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                                                                    Exhibit 10.5


                        AMENDMENT TO EMPLOYMENT AGREEMENT

         This document amends that certain Employment Agreement ("Agreement")
made as of the 1st day of June, 2000, by and between Daleen Technologies, Inc.
(hereinafter called the "Company") and Jeanne Prayther (hereinafter called the
"Employee"), and Exhibit B thereto.

         The parties hereto agree that Section 8 of the Agreement will be
replaced with the following effective as of the date of execution hereof:

                  8. SEPARATION PAY BENEFITS. See Section 4 of Exhibit B of this
         Agreement for the separation pay benefits to be provided to Employee in
         certain situations.

         The parties hereto agree that Section 4 of the Exhibit B of the
Agreement will be replaced with the following effective as of the date of
execution hereof:

         4. SEPARATION BENEFITS.

         A.       PROVISION OF SEPARATION BENEFITS. In the event that the
                  Employee's employment with all members of the Company Group is
                  terminated, the Company shall, subject to the requirement of
                  subsection B below, provide the separation benefits specified
                  in subsection C below unless the Employee's termination of
                  employment results from:

                  1.       The Employee voluntarily resigning or otherwise
                           terminating her employment or services (including job
                           abandonment, death or disability) with any member of
                           the Company Group for any reason.

                  2.       The termination of the Employee's employment by a
                           member of the Company Group at a time when the
                           Employee has an offer of immediate employment with
                           another member of the Company Group.

                  3.       The termination of the Employee's employment by a
                           member of the Company Group for "Cause".

         B.       SEPARATION BENEFITS CONTINGENT ON EXECUTED AND VALID RELEASE.
                  No separation benefits specified in subsection C below shall
                  be provided to the Employee unless and until the Employee has
                  executed a separation and release agreement with the Company
                  in a form reasonably acceptable to the Company, and such
                  separation and release agreement has become valid and
                  enforceable. Such separation and release agreement shall
                  contain provisions in which (1) the Employee shall agree to a
                  date of termination of employment with all members of the
                  Company Group, and (2) the Employee shall release and
                  discharge the Company Group and their related employees,
                  directors, consultants, advisors, and other persons from any
                  claim or liability, whether known or unknown, arising out of
                  the Employee's employment with members of the Company Group or
                  the termination of such employment.

         C.       SEPARATION BENEFITS TO BE PROVIDED. The separation benefits
                  that the Employee shall receive under subsection A above shall
                  consist of:

                  1.       A cash amount equal to one-twelfth (1/12) of the
                           regular annual salary (exclusive of bonuses,
                           commissions, and any other extra compensation) of the
                           Employee in effect as of the Employee's date of
                           termination of employment multiplied by the number of
                           months of the Employee's Separation Period, which
                           shall be payable in installments consistent with the
                           Company's general payroll practices over the
                           Employee's Separation Period; and

                  2.       Reimbursement of any COBRA group health plan premiums
                           paid by the Employee for the coverage of the Employee
                           and/or any of the Employee's covered dependents
                           during the Separation Period. Reimbursements will be
                           made within fifteen (15) days following submission of
                           proof of the expense and the payment thereof by the
                           Employee.

         All payments will be subject to applicable federal, state and local tax
withholdings.

         D.       DEFINITIONS. For this purpose, the following terms shall have
                  the following meanings:



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                  1.       The term "Disability" shall mean that the Employee
                           has been determined to be disabled under the
                           company's long-term disability plan, if any, and/or
                           under the Federal Social Security Act.

                  2.       The term "Cause" shall mean an act or acts by the
                           Employee involving (a) the use for profit or willful
                           disclosure to unauthorized persons of confidential
                           information or trade secrets of the Company, a Parent
                           or a Subsidiary in violation of company policy or
                           company agreements with such persons protecting such
                           matters, (b) the material and willful breach of any
                           written contract between the Employee and the
                           Company, a Parent or a Subsidiary, or of any
                           employment or business policies of the Company, a
                           Parent or a Subsidiary (including, without
                           limitation, theft or misuse of Company property) (c)
                           the unlawful trading in the securities of the
                           Company, a Parent or a Subsidiary, or of another
                           corporation based on information gained as a result
                           of the performance of services for the Company, a
                           Parent or a Subsidiary, (d) a conviction for, or
                           pleading NOLO CONTENDERE to, a felony or other crime
                           involving moral turpitude or dishonesty (other than
                           traffic violations and similar misdemeanors), or (e)
                           any other act or omission by Employee which is in
                           violation of the Agreement or written company policy
                           and which the Company in good faith believes has
                           occurred to its material detriment and about which
                           Employee has received at least one (1) written
                           warning by the Company and despite such prior written
                           warning, Employee has on a second occasion committed
                           such act or omission.

                  3.       The term "Company Group" shall mean the Company and
                           any parent or subsidiary of the Company (or a
                           successor entity of any such entity).

                  4.       The term "Separation Period" shall mean the lesser of
                           (1) a number of months equal to the sum of six (6)
                           plus the Employee's number of completed (not partial)
                           years of service with members of the Company Group as
                           of her date of termination of employment, or (2)
                           twelve (12) months; provided, however, to the extent
                           that the Employee receives any payments of base
                           salary, excluding any earned vacation pay, prior to
                           her termination of employment for a period of time
                           while she is performing no (or DE MINIMIS) services
                           for the Company Group, such period of time shall be
                           subtracted from her Separation Period.

         All other provisions of the Agreement shall remain in full force and
effect.

         IN WITNESS WHEREOF, the parties hereto have hereunto set forth their
signatures as of this 22ND day of AUGUST 2001.

EMPLOYEE:                              COMPANY:

                                       Daleen Technologies, Inc.

/s/ Jeanne Prayther
-----------------------------
Jeanne Prayther

                                       By: /s/ James Daleen
                                           -------------------------------------
                                       Its: Chief Executive Officer




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