entitling them to receive
     a dividend or other distribution, and shall thereafter and before the
     distribution to stockholders thereof abandon its plan to pay or deliver
     such dividend or distribution, then no adjustment in the Exercise Price or
     Warrant Share Number shall be required by reason of the taking of such
     record.

          5.6  Certificate as to Adjustments.  Upon any adjustment in the
     Exercise Price or Warrant Share Number, the Company shall within a
     reasonable period (not to exceed ten days) following any of the foregoing
     transactions deliver to the Warrantholder a certificate, signed by (i) the
     Chief Executive Officer of the Company and (ii) the Chief Financial Officer
     of the Company, setting forth in reasonable detail the event requiring the
     adjustment and the method by which such adjustment was calculated and
     specifying the adjusted Exercise Price and Warrant Share Number then in
     effect following such adjustment.

          5.7  Reorganization, Reclassification, Merger or Sale Transaction.  In
     case of any capital reorganization, reclassification, Sale Transaction,
     mandatory share exchange (other than a Sale Transaction or a mandatory
     share exchange in which the Company is the surviving corporation and in
     which the Common Stock is not exchanged) of the Company (each, a
     "Transaction") at any time after the issuance of this Warrant but prior to
     the exercise hereof, the Company shall execute and deliver to the
     Warrantholder at least ten Business Days prior to effecting such
     Transaction a certificate and, if following a Transaction, the Warrant
     shall be exercisable for securities of any Person other than the Company,
     such Person shall, no later than simultaneously with the closing of the
     Transaction, issue a certificate, stating that the Warrantholder shall have
     the right thereafter to exercise this Warrant for the kind and amount of
     shares of stock or other securities, property or cash receivable upon such
     Transaction by a holder of the number of shares of Common Stock into which


                                       4
<PAGE>

     this Warrant could have been exercised immediately prior to such
     Transaction, and provision shall be made therefor in the agreement, if any,
     relating to such Transaction. Such certificates shall provide for
     adjustments which shall be as nearly equivalent as may be practicable to
     the adjustments provided for in this Paragraph 5. The provisions of this
     Paragraph 5.7 and any equivalent thereof in any such certificate similarly
     shall apply to successive transactions.

          5.8  Notices.  In case at any time or from time to time:

             (a) the Company shall pay a dividend (or other distribution) on its
        shares of Common Stock, or

             (b) the Company shall authorize the granting to the holders of
        shares of its Common Stock, rights or warrants to subscribe for or
        purchase any shares of Capital Stock or any other rights or warrants,
        then the Company shall mail to the Warrantholder, as promptly as
        possible but in any event at least ten Business Days prior to the
        applicable date hereinafter specified, a notice stating the date on
        which a record is to be taken for the purpose of such dividend,
        distribution or granting of rights or warrants or, if a record is not to
        be taken, the date as of which the holders of Common Stock of record to
        be entitled to such dividend, distribution or granting of rights or
        warrants are to be determined. Notwithstanding the foregoing, in the
        case of any event to which Paragraph 5.7 is applicable, the Company
        shall also deliver the certificate described in such Paragraph 5.7 to
        the Warrantholder at least ten (10) Business Days prior to effecting
        such reorganization or reclassification as aforesaid.

     6. No Dilution or Impairment.  The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Warrantholder under this
Warrant.

     7. Loss or Destruction of Warrant.  Subject to the terms and conditions
hereof, upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant and, in the case of
loss, theft or destruction, such bond or indemnification as the Company may
reasonably require, and, in the case of such mutilation, upon surrender and
cancellation of this Warrant, the Company will execute and deliver a new Warrant
of like tenor; provided, however, in the event of the loss, theft or destruction
of this Warrant, or the mutilation of this Warrant if the Warrantholder shall
not have delivered such mutilated Warrant to the Company, the Company may
require that the Warrantholder provide a bond or written indemnification in
favor of the Company with respect to any claims, expenses or losses the Company
may incur in connection with such lost, stolen, destroyed or mutilated Warrant.

     8. Ownership of Warrant.  The Company may deem and treat the Person in
whose name this Warrant is registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by anyone
other than the Company) for all purposes and shall not be affected by any notice
to the contrary, until presentation of this Warrant, together with proper
written notice, for transfer.

     9.  Amendments.  Any provision of this Warrant may be amended and the
observance thereof waived with the written consent of the Company and the
Warrantholder or by the written consent of the Company and the Majority
Warrantholders.

     10.  Representations and Warranties by the Warrantholder.  By accepting
this Warrant, the Warrantholder represents and warrants to the Company as
follows:

          (a) This Warrant and the Warrant Shares issuable upon exercise of the
     Warrantholder's rights contained herein will be acquired for investment for
     the Warrantholder's own account and not with a view to the sale or
     distribution of any part thereof, and the Warrantholder has no present
     intention of

                                       5
<PAGE>

     selling or engaging in any public distribution of the same except pursuant
     to a registration or exemption from the Securities Act.

          (b) The Warrantholder understands and acknowledges that (i) the
     Warrant Shares issuable upon exercise of the Warrantholder's rights
     contained herein are not registered under the Securities Act or qualified
     under applicable state securities laws because the issuance contemplated by
     this Warrant will be exempt from the registration and qualification
     requirements thereof, and (ii) the Company's reliance on such exemptions is
     predicated on the accuracy of the representations set forth in this
     Paragraph 10.

          (c) The Warrantholder has such knowledge and experience in financial
     and business matters as to be capable of evaluating the merits and risks of
     its investment and has the ability to bear the economic risks of its
     investment.

          (d) The Warrantholder understands that if the Company's Common Stock
     ceases to be registered with the Securities and Exchange Commission
     pursuant to Paragraph 12 of the Securities Exchange Act of 1934, and the
     rules and regulations promulgated thereunder (the "Exchange Act"), or if
     the Company ceases to file the reports required under the Exchange Act, or
     if a registration statement covering the securities under the Securities
     Act is not in effect when it desires to resell (i) this Warrant or (ii) the
     Warrant Shares issuable upon exercise of this Warrant, it may be required
     to hold such securities for an indefinite period. The Warrantholder is
     aware of the provisions of Rule 144 promulgated under the Securities Act.

          (e) The Warrantholder will not offer, sell or otherwise dispose of
     this Warrant or any Warrant Shares to be issued upon exercise hereof except
     under circumstances that will not result in a violation of the Securities
     Act or any state securities laws.

          (f) Upon exercise of this Warrant, the Warrantholder shall, if
     requested by the Company, confirm in writing, in a form satisfactory to the
     Company, that the Warrant Shares so purchased are being acquired solely for
     the Warrantholder's own account and not as a nominee for any other party,
     for investment, and not with a view toward distribution or resale.

          (g) The Warrantholder understands that this Warrant and all Warrant
     Shares issued upon exercise hereof shall be stamped or imprinted with a
     legend in substantially the form set forth on the first page hereof.

     11.  Definitions.  As used herein, unless the context otherwise requires,
the following terms have the following respective meanings:

          "Asset Purchase Agreement" has the meaning set forth in Paragraph 1 of
     this Warrant.

          "Board of Directors" means the Board of Directors of the Company.

          "Business Day" means any day other than a Saturday, Sunday or other
     day on which commercial banks in the State of New York are authorized or
     required by law or executive order to close.

          "Capital Stock" means, with respect to any Person, any and all shares,
     interests, participations, rights in, or other equivalents (however
     designated and whether voting or non-voting) of such Person's capital stock
     and any and all rights, warrants or options exchangeable for or convertible
     into such capital stock (but excluding any debt security whether or not it
     is exchangeable for or convertible into such capital stock).

          "Change of Control Event" means the Company's dissolution or
     liquidation, the consummation of the Company's sale of all or substantially
     all of its assets, or the acquisition of a majority of the voting
     securities of the Company by another person or entity by means of a stock
     sale, stock exchange or a merger (other than a merger which solely effects
     a change of domicile) or consolidation or other transaction (other than
     pursuant to a resale of securities either under Rule 144 promulgated under
     the Securities Act or a registered offering), unless, after such stock
     sale, stock exchange, merger, consolidation or other transaction, the
     persons and entities who were shareholders of the Company


                                       6
<PAGE>

     immediately before the stock sale, stock exchange, merger, consolidation or
     other transaction continue to hold at least fifty percent (50%) of the
     economic and voting power of the surviving entity. The Company shall
     provide 10 days' written notice to the Warrantholder prior to the
     consummation of such event (the "Change of Control Notice").

          "Common Stock" means the Common Stock, par value $.01 per share, of
     the Company.

          "Company" has the meaning set forth in the first paragraph of this
     Warrant.

          "Exchange Act" has the meaning set forth in Paragraph 10(d).

          "Exercise Date" has the meaning set forth in Paragraph 2.1(b) of this
     Warrant.

          "Exercise Form" means an Exercise Form in the form annexed hereto as
     Exhibit A.

          "Exercise Period" means the period beginning on the date six-months
     after the Closing Date (as defined in the Asset Purchase Agreement) to 5:00
     p.m., Eastern time, on June 7, 2006; provided, however, the Exercise Period
     shall begin immediately prior to a Change of Control Event. In the event of
     a Change of Control Event resulting in an acceleration of the Exercise
     Period, deliverables required pursuant to Section 2.1 may be made by the
     Warrantholder prior to the beginning of the Exercise Period; provided,
     however, that no exercise shall occur until the beginning of the Exercise
     Period.

          "Exercise Price" has the meaning set forth in the first paragraph of
     this Warrant.

          "Majority Warrantholders" means the holders of a majority of Warrant
     Shares issuable upon exercise of all of the warrants issued pursuant to the
     Asset Purchase Agreement, assuming the exercise of all such warrants.

          "Market Price" has the meaning set forth in Paragraph 2.2(a) of this
     Warrant.

          "Person" means an individual, firm, corporation, partnership, limited
     liability company, trust, incorporated or unincorporated association, joint
     venture, joint stock company, governmental body or other entity of any
     kind.

          "Sale Transaction" shall mean (a) (i) the merger or consolidation of
     the Company into or with one or more Persons, (ii) the merger or
     consolidation of one or more Persons into or with the Company or (iii) a
     tender offer or other business combination if, in the case of (i), (ii) or
     (iii), the stockholders of the Company prior to such merger, consolidation,
     tender offer or other business combination do not retain at least 50% of
     the voting power of the surviving Person, or (b) the voluntary sale,
     conveyance, exchange or transfer to another Person of (i) the voting
     Capital Stock of the Company if, after such sale, conveyance, exchange or
     transfer, the stockholders of the Company prior to such sale, conveyance,
     exchange or transfer do not retain at least 50% of the voting power of the
     Company or (ii) all or substantially all of the assets of the Company.

          "Securities Act" means the Securities Act of 1933, as amended, and the
     rules and regulations of the Securities and Exchange Commission thereunder.

          "Transaction" has the meaning set forth in Paragraph 5.6 of this
     Warrant.

          "Warrant Share Number" has the meaning set forth in Paragraph 5.1 of
     this Warrant.

          "Warrant Shares" has the meaning set forth in the first paragraph of
     this Warrant.

          "Warrantholder" has the meaning set forth in the first paragraph of
     this Warrant.

     12.  Miscellaneous

          12.1  Entire Agreement.  This Warrant, [Asset Purchase
     Agreement/Investment Agreement] and the                , among the Company,
     the Warrantholder and                , constitute the entire agreement
     between the Company, the Warrantholder and                with respect to
     the

                                       7
<PAGE>

     Warrant and supersedes all prior agreements and understanding with respects
     to the subject matter of this Warrant.

          12.2  Binding Effect; Benefits.  This Warrant shall inure to the
     benefit of and shall be binding upon the Company and the Warrantholder and
     their respective permitted successors and assigns. Nothing in this Warrant,
     expressed or implied, is intended to or shall confer on any person other
     than the Company and the Warrantholder, or their respective permitted
     successors or assigns, any rights, remedies, obligations or liabilities
     under or by reason of this Warrant.

          12.3  Headings.  The headings in this Warrant are for convenience of
     reference only and shall not limit or otherwise affect the meaning of this
     Warrant.

          12.4  Notices.  All notices, consents, waivers or other communications
     under this Agreement must be in writing and will be deemed to have been
     duly given when: (a) delivered by hand (with written confirmation of
     receipt); (b) sent by telecopier (with written confirmation of receipt);
     provided that a copy is mailed by registered mail, return receipt requested
     or nationally recognized overnight delivery service; or (c) when received
     by the addressee, if sent by a nationally recognized overnight delivery
     service (receipt requested), in each case to the appropriate addresses and
     telecopier numbers set forth below (or to such other addresses and
     telecopier numbers as a party may designate by notice to the other
     parties):

           (i) if to the Company:

              Daleen Technologies, Inc.
              902 Clint Moore Road
              Boca Raton, Florida 33487
              Attention: James Daleen, President and CEO
              Telephone No.: (561) 981-2202
              Facsimile No.: (561) 999-8080

           With a copy to:

              Morris, Manning & Martin, LLP
              1600 Atlanta Financial Center
              3343 Peachtree Road N.E.
              Atlanta, Georgia 30326
              Attention: David M. Calhoun
              Telephone No.: (404) 233-7000
              Facsimile No.: (404) 365-9532; and

             (ii) if to the Warrantholder to the name and address set forth in
        the Warrant Register.

     Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery or upon deposit in the
United States mail, by registered or certified mail, addressed (x) to the
Warrantholder at the address set forth above, and (y) to the Company at the
address set forth above, or, if sent by facsimile to the numbers set forth
above, when receipt of such facsimile is verbally (but not mechanically)
acknowledged by the recipient thereof. Any party may by notice given in
accordance with this Paragraph 12.4 designate another address or Person for
receipt of notices hereunder.

          12.5  Severability.  Any term or provision of this Warrant which is
     invalid or unenforceable in any jurisdiction shall, as to such
     jurisdiction, be ineffective only to the extent of such invalidity or
     unenforceability without rendering invalid or unenforceable the remainder
     of the terms and provisions of this Warrant or affecting the validity or
     enforceability of any of the terms or provisions of this Warrant in any
     other jurisdiction.

          12.6  GOVERNING LAW.  THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED
     IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE
     CONFLICTS OF LAW PRINCIPLES THEREOF.


                                       8
<PAGE>

          12.7  No Rights or Liabilities as Stockholder.  Nothing contained in
     this Warrant shall be determined as conferring upon the Warrantholder any
     rights as a stockholder of the Company or as imposing any liabilities on
     the Warrantholder to purchase any securities whether such liabilities are
     asserted by the Company or by creditors or stockholders of the Company or
     otherwise.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       9
<PAGE>

     IN WITNESS WHEREOF, the Company and the Warrantholder have caused this
Warrant to be executed this                day of           , 2002.

                                          DALEEN TECHNOLOGIES, INC.

                                          By:
                                            ------------------------------------
                                              Name:
                                              Title:

                                          WARRANTHOLDER:

                                          By:
                                            ------------------------------------
                                              Name:
                                              Title:



                                       10
<PAGE>

                                                                       EXHIBIT A

                                 EXERCISE FORM
                 (TO BE EXECUTED UPON EXERCISE OF THIS WARRANT)

     The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant, to purchase                shares of Common Stock
and herewith tenders payment for such shares to the order of the Company in the
amount of $          ] or hereby exercises its Conversion Option in accordance
with the terms of this Warrant. The undersigned requests that a certificate for
such Warrant Shares or number of Warrant Shares to which the undersigned is
entitled calculated pursuant to Paragraph 2.2 be registered in the name of the
undersigned and that such certificates be delivered to the undersigned's address
below.

     The undersigned acknowledges and agrees that the representations and
warranties set forth in Paragraph 10 of the Warrant are true and correct as to
the Warrantholders as of the date hereof.

Dated:

                                 Name:
                                         --------------------------------------
                                               (Print)

                                 Signature:
                                         --------------------------------------

                                 Title:
                                         --------------------------------------

                                         --------------------------------------
                                                   (Street Address)

                                         --------------------------------------
                                         (City)        (State)        (Zip Code)




                                       11

</TEXT>
</DOCUMENT>
