<PAGE>





                                                                    EXHIBIT 10.2


                            DALEEN TECHNOLOGIES, INC.

                        INDEPENDENT CONSULTANT AGREEMENT

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  CONSULTANT NAME AND ADDRESS:                         CONSULTANT PHONE:
   James Daleen                                          CONSULTANT FAX:
                                                     DTI CONTACT PERSON:

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THIS INDEPENDENT CONSULTANT AGREEMENT (the "Agreement") is made effective upon
the termination of the Employment Agreement dated September 20, 2002 between
James Daleen and Daleen Technologies, Inc. (the "Effective Date") by and between
Daleen Technologies, Inc., a Delaware corporation located at 902 Clint Moore
Road, Suite 230, Boca Raton, Florida 33487 ("DTI"), and the "Consultant"
identified above. For purposes hereof, DTI and Consultant may collectively be
referred to as the "Parties".

                             BACKGROUND INFORMATION

A.       WHEREAS, DTI desires to contract for certain services as described on
         the attached Schedule A from Consultant pursuant to the terms and
         conditions of this Agreement; and

B.       WHEREAS, Consultant desires to provide consulting services to DTI, upon
         the terms and subject to the conditions of this Agreement.

                                   PROVISIONS

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein
contained, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.       SERVICES, COMPENSATION, WARRANTY, REPRESENTATION.

1.1      Consultant agrees to provide those consulting services to DTI as set
         forth on the attached Schedule A (the "Services") and in accordance
         with the provisions of this Agreement.

1.2      DTI will pay Consultant $13,500 per month on the 1st day of each
         consecutive month during the term of this Agreement as set forth in
         Section 8.1.

1.3      DTI will pay those expenses of Consultant set forth on Schedule A which
         are incurred in connection with Consultant's delivery of Services
         hereunder, provided such expenses are approved in advance by DTI.
         Consultant shall submit monthly expense reports and deliver to DTI
         copies of all expense receipts. In addition, Consultant agrees to
         provide DTI with applicable tax forms upon DTI's request.

1.4      Consultant shall be eligible for the long term incentive compensation
         plan ("LTIP") as described in Schedule C to this Agreement.
         Consultant's interest in the LTIP shall be vested 25% at grant and the
         remaining 75% shall vest ratably on a monthly basis over a 3 year
         period and for six months after the greater of, the length of this
         Agreement or any similar agreement reached to extend the duration of
         the consulting period ("Extension"). Upon termination or expiration of
         this Agreement or any Extension, any LTIP interest vested in accordance
         with this Agreement shall, at the option of the Company, either be (i)
         cashed out by DTI based upon the value of DTI as of the date of
         termination as determined by independent appraisal or (ii) retained by
         the Consultant and paid out pursuant to the terms of the LTIP on the
         same basis as it would have been paid had the Consultant's Agreement or
         Extension not terminated. In the event (i) a Payout Event (as defined
         in the LTIP) occurs and (ii) this Agreement or an Extension is
         terminated or not extended in anticipation of or as a result of a
         Change of Control (as defined in the LTIP), then the Consultant's
         remaining unvested portion of the plan, if any, shall immediately vest
         in full. The Consultant's Participation Percentage (as defined in the
         LTIP) shall be 15%. Upon termination or expiration of


<PAGE>


         this Agreement or any Extension, Consultant's stock options shall
         remain exercisable for one year from the termination or expiration
         date.

1.5      Consultant warrants that the Services to be provided under this
         Agreement shall be performed by consultant in a professional manner
         conforming to generally accepted industry standards and practices.
         Consultant represents and warrants to DTI that Consultant is fully
         empowered to enter and perform Consultant's obligations under this
         Agreement. Consultant further warrants that Consultant is under no
         restrictive covenants to any person or entity that will be violated by
         entering into and performing this Agreement. Consultant agrees that
         this Agreement constitutes the valid and legally binding obligation of
         Consultant enforceable in accordance with its terms.

2.       STATUS OF CONSULTANT. In performing the Services, nothing in this
         Agreement shall be construed to create the relationship of
         employer-employee, principal-agent or master-servant, either expressed
         or implied. Further, the relationship between the Parties is that of
         contract, Consultant being an independent contractor, free from
         interference or control by DTI in the performance of Services, subject
         only to the terms of this Agreement. Neither DTI nor Consultant has the
         authority to bind or incur any obligation for the other, and each
         agrees that Consultant will not hold itself out to any third party as
         having, or act toward any third party in any manner which would suggest
         that they have, any such authority.

3.       TAX AND INSURANCE. Consultant acknowledges that, as an independent
         contractor, Consultant is not covered by DTI's workers' or unemployment
         compensation insurance. Additionally, Consultant agrees that no
         withholding will be made by DTI for any Federal, state, local, Social
         Security, Medicare or other taxes (for any governmental or other
         agency) from any amounts paid to Consultant by DTI under this
         Agreement. Consultant further agrees to be solely and personally
         responsible for the payment of all such taxes from the compensation or
         other remuneration paid Consultant under this Agreement.

4.       DEFINITION OF CONFIDENTIAL INFORMATION.

4.1      For purposes of this Agreement, the term "Confidential Information"
         means all of the following materials and information (whether or not
         reduced to writing and whether or not patentable or protectible by
         copyright) which Consultant receives or receives access to in
         connection with its providing Services to DTI:

         (a)      Any information related to the business, marketing, marketing
                  programs, customer lists, leads, sales and financial
                  information and strategies of DTI;

         (b)      Computer software, copyrights, and related documentation,
                  Developments (defined in Section 5), technical data,
                  specifications, designs, concepts, discoveries, improvements,
                  product plans, research and development, and all existing and
                  future products and technology developed or derived therefrom;

         (c)      Any information or materials received by DTI from a third
                  party which DTI is under a covenant to maintain its
                  confidentiality, provided DTI notifies Consultant of its
                  obligation; and

         (d)      Any other materials or information related to the business or
                  activities of DTI which are not generally known to others
                  engaged in similar businesses or activities.

4.2      Failure to mark any of the Confidential Information as proprietary or
         secret shall not affect its status as part of the Confidential
         Information under the terms of this Agreement.

5.       TREATMENT OF INFORMATION.

5.1      Consultant acknowledges that, as a result of its providing Services to
         DTI, Consultant will have access to and may be making use of, DTI's
         Confidential Information. Consultant also agrees that all software and
         related documentation of DTI is deemed a valuable trade secret of DTI.
         Consultant agrees that all of such Confidential Information:

         (a)      Shall not be distributed, disclosed or disseminated in any way
                  or form by Consultant to any third party except with the prior
                  written permission of DTI;



                                      -2-
<PAGE>



         (b)      Shall be treated by Consultant with the same degree of care to
                  avoid disclosure to any third party as is used with respect to
                  Consultant's own information of like importance which is to be
                  kept secret, but no less than a reasonable amount of care
                  under the circumstances; and

         (c)      Shall not be used by Consultant for Consultant's own purposes
                  except as otherwise expressly stated herein, without the
                  express prior written permission of DTI.

5.2      Consultant agrees that all right, title and interest in any
         Confidential Information and any changes, modification, enhancements or
         derivative works therefrom shall be and remain the exclusive property
         of DTI. All notes, data, tapes, disks, reference items, memoranda,
         records, apparatus and other materials in any way relating to any of
         the Confidential Information or to DTI's business shall belong
         exclusively to DTI.

5.3      The Parties agree that all Services (and all resulting work products)
         performed hereunder shall be work-for-hire for the benefit of DTI.
         Consultant hereby grants, transfers and assigns to DTI all of
         Consultant's rights, title and interest, if any, in any and all
         Developments, including rights to translation and reproductions in all
         forms or formats and the copyrights and patent rights thereto, if any,
         and Consultant agrees that DTI may copyright said materials in DTI's
         name and secure renewal, reissues and extensions of such copyrights for
         such periods of time as the law may permit. "Developments" is defined
         as any idea, invention, process, design, concept, or useful article
         (whether the design is ornamental or otherwise), computer program,
         documentation, literary work, audiovisual work and any other work of
         authorship, hereafter expressed, made or conceived in the scope of
         Consultant's employment or engagement and solely or jointly by
         Consultant during Consultant's engagement whether or not subject to
         patent, copyright or other forms of protection and including trade
         secrets, know-how and software techniques. During and after the term of
         this Agreement, Consultant will do whatever is requested by DTI, at its
         expense, to transfer all Developments to DTI and to sign documents or
         otherwise assist in obtaining, confirming, and enforcing DTI's rights
         in the Developments.

5.4      Consultant acknowledges that the copyrights in Developments created by
         Consultant belong to DTI by operation of law, or may belong to a party
         engaged by DTI by operation of law pursuant to a works for hire
         contract between DTI and such contracted party. To the extent the
         copyrights in such works may not be owned by DTI or such contracted
         party by operation of law, Consultant hereby assigns to DTI or such
         contracted party, as the case may be, all copyrights (if any)
         Consultant may have in Developments.

5.5      Items not assigned by this Agreement must be listed and described on
         the attached Schedule of Separate Works attached hereto as Schedule B.
         Consultant agrees not to include any party of such items in the
         materials Consultant prepares for DTI unless and until such items are
         licensed or assigned to DTI under separate written agreement.

5.6      At all times hereafter, Consultant agrees promptly to disclose to DTI
         all Developments, to execute separate written assignments to DTI at
         DTI's request, and to assist DTI in obtaining patents or copyrights in
         the U.S. and in other countries, on any Developments assigned to DTI
         that DTI, in its sole discretion, seeks to patent or copyright.
         Consultant also agrees to sign all documents, and do all things
         necessary to obtain such patents or copyrights, to further assign them
         to DTI, and to reasonably protect them and DTI against infringement by
         other parties at DTI expense with DTI prior approval.

5.7      Consultant irrevocably appoints any DTI-selected designee to act, at
         all time hereafter, as his agent and attorney-in-fact to perform all
         reasonable acts to obtain patents and/or copyrights related to
         Developments as defined and required by this Agreement if Consultant
         (i) refuses to perform those acts or (ii) is unavailable, within the
         meaning of the United States Patent and Copyright laws. Consultant
         expressly intends it that the foregoing power of attorney be coupled
         with an interest.

5.8      Consultant shall keep complete, accurate, and authentic information and
         records on all Developments in the manner and form reasonably requested
         by DTI. Such information and records, and all copies thereof, shall be
         the property of DTI as to any Developments assigned to DTI. Consultant
         agrees to promptly surrender such information and records at the
         request of DTI as to any Developments.



                                      -3-
<PAGE>


5.9      Consultant shall not disclose to DTI, use in DTI's business, or cause
         DTI to use any information or material that is confidential to any
         third party unless DTI has a written agreement with the third party
         allowing DTI to receive and use the confidential information or
         materials. Consultant will not incorporate into Consultant's work any
         material that is subject to the copyrights of any third party unless
         DTI has the right to copy and incorporate such copyrighted material.

6.       NON-SOLICATION, PROTECTION OF TRADE SECRETS, CONFLICT OF INTEREST.

6.1      During the term of this Agreement, Consultant may learn Confidential
         Information essential to the business and competitive position of DTI,
         including, without limitation, customer information, business
         strategies, financial information, employee information, source and
         object codes, and other trade secrets that would unfairly disadvantage
         DTI were Consultant to use or disclose such information in business
         activities competitive with DTI. To protect DTI's Confidential
         Information and its relationships with its employees, Consultant will
         not, during the term of this Agreement and for one (1) year immediately
         following its termination (or expiration, if applicable), either as an
         individual on Consultant's own account or as a partner, employee,
         agent, Consultant, officer, director, stockholder, or otherwise:

         (a)      Hire, solicit for hire, refer, or retain the services of any
                  DTI employee for any matter whatsoever, directly or
                  indirectly, during the period of time which said employee is
                  employed by DTI and for six (6) months thereafter; or

         (b)      Engage in, consult with, or accept employment from any
                  business in current or prospective competition with DTI where
                  such engagement, consultation, or employment is likely to
                  require Consultant to use or disclose Confidential
                  Information.

6.2      Consultant agrees to devote his primary efforts to the service of DTI
         and the promotion of DTI's interests to the extent of the time
         expectations in Schedule A. Consultant further agrees never to enter
         into any relationship, and to immediately sever any existing
         relationship, whether such relationship is one for monetary gain, or
         not, that compromises Consultant's ability to act in the best interests
         of DTI, or detracts from Consultant's ability to perform Consultant's
         responsibilities and obligations.

7.       REASONABLENESS OF RESTRICTIVE COVENANTS AND SEVERABILITY.

7.1      Consultant has carefully read and considered the provisions of Sections
         5 and 6 of this Agreement, and having done so, agrees that the
         restrictions in such sections are fair and reasonable and are
         reasonably required for the protection of the interests of DTI.

7.2      The provisions of this Agreement are severable, and if any one or more
         provisions is prohibited or otherwise unenforceable, in whole or in
         part, in any jurisdiction, the remaining provisions of this Agreement,
         including the remaining portion of any partially unenforceable
         provision, shall be binding and enforceable to the extent enforceable
         in such jurisdiction, and any such prohibition or unenforceability in
         any such jurisdiction shall not invalidate or render unenforceable such
         provisions) in any other jurisdiction.

8.       TERM AND TERMINATION OF THE AGREEMENT.

8.1      The term of this Agreement shall commence as of the Effective Date and
         shall remain in effect for a period of six (6) months. In the event of
         a breach of this Agreement by either Party which is not cured within
         fifteen (15) days of its receipt of written notice thereof, this
         Agreement may be immediately terminated.

8.2      In the event of the termination or expiration of this Agreement, the
         following provisions shall apply:

         (a)      Unless otherwise agreed upon in writing by the Parties,
                  Consultant shall cease performing Services and shall submit an
                  invoice for any expenses which may be due Consultant under
                  this Agreement as of the date of termination;



                                      -4-
<PAGE>



         (b)      Consultant shall deliver to DTI all Confidential Information
                  and materials and all records pertaining to DTI's business
                  operations and related to any work performed for DTI, all DTI
                  property, and any and all third party property, including
                  those materials referred to in Sections 4 and 5 of this
                  Agreement and any documents or media containing the names,
                  addresses, and other information with regard to customers or
                  potential customers of DTI, together with all copies thereof
                  and all notebooks, notes, reports and any other materials on
                  electronic or printed media, in Consultant's possession or
                  under Consultant's control and to certify in writing to DTI
                  that all of such materials have so been returned; and

         (c)      The Parties agree to cooperate fully and to provide promptly
                  all information necessary or useful relating hereto.

8.3      The duties and obligation of Sections 3, 4, 5, 6, 7, 8 and 9 of this
         Agreement shall survive the termination of this Agreement. Consultant
         will indemnify DTI for damages, liabilities and costs associated with
         Consultant's breach of any of the provisions of this Agreement or the
         intentional acts of Consultant.

9.       MISCELLANEOUS.

9.1      All communications between the Parties with respect to any of the
         provisions of this Agreement shall be in writing, and shall be sent by
         personal delivery or by airmail, facsimile transmission or other
         commercial means of rapid delivery, postage or costs of transmission
         and delivery prepaid, to Consultant as set forth in the preamble of
         this Agreement, or to DTI (attention DTI Contact Person with a copy to
         Legal Department), until such time as either Party provides the other
         not less than ten (10) days' prior written notice of a change of
         address in accordance with these provisions.

9.2      This Agreement is based on the services of Consultant. No Services or
         rights or obligations associated therewith may be assigned or
         transferred by Consultant without the prior written consent of DTI. Any
         attempt by Consultant to assign or transfer any of the rights, duties,
         or obligations of this Agreement without DTI's written consent is void.

9.3      Consultant understands and agrees that DTI may suffer irreparable harm
         in the event that Consultant breaches any of Consultant's obligations
         under this Agreement. Accordingly, Consultant agrees that, in the event
         of said breach, DTI, in addition to any other rights, remedies or
         damages available to it at law or in equity, DTI may be entitled to a
         temporary restraining order, preliminary injunction and permanent
         injunction in order to prevent or to restrain any such breach by
         Consultant.

9.4      Consultant represents that Consultant's performance of all the terms of
         this Agreement and any Services to be rendered as an independent
         contractor of DTI do not and shall not breach any fiduciary or other
         duty or any covenant, agreement or understanding (including, without
         limitation, any agreement relating to any proprietary information,
         knowledge or data acquired by Consultant in confidence, trust or
         otherwise prior to its performing consulting services for DTI) to which
         Consultant is a party or by the terms of which Consultant may be bound.
         Consultant covenants and agrees that Consultant shall not disclose to
         DTI, or induce DTI to use, any such proprietary information, knowledge
         or data belonging to any previous employer, contractor or others.
         Consultant further covenants and agrees not to enter into any agreement
         or understanding, either written or oral, in conflict with the
         provisions of this Agreement.

9.5      This Agreement shall be interpreted and enforced in accordance with the
         laws of the State of Florida. Each of the parties submits to the
         jurisdiction of any state or federal court sitting in Palm Beach
         County, Florida, in any action or proceeding arising out of or relating
         to this Agreement and agrees that all claims in respect of the action
         or proceeding may be heard and determined by any such court. Each party
         also agrees not to bring any action or proceeding arising out of or
         relating to this Agreement in any other court. Each of the parties
         waives any defense of inconvenient forum to the maintenance of any
         action or proceeding so brought and waives any bond, surety, or other
         security that might be required of any other party with respect
         thereto. Consultant agrees and consents to venue in Palm Beach County,
         Florida and to the in personam jurisdiction of the aforementioned
         courts.



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9.6      This Agreement and the agreements referenced herein represent the sole
         and entire agreement between the parties and supersedes any and all
         prior agreements, negotiations, and discussions between the parties or
         their respective counsel with respect to the subject matters covered in
         this Agreement. The Parties acknowledge that each Party may have
         additional rights and obligations as set forth in the Amended and
         Restated Employment Agreement dated September 27, 2002. This Agreement
         may be modified only by a writing signed by both parties.

9.7      If either party initiates proceedings for the other's breach of this
         Agreement, the prevailing party shall recover attorneys' fees and
         costs, including such fees and costs on any enforcement or appeal
         proceedings.

9.8      This Agreement may be executed in two counterparts, each of which shall
         constitute an original, but all of which together shall constitute one
         and the same document.

9.9      The term "DTI" refers to Daleen Technologies, Inc., a Delaware
         corporation, any or all current or former affiliated corporations,
         parent corporations, partnerships, divisions, related companies and
         subsidiaries.

9.10     The term "Consultant" refers to the Consultant named above, the
         Consultant's heirs, executors, guardians, administrators, successors,
         and assigns, and each of them, jointly and severally.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the date set forth below.

CONSULTANT:                                          DALEEN TECHNOLOGIES, INC.:


Sign /s/ James Daleen                             BY: /s/ Jeanne Prayther
     --------------------------------                 -------------------------

Print: James Daleen                               NAME: Jeanne Prayther
     --------------------------------                   ------------------------

Date: October 11, 2002                            TITLE: Chief Financial Officer
      -------------------------------                    -----------------------

                                                  DATE: October 11, 2002
                                                        ------------------------



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<PAGE>



                        INDEPENDENT CONSULTANT AGREEMENT

                                   SCHEDULE A


<TABLE>
<S>                                              <C>
-----------------------------------------------------------------------------------------------------------------
                                                 -  Post closing transition support as needed
    DESCRIPTION OF SERVICES:                     -  Support of aggregation strategy as needed
                                                 -  Promote the companies attributes to institutional money
                                                    managers and industry analysts as needed
                                                 -  Other responsibilities as defined by the BOD or agreed to
                                                    between the CEO and Consultant
-----------------------------------------------------------------------------------------------------------------
                                                 -  2 weeks per month (10 business days) for the term of the
    ESTIMATED TIME COMMITMENT:                      Agreement (6 months)
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                                                 -  $13,500 per month
    RATES/FEES:
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                                                 -  All reasonable business and travel expenses in the support
    EXPENSES:                                       of the Agreement, including travel to the Company's office in
                                                    Boca Raton when needed
-----------------------------------------------------------------------------------------------------------------



    Consultant Signature:                                          Daleen Technologies, Inc.

      /s/ James Daleen                                             /s/ Jeanne Prayther
    --------------------------------                               -----------------------------
                                                                   By: Jeanne Prayther
                                                                       -------------------------
    Date: October 11, 2002                                         Its: Chief Financial Officer
          --------------------------                                    ------------------------
                                                                   Date: October 11, 2002
                                                                         -----------------------
</TABLE>



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<PAGE>



                                   SCHEDULE B

                           SCHEDULE OF SEPARATE WORKS


         The following are works that are not assigned by the INDEPENDENT
CONSULTANT AGREEMENT, in which Consultant has any right, title or interest, and
which were conceived or written either wholly or in part by Consultant, prior to
or outside the scope of Consultant's engagement by DTI.

DESCRIPTION:  (If none, enter the word "None")

         None.



Indicate any item listed above that has been published, registered as a
copyright, or is or has been the subject of a patent application:





Indicate the name of such organization or third party that also has rights in
any of the listed items (such as former employers, partners, etc.):




The foregoing is complete and accurate to the best of Consultant's knowledge.



Consultant's Signature:    /s/ James Daleen              Date: October 11, 2002
                           --------------------------          ----------------



Consultant's Printed Name: James Daleen





                                      -8-



<PAGE>
                                  SCHEDULE C

                            DALEEN TECHNOLOGIES, INC.
                      LONG-TERM INCENTIVE COMPENSATION PLAN

                                    ARTICLE I

                           PURPOSE AND EFFECTIVE DATE

         1.01     Purpose. The purpose of the Daleen Technologies, Inc.
Long-Term Incentive Compensation Plan is to attract and retain Employees and
provide appropriate incentive to other eligible Participants by providing
Participants with a long-term opportunity to share in the appreciation of the
Company's value.

         1.02     Effective Date. This Plan shall become effective as of the
Closing Date as defined in the Asset Purchase Agreement among the Company,
Daleen Solutions, Inc. and Abiliti Solutions, Inc., dated October 7, 2002.

                                   ARTICLE II

                                   DEFINITIONS

         2.01     Definitions. For purposes of this Plan, the following terms
shall have the following meanings:

                  (a)      "Board" shall mean the board of directors of the
         Company. The Compensation Committee of the Board may exercise any
         authority reserved to the Board under this Plan.

                  (b)      "Common Stock" shall mean the Common Stock of the
         Company.

                  (c)      "Company" shall mean Daleen Technologies, Inc., a
         Delaware corporation.

                  (d)      "Employee" shall mean an employee of the Company.

                  (e)      "Enterprise Value" shall mean for purposes of the
         calculation of the Payout Equity Pool, (i) in the case of a sale of
         100% of the common stock, preferred stock and other equity securities
         of the Company, the then fair market value of the securities or other
         consideration paid for such equity securities and (ii) in the case of
         any other transaction, the implied pre-tax value of the equity of the
         Company in such transaction. In each case, the fair market value of
         securities or other consideration or assets or implied value of the
         equity of the Company shall be determined in good faith by the Board
         without applying any discounts or premiums and without regard to the
         amounts payable under this Plan.

                  (f)      "Options" shall mean (i) the vested portion of any
         stock options to acquire Common Stock or other capital securities of
         the Company granted to each Participant as of or prior to the Effective
         Date and held by such Participant at the time of a Payout Event, (ii)
         the vested portion of any stock options to acquire Common Stock or
         other capital securities of the Company granted to each Participant
         after the Effective Date and held by such Participant at the time of a
         Payout Event and which the Board has designated at grant to be
         "Options" for purposes of the Plan, and (iii) all such stock options
         described in (i) and (ii) above that would have been so held but for a
         prior exercise of such stock option by or on behalf of the Participant.

                  (g)      "Option Shares" shall mean the shares of Common Stock
         or other capital securities of the Company underlying a Participant's
         Options.

                  (h)      "Option Value" shall mean, for any Participant, the
         excess of (i) the aggregate value of all of that Participant's Option
         Shares at the time of a Payout Event based upon the value attributable
         to the Common Stock in connection with such Payout Event over (ii) the
         aggregate exercise price of such Participant's Options.


                                      -9-
<PAGE>
                  (i)      "Participant" shall mean, with respect to the Payout
         Equity Pool, any Employee of the Company, individual, or specified
         entity who is eligible to participate in such Payout Equity Pool, as
         provided in Section 3.01.

                  (j)      "Participation Percentage" shall mean, with respect
         to a Participant's participation in the Payout Equity Pool, the
         percentage assigned by the Board. The Participation Percentage assigned
         to a Participant shall be communicated to the Participant in writing.

                  (k)      "Payout Equity Pool" shall mean, with respect to a
         Payout Event, the sum of (i) 15% of the excess of (A) the amount of the
         Enterprise Value not exceeding $100,000,000 over (B) $20,000,000, and
         (ii) 10% of the amount by which the Enterprise Value exceeds
         $100,000,000. The Payout Equity Pool is notional only; no segregation
         of securities or other assets is intended or required.

                  (l)      "Payout Event" shall mean any (i) liquidation,
         dissolution or winding up of the Company; (ii) a sale of all or
         substantially all of the assets of the Company to a third party; (iii)
         a merger or consolidation of the Company with or into another entity
         pursuant to which (a) the capital stock of the Company outstanding
         immediately prior to the merger or consolidation is converted into or
         exchanged for securities of another entity or cash or property and (b)
         the stockholders of the Company immediately prior to the merger or
         consolidation own less than 50% of the combined voting stock of the
         surviving company (or the parent of the surviving company) in the
         merger or consolidation.; or (iv) a sale or other disposition in one
         transaction or series of transactions, regardless of the form of the
         transaction or of the form of consideration received, of 60% or more
         (based on voting control) of the capital stock of the Company to a
         single person or group (within the meaning of Rule 13d-5(b)(1)
         promulgated by the Securities and Exchange Commission under the
         Securities Exchange Act of 1934, as amended).

                  (m)      "Plan" shall mean the Daleen Technologies, Inc.
         Long-Term Incentive Compensation Plan, as the same may be amended from
         time to time.

                  (n)      "Unallocated Equity Pool" shall mean that percentage
         of the Payout Equity Pool that is not allocated to a specific
         Participant at the time of a Payout Event.

                                   ARTICLE III

                            OPERATION OF THE PROGRAM

         3.01     Eligibility. The initial Participants shall be those
Employees, individuals or others as set forth in Exhibit A attached to this
Plan. Prior to a Payout Event, additional Participants may be designated by the
Board. The Unallocated Equity Pool, including any portion of the Payout Equity
Pool forfeited or otherwise terminated in accordance with Section 3.04 hereof,
will be distributed as determined by the Board; provided, however, that the
Board shall not be required to distribute any of the Unallocated Equity Pool.
The Board may, at the time of grant of a Plan interest to a Participant,
establish vesting, forfeiture and other terms and conditions applicable to such
grant.

         3.02     Distribution of the Payout Equity Pool

                  (a)      As soon as practicable after the occurrence of a
         Payout Event, the Board shall determine and approve the Payout Equity
         Pool as of the date of the Payout Event.

                  (b)      As soon as practicable after the Board approves the
         calculation of the Payout Equity Pool, the Company shall pay to each
         Participant an amount equal to (i) the Payout Equity Pool multiplied by
         (ii) that Participant's Participation Percentage, reduced by (iii) that
         Participant's Option Value.

                  (c)      Payment of the amounts described in (b) above may be
         made in cash or in the same consideration as is paid to the Company's
         stockholders in connection with the Payout Event. Such determination
         shall be made by the Board. If some or all of such payment is paid in
         property other than cash, the value of the portion of such distribution
         or consideration not paid in cash shall be the


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<PAGE>
         fair market value of such property as determined in good faith by the
         Board of Directors of the Company. In the event that all or any portion
         of payments made to Participants consists of consideration other than
         cash or immediately tradable securities, the Company shall use
         reasonable best efforts to make appropriate arrangements to ensure that
         Participants have sufficient cash as part of the payout under the Plan
         to pay taxes incurred with respect to such payments, or, if sufficient
         cash is not available for distribution as part of the payout, the
         Company shall use reasonable best efforts to distribute as part of the
         payout publicly traded stock that has been registered under the
         Securities Act of 1933, as amended, sufficient to pay such taxes.

         3.03     Payments to Former Employees. If, at the time a payment is to
be made pursuant to Section 3.02 above, a Participant is no longer employed by
the Company, the Board shall determine, in its sole discretion, whether and
under what conditions payment shall be made to such former Employee; provided,
however, that the Board shall be entitled to make such determination at any time
prior to such payment; and provided, further, that if the Participant is a party
to an employment agreement with the Company, payment to such Participant shall
be made in accordance with the terms of such agreement.

         3.04     Certain Adjustments. In the event of any acquisition, stock
issuance, reorganization, merger, consolidation or similar transaction involving
the Company, other than a Payout Event, that would have the effect of diluting
the percentage equity ownership (in the Company or its successor) of the
Company's then existing stockholders, or enlarging the rights of Participants
hereunder, the Board may make equitable and reasonable adjustments to the
Participation Percentages of Participants and/or the method of calculating the
Payout Equity Pool (including changes in the percentages set forth in Section
2.01(k)(i) and (ii)) in order to adjust the Payout Equity Pool to reflect
approximately the same level of dilution to the Payout Equity Pool as the
dilution of the Company's capital stock resulting from said transaction.

                                   ARTICLE IV

                      AMENDMENT, TERMINATION AND CONVERSION

         4.01     Amendment and Termination. The Board may, in its sole and
complete discretion, amend or terminate this Plan at any time and for any reason
that the Board deems necessary or appropriate. The termination or amendment of
the Plan shall not adversely affect any Participant's rights previously granted
under the Plan unless approved by Participants holding in the aggregate more
than one-half of the total Participation Percentages then outstanding. This Plan
shall terminate upon the payment of all amounts payable following Payout Event.

         4.02     Plan Conversion. At any time after the adoption of this Plan,
the Board may elect to replace this Plan in its entirety by a new equity-based
compensation plan; provided, however, that any such new plan shall be
substantially equivalent to or more favorable than this Plan for Participants
from a financial and tax standpoint.

                                    ARTICLE V

                                  MISCELLANEOUS

         5.01     Governing Law and Venue. All rights under this Plan shall be
governed and construed in accordance with the laws of the State of Florida. The
parties acknowledge that a substantial portion of negotiations, anticipated
performance and execution of this Agreement occurred or shall occur in Boca
Raton, Florida, therefore, each of the parties irrevocably and unconditionally
(a) agrees that any suit, action or legal proceeding arising out of or relating
to this Agreement must be brought in Boca Raton, Florida; (b) consents to the
jurisdiction of such court in any suit, action or proceeding; (c) waives any
objection which it may have to the laying of venue of any such suit, action or
proceeding in any of such courts; and (d) agrees that service of any court paper
may be effected on such party by mail, as provided in this Agreement, or in such
manner as may be provided under applicable laws or court rules in the State of
Florida.


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<PAGE>
         5.02     Funding. All cash payments under the Plan will be made from
the general assets of the Company. Any shares issued in payment of the Company's
obligations under this Plan may be newly-issued shares or treasury shares. No
portion of the assets of the Company will be segregated or separately
identifiable as a source of payment under the Plan.

         5.03     Withholding Taxes. The Company shall withhold from any
payment to be made to a Participant under the terms of the Plan an amount
sufficient to satisfy the Company's withholding obligation under any federal,
state or local withholding tax requirement applicable to such payment and shall
promptly remit the withheld amount to the appropriate taxing bodies.

         5.04     Employment Rights. Nothing in this Plan shall confer upon any
Employee the right to continue in the employment of the Company or any affiliate
of the Company or affect any right which the Company or any affiliate of the
Company may have to terminate the employment of such Participant.

         5.05     Successors. This Plan shall bind any corporation or
unincorporated entity or group of corporations or unincorporated entities which
acquires ownership, directly or indirectly, of all or substantially all of the
assets of the Company. In the case of any transaction in which a such a
successor would not by the foregoing provision or by operation of law be bound
by the Plan, the Company shall require such successor expressly and
unconditionally to assume and agree to perform the Company's obligations under
this Plan, in the same manner and to the same extent that the Company would be
required to perform if no such succession had taken place.

         5.06     Captions. The captions of Articles and Sections of this Plan
are for the convenience of reference only and shall not control or affect the
meaning or construction of any of its provisions.


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