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                                                                    EXHIBIT 4.1

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                           DALEEN TECHNOLOGIES, INC.

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         Daleen Technologies, Inc., a corporation duly organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
does hereby certify as follows:

         FIRST: In accordance with the requirements of Section 242 of the
General Corporation Law of the State of Delaware, (a) the Board of Directors of
the Corporation, at a meeting duly called and held, duly adopted resolutions:
(i) proposing and declaring advisable the amendments to the Corporation's
Certificate of Incorporation, as amended (the "Certificate of Incorporation"),
set forth herein; and (ii) directing that such amendments be submitted to the
stockholders of the Corporation for consideration, action and approval and (b)
the stockholders of the Corporation duly approved and adopted the amendments to
the Certificate of Incorporation at a special meeting of stockholders duly
called and held in accordance with Sections 211 and 222 of the General
Corporation Law of the State of Delaware.

         SECOND: Article FOURTH of the Certificate of Incorporation is hereby
amended by deleting the first paragraph of such Article FOURTH in its entirety
and substituting in lieu thereof the following:

         "The total number of shares of all classes of stock that the
         Corporation shall have the authority to issue is Two Hundred
         Twenty-One Million Eight Hundred Seventy-Seven Thousand Two Hundred
         Thirty-Six (221,877,236) shares, of which Two Hundred Million
         (200,000,000) shares shall be Common Stock, having a par value of
         $0.01 per share (the "Common Stock"), and Twenty-One Million Eight
         Hundred Seventy-Seven Thousand Two Hundred Thirty-Six (21,877,236)
         shares shall be classified as Preferred Stock, par value $0.01 per
         share (the "Preferred Stock"). The Preferred Stock shall consist of
         3,000,000 shares which shall be designated as the "Series A
         Convertible Preferred Stock" (the "Series A Preferred Stock"),
         1,250,000 shares which shall be designated as the "Series B
         Convertible Preferred Stock" (the "Series B Preferred Stock"),
         1,222,222 shares which shall be designated as the "Series C
         Convertible Preferred Stock" (the "Series C Preferred Stock"),
         4,221,846 shares which shall be designated as the "Series D
         Convertible Preferred Stock" (the "Series D Preferred Stock"), 686,553
         shares which shall be designated as the "Series D-1 Convertible
         Preferred Stock" (the "Series D-1 Preferred Stock"), 1,496,615 shares
         which shall be designated as the "Series E Convertible Preferred
         Stock" (the "Series E Preferred Stock"), and 588,312 shares which
         shall be designated as the "Series F Convertible Preferred Stock" (the
         "Series F Preferred Stock"), with the remaining Preferred Stock having
         no designations or preferences set forth herein. The Board of
         Directors is expressly authorized to provide for the classification
         and reclassification of any unissued shares of Common Stock or
         Preferred Stock and the issuance thereof in one or more classes or
         series without the approval of the stockholders of the Corporation.
         The designations, relative rights, preferences and limitations of each
         class of shares of the Corporation shall be as follows:"

         THIRD: The Certificate of Incorporation is hereby amended by deleting
Article FOURTH, Part B - VII, Section 2 in its entirety and substituting in
lieu thereof the following:

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                  "Section 2.       Designation of the Number of Shares. There
         shall be a series of Preferred Stock that shall be designated as
         "Series F Convertible Preferred Stock". The Series F Preferred Stock
         shall consist of 588,312, shares shall be entitled to dividends when,
         as and if declared pursuant to Section 3 hereof, shall be entitled to
         a preference in liquidation as provided in Section 4 hereof, shall be
         convertible as provided in Section 6 hereof, and shall be entitled to
         vote as provided in Section 7 hereof."

         FOURTH: The Certificate of Incorporation is hereby amended by deleting
Article FOURTH, Part B - VII, Section 5 in its entirety and substituting in
lieu thereof the following:

                  "Section 5.       Redemption.

                  (a) No holder of Series F Preferred Stock shall have the
         right solely by virtue of holding such stock to require redemption of
         such shares nor, except as set forth in Section 5(b) below, shall the
         Corporation have the right to call or require redemption of any shares
         of Series F Preferred Stock.

                  (b) Unless otherwise agreed by the holders of at least a
         majority of the outstanding shares of Series F Preferred Stock, voting
         or consenting as a separate class, in the event of:

                      (i) the acquisition of the Corporation by another entity
                  by means of merger or consolidation resulting in the exchange
                  of at least 50% of the outstanding shares of capital stock of
                  this Corporation for securities issued or other consideration
                  paid by the acquiring entity or any parent or subsidiary
                  thereof (except for a merger or consolidation after the
                  consummation of which the stockholders of the Corporation
                  immediately prior to such merger or consolidation own in
                  excess of 50% of the voting securities of the surviving
                  corporation or its parent corporation); or

                      (ii) the sale or other disposition by the Company of
                  substantially all of its assets (other than an sale or
                  transfer of assets to one or more wholly-owned subsidiaries
                  of the Corporation),

         the Corporation shall redeem all of the then issued and outstanding
         shares of Series F Preferred Stock for a redemption price equal to the
         Preferential Amount. Notwithstanding the foregoing, neither the sale
         by the Company of PartnerCommunity, the distribution to the
         Corporation's stockholders of the Corporation's capital stock in
         PartnerCommunity, any transaction resulting in a reduction in the
         Corporation's ownership interest in PartnerCommunity, nor the sale by
         PartnerCommunity of shares of its capital stock or its assets to any
         other entity or person shall be deemed to be a merger or consolidation
         or sale or other disposition of substantially all of the assets of the
         Corporation as contemplated by this Section 5(b).

                  (c) Notwithstanding the forgoing Section 5(b), such Section
         shall not be applicable, nor shall the Corporation be required to
         redeem any issued and outstanding shares of Series F Preferred Stock
         in connection with or upon the consummation of the transactions
         contemplated by the Asset Purchase Agreement dated October 7, 2002, by
         and among the Corporation, Daleen Solutions, Inc. and Abiliti
         Solutions, Inc. (the "Abiliti Asset Purchase Agreement") or the
         Investment Agreement dated October 7, 2002, among the Corporation,
         Behrman Capital II, L.P. and Strategic Entrepreneur Fund II, L.P. (the
         "Behrman Investment Agreement")."

         FIFTH: The Certificate of Incorporation is hereby amended by deleting
Article FOURTH, Part B - VII, Section 6(e)(iv)(E) in its entirety and
substituting in lieu thereof the following:

                    "(E) There shall be no adjustment of the Conversion Price
         pursuant to Section 6(e)(iv) in the case of Common Stock, Options or
         Convertible Securities to be issued (1) to an employee, consultant,
         officer or director of the Corporation or Subsidiary pursuant to any
         stock-based incentive plan or agreement that has been duly approved by
         the Corporation's Board of Directors (including, without limitation,
         the Daleen Technologies, Inc. Amended and Restated 1999 Stock
         Incentive Plan), (2) upon the issuance of no more than $5,000,000 of
         Common Stock, Options or Convertible Securities to investors who the
         Board of Directors of the Corporation determines are strategic to the
         future success of the Corporation, (3) upon the


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         issuance of Common Stock, Options or Convertible Securities in
         transactions where the Corporation is acquiring all or substantially
         all of a third-parties' assets or voting securities in a transaction
         that would constitute a change of control for such third party, (4)
         upon conversion of the Series F Preferred Stock or upon exercise of
         the Warrants (as defined in the Securities Purchase Agreement dated as
         of March 30, 2001, by and among the Corporation and the purchasers of
         Series F Preferred Stock named therein (the "SECURITIES PURCHASE
         AGREEMENT")), (5) in connection with the transactions contemplated by
         the Abiliti Asset Purchase Agreement or the Behrman Investment
         Agreement (each as defined in Article FOURTH, Part B - VII, Section
         5(c) above), including without limitation the issuance of Common
         Stock, Series F Preferred Stock, Options and/or Convertible Securities
         in connection therewith and the issuance of Common Stock upon
         conversion or exercise of the Series F Preferred Stock, Options and
         Convertible Securities issued in connection therewith, or (6) upon the
         exercise or conversion of Options, Convertible Securities, warrants or
         other securities or instruments convertible into Common Stock granted
         prior to March 30, 2001."

         SIXTH: That this Certificate of Amendment to the Certificate of
Incorporation shall become effective upon filing with the Delaware Secretary of
State pursuant to Section 103(d) of the General Corporation Law.


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                  [SIGNATURE PAGE TO CERTIFICATE OF AMENDMENT]

         IN WITNESS WHEREOF, Daleen Technologies, Inc. has caused this
Certificate of Amendment to the Certificate of Incorporation to be executed by
James Daleen, its President and Chief Executive Officer, on December 20, 2002.

                             DALEEN TECHNOLOGIES, INC.



                             By:  /s/ James Daleen
                                  --------------------------------------------
                                  Name:    James Daleen
                                  Title: President and Chief Executive Officer


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