DALEEN TECHNOLOGIES INC
FORM OF CERTIFICATE OF INCORPORATION
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>8
<FILENAME>g89184exv10w7.txt
<DESCRIPTION>FORM OF CERTIFICATE OF INCORPORATION
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.7

                                    FORM OF
                          CERTIFICATE OF INCORPORATION

                                       OF

                              DALEEN HOLDINGS, INC.

      FIRST: The name of the corporation is Daleen Holdings, Inc. (the
"Corporation").

      SECOND: The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware,
County of New Castle. The name of its registered agent at such address is
Corporation Trust Company.

      THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

      FOURTH: The aggregate number of shares of capital stock which the
Corporation is authorized to issue is four million five hundred thousand one
hundred (4,500,100) shares, consisting of (i) four million (4,000,000) shares of
common stock, par value $0.01 per share (the "Common Stock"), and (ii) five
hundred thousand one hundred (500,100) shares of preferred stock, par value
$0.01 per share (the "Preferred Stock").

      The following is a statement of the designations and powers, preferences
and rights, and the qualifications, limitations or restrictions thereof in
respect of each class of capital stock of the Corporation:

            A.    COMMON STOCK.

            1.    General. The voting, dividend, and liquidation rights of the
holders of the Common Stock are subject to and qualified in their entirety by
the rights of the holders of Preferred Stock of any series as may be designated
by the Board of Directors upon any issuance of Preferred Stock of any series.

            2.    Voting. The holders of the Common Stock are entitled to one
vote for each share held at all meetings of stockholders (and written actions in
lieu of meetings). There shall be no cumulative voting in the election of
directors or otherwise. In accordance with Section 242(b)(2) of the General
Corporation Law of the State of Delaware, the consent of the holders of a
majority of the outstanding shares of Common Stock, voting together as a single
class, shall not be required to increase or decrease (but not below the number
of shares then outstanding) the number of authorized shares of Common Stock.

            3.    Dividends. Dividends may be declared and paid on the Common
Stock from funds lawfully available therefor as and when determined by the Board
of Directors.

<PAGE>

            4.    Liquidation. Upon the dissolution or liquidation of the
Corporation, whether voluntary or involuntary, holders of Common Stock will be
entitled to receive all assets of the Corporation available for distribution to
its stockholders.

            B.    PREFERRED STOCK.

            Preferred Stock may be issued from time to time in one or more
series, each of such series to have such terms as stated or expressed herein and
in the resolution or resolutions providing for the issue of such series adopted
by the Board of Directors as hereinafter provided. Any shares of Preferred Stock
which may be redeemed, purchased, or acquired by the Corporation may be
reissued, except as otherwise provided by law or by the terms of any series of
Preferred Stock. Different series of Preferred Stock shall not be construed to
constitute different classes of stock for the purposes of voting by classes
unless expressly provided.

            Subject to the rights of holders of outstanding shares of Preferred
Stock, authority is hereby expressly granted to the Board of Directors from time
to time to issue the Preferred Stock in one or more series, and in connection
with the creation of any such series, by resolution or resolutions providing for
the issue of the shares thereof, to determine and fix such voting powers, full
or limited, or no voting powers, and such designations, preferences, and
relative participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, including without limitation thereof,
dividend rights, special voting rights, conversion rights, redemption privileges
and liquidation preferences, as shall be stated and expressed in such
resolutions, all to the full extent now or hereafter permitted by the General
Corporation Law of the State of Delaware. Without limiting the generality of the
foregoing, the resolution or resolutions providing for issuance of any series of
Preferred Stock may provide that such series shall be superior or rank equally
or be junior to the Preferred Stock of any other series to the extent permitted
by law. Except as otherwise specifically provided in this Certificate of
Incorporation and in any Certificate of Designation for any Preferred Stock, any
of which shall be deemed incorporated into and made a part of this Certificate
of Incorporation, no vote of the holders of the Common Stock shall be a
prerequisite to the issuance of any shares of any series of the Preferred Stock
authorized by and complying with the conditions of this Certificate of
Incorporation, the right to have such vote being expressly waived by all present
and future holders of the capital stock of the Corporation.

      FIFTH: The Corporation is to have perpetual existence.

      SIXTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors, subject to the rights of holders of outstanding
shares of Preferred Stock, is expressly authorized to adopt, amend, or repeal
the bylaws of the Corporation.

      SEVENTH: Meetings of stockholders may be held within or without the State
of Delaware, as the bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the bylaws of the Corporation. Elections of directors
need not be by written ballot unless the bylaws of the Corporation shall so
provide.

                                      -2-

<PAGE>

      EIGHTH: The Corporation reserves the right to amend, alter, change, or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

      NINTH: No director shall be personally liable to the Corporation or any of
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that such elimination of liability is not
permitted under the General Corporation Law of the State of Delaware as in
effect at the time of the alleged breach of duty. Any amendment, modification,
or repeal of this Article or of the General Corporation Law of the State of
Delaware shall not adversely affect any right or protection of a director of the
Corporation with respect to any alleged breach of duty occurring prior to the
time of such amendment, modification, or repeal.

      TENTH: (A) The Corporation shall indemnify and hold harmless, to the
fullest extent permitted by the General Corporation Law of the State of
Delaware, each director or officer of the Corporation who was or is, or is
threatened to be made, a party to or otherwise involved in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "Proceeding"), by reason of the fact that
such person is or was a director, officer, employee, or agent of the
Corporation, or a trustee, custodian, administrator, committeeman, or fiduciary
of any employee benefit plan, or a person serving another corporation,
partnership, joint venture, trust, other enterprise or nonprofit entity in any
of the foregoing capacities at the request of the Corporation (an "Authorized
Representative"), against all expenses (including attorneys' fees and
disbursements), judgments, fines (including excise taxes and penalties) and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such Proceeding, whether the basis of such person's involvement
in the Proceeding is an alleged act or omission in such person's capacity as an
Authorized Representative or in another capacity while serving in such capacity
or both. The Corporation shall be required to indemnify an incumbent or former
director or officer in connection with a Proceeding initiated by such person
only if and to the extent that such Proceeding was authorized by the Board of
Directors of the Corporation or is a civil suit by such person to enforce rights
to indemnification or advancement of expenses.

            (B)   The Corporation shall promptly pay all expenses (including
attorneys' fees and disbursements) actually and reasonably incurred by a
director or officer of the Corporation in defending or appearing (otherwise than
as a plaintiff) in any Proceeding described in Paragraph (A) of this Article in
advance of the final disposition of such Proceeding upon receipt of an
undertaking by or on behalf of such person to repay all amounts so advanced if
it shall ultimately be determined by a final, unappealable judicial decision
that such person is not entitled to be indemnified for such expenses under this
Article or otherwise.

            (C)   The Corporation shall have the power to indemnify any person
who is or was an Authorized Representative against loss, liability, and expense
in connection with a Proceeding, and may pay expenses incurred by such person in
connection with such Proceeding in advance of the final disposition of the
Proceeding, to the fullest extent permitted by law.

                                      -3-

<PAGE>

            (D)   The rights to indemnification and advancement of expenses
provided by or granted pursuant to this Article shall be presumed to have been
relied upon by directors and officers of the Corporation in serving or
continuing to serve the Corporation, shall continue as to a person who ceases to
be an Authorized Representative, shall inure to the benefit of the heirs,
executors and administrators of such person, and shall be enforceable as
contract rights. Such rights shall not be deemed exclusive of any other rights
to which a person seeking indemnification or advancement of expenses may be
entitled under any statute, agreement, bylaws, vote of stockholders or
disinterested directors, or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such office
or position. The Corporation may enter into contracts to provide any Authorized
Representative with specific rights to indemnification and advancement of
expenses, which contracts may confer rights and protections to the maximum
extent permitted by law. The Corporation may purchase and maintain insurance,
borrow money, create trust funds, pledge, mortgage, or create security interests
in the assets of the Corporation, obtain letters of credit, or use other means
from time to time to ensure payment of such amounts as may be necessary to
perform the Corporation's obligations provided for in this Article or in any
such contract. The bylaws of the Corporation may contain additional provisions
implementing and supplementing the provisions of this Article.

            (E)   For purposes of this Article only, references to "the
Corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its authorized representatives so that
any person who is or was an authorized representative of such constituent
corporation shall stand in the same position under this Article with respect to
the resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

            (F)   Any amendment, modification, or repeal of this Article shall
not adversely affect any right or protection of a director or officer of the
Corporation with respect to any act or omission occurring prior to the time of
such amendment, modification or repeal.

      ELEVENTH: (A) The provisions of this Article are set forth to regulate and
define the conduct of certain affairs of the Corporation as they may involve
officers and directors of the Corporation who are officers or directors of a
stockholder, or an affiliate of a stockholder, of the Corporation, and the
powers, rights, duties, and liabilities of the Corporation and its officers,
directors, and stockholders in connection therewith; provided, however, that
nothing in this Article will prohibit or restrict the Corporation's ability to
enter into contractual arrangements with a stockholder, or an affiliate of a
stockholder, of the Corporation, which contractual arrangements prohibit or
restrict such stockholder or its affiliate from engaging in activities otherwise
allowed by this Article, and the following provisions shall be subject to any
such contractual arrangements.

            (B)   Except as any stockholder or its affiliate may otherwise agree
in writing, each stockholder of the Corporation and each affiliate of such
stockholder shall have the right to, and shall have no duty hereunder to refrain
from, engaging in the same or similar activities or lines of business as the
Corporation or doing business with any potential or actual customer or

                                      -4-

<PAGE>

supplier of the Corporation. To the fullest extent permitted by law, neither a
stockholder, or an affiliate of a stockholder, of the Corporation nor any
officer or director thereof shall be liable to the Corporation or its other
stockholders for breach of any fiduciary duty by reason of any such activities
of such stockholder, or its affiliates, or the participation therein of such
stockholder or its affiliate. Subject to Section (C) of this Article, in the
event that a stockholder or its affiliate acquires knowledge of a potential
transaction or matter which may be a corporate opportunity (as such term is
defined in Section (F)(3) below) for both the stockholder, or an affiliate of a
stockholder, and the Corporation, the stockholder shall have no duty to
communicate or present such corporate opportunity to the Corporation and (to the
fullest extent permitted by law) shall not be liable to the Corporation or its
other stockholders for breach of any fiduciary duty as a stockholder of the
Corporation by reason of the fact that such stockholder or its affiliate pursues
or acquires such corporate opportunity for itself, directs such corporate
opportunity to another person, or does not communicate information regarding
such corporate opportunity to the Corporation.

            (C)   In the event that a director or officer of the Corporation who
is also a director or officer of a stockholder, or an affiliate of a
stockholder, of the Corporation acquires knowledge of a potential transaction or
matter which may be a corporate opportunity for both the Corporation and such
stockholder or its affiliate, to the fullest extent permitted by law, such
director or officer of the Corporation (i) shall be deemed to have fully
satisfied and fulfilled the fiduciary duty of such director or officer to the
Corporation and its stockholders with respect to such corporate opportunity,
(ii) shall not be liable to the Corporation or its other stockholders for breach
of any fiduciary duty by reason of the fact that such stockholder or any of its
affiliates pursues or acquires such corporate opportunity for itself or directs
such corporate opportunity to another person (including, without limitation,
such stockholder or any of its affiliates) or does not communicate information
regarding such corporate opportunity to the Corporation, (iii) shall be deemed
to have acted in good faith and in a manner such person reasonably believes to
be in or not opposed to the best interests of the Corporation, and (iv) shall be
deemed not to have breached his or her duty of loyalty to the Corporation or its
stockholders and not to have derived an improper benefit therefrom, if such
director or officer acts in a manner consistent with the following policy:

                  (1)   a corporate opportunity available to any person who is
an officer of the Corporation (whether or not a director), and who is also a
director but not an officer of a stockholder, or an affiliate of a stockholder,
of the Corporation, shall belong to the Corporation, unless such opportunity is
expressly offered to such person in writing solely in his or her capacity as a
director of such stockholder or its affiliate, in which case such opportunity
shall belong to such stockholder or its affiliate;

                  (2)   a corporate opportunity available to any person who is a
director but not an officer of the Corporation, and who is also an officer
(whether or not a director) of a stockholder, or an affiliate of a stockholder,
of the Corporation shall belong to the Corporation if such opportunity is
expressly offered to such person in writing solely in his or her capacity as a
director of the Corporation, and otherwise shall belong to such stockholder or
its affiliate; and

                  (3)   a corporate opportunity available to any person who is
an officer or director of both the Corporation and a stockholder, or an
affiliate of a stockholder, of the

                                      -5-

<PAGE>

Corporation shall belong to the Corporation, unless such opportunity is
expressly offered to such person in writing solely in his or her capacity as an
officer or director of such stockholder or its affiliate, in which case such
opportunity shall belong to such stockholder or affiliate.

            (D)   Any corporate opportunity that belongs to the Corporation
pursuant to the foregoing paragraphs (1) through (3) shall not be pursued by a
stockholder of the Corporation or any of its affiliates, unless and until the
Corporation determines not to pursue the corporate opportunity and so informs
such stockholder or its affiliates in writing. Notwithstanding the immediately
preceding sentence, if the Corporation does not, within a reasonable period of
time following receipt of written notice of the corporate opportunity given by a
stockholder or any of its affiliates, begin to pursue, or thereafter continue to
pursue, such corporate opportunity, such stockholder or its affiliates may then
pursue such corporate opportunity or direct it to any one or more of its
affiliates.

            (E)   Any person purchasing or otherwise acquiring any interest in
shares of the capital stock of the Corporation shall be deemed to have notice of
and to have consented to the provisions of this Article.

            (F)   For purposes of this Article only:

                  (1)   a director of the Corporation who is Chairman or Vice
Chairman of the Board of Directors of the Corporation or of a committee thereof
shall not be deemed to be an officer of the Corporation by reason of holding
such position (without regard to whether such position is deemed an officer of
the Corporation under the bylaws of the Corporation), unless such person is a
full-time employee of the Corporation;

                  (2)   (A) the term "Corporation" shall mean the Corporation
and its successors by way of merger, consolidation, or sale of all or
substantially all of its assets, and all corporations, partnerships, limited
liability companies, joint ventures, associations and other entities in which
the Corporation beneficially owns, directly or indirectly, 50% or more of the
outstanding voting stock, voting power, partnership interests, or similar voting
interests, and (B) the term "stockholder" shall mean any stockholder of the
Corporation and its successors by way of merger, consolidation, or sale of all
or substantially all of its assets; and

                  (3)   the term "corporate opportunity" shall mean a business
opportunity which (A) the Corporation is financially able to undertake, (B) is,
from its nature, in the line or lines of the Corporation's existing or
prospective business and is of practical advantage to it, and (C) is one in
which the Corporation has an interest or reasonable expectancy.

            (G)   Nothing in this Article shall relieve any director or officer
of his or her obligation to maintain in confidence, and use solely for the
benefit of the Corporation, any confidential information of the Corporation.

            (H)   Neither the amendment, modification, or repeal of this Article
nor the adoption of any provision of this Certificate of Incorporation
inconsistent with this Article shall eliminate or reduce the effect of this
Article in respect of any matter occurring, or any cause of action, suit or
claim that, but for this Article, would accrue or arise, prior to such
amendment, modification, repeal, or adoption.

                                      -6-

<PAGE>

      TWELFTH: The name and mailing address of the incorporator are: Maria
Podoplekina, Kirkpatrick & Lockhart LLP, Henry W. Oliver Building, 535
Smithfield Street, Pittsburgh, Pennsylvania 15222-2312.

      THE UNDERSIGNED, for the purposes of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, does make this certificate,
hereby declaring and certifying that this is my act and deed and the facts
herein stated are true, and accordingly have hereunto set my hand this 5th day
of May, 2004.

                                                    ____________________________
                                                    Maria Podoplekina
                                                    Incorporator

                                      -7-

</TEXT>
</DOCUMENT>
