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                                                                   EXHIBIT 10.18

                             DATED AS OF MAY 7, 2004

                        (1)   PROTEK NETWORK MANAGEMENT (U.K.) LIMITED

                        (2)   DALEEN TECHNOLOGIES, INC

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                            WORKING CAPITAL FACILITY
                                    AGREEMENT

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                            NICHOLSON GRAHAM & JONES
                        110 CANNON STREET LONDON EC4N 6AR
                               TEL: 020 7648 9000
                               FAX: 020 7648 9001
                                 REF: RAH/Daleen

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                                    CONTENTS
<TABLE>
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CLAUSE                                                                                                     PAGE
<S>                                                                                                        <C>
1.       DEFINITIONS AND INTERPRETATION..............................................................         2

2.       THE FACILITIES..............................................................................         6

3.       PURPOSE.....................................................................................         7

4.       CONDITIONS..................................................................................         7

5.       DRAWDOWN....................................................................................         8

6.       REPAYMENT AND PREPAYMENT....................................................................         9

7.       INTEREST....................................................................................         9

8.       FEES AND EXPENSES...........................................................................         9

9.       PAYMENTS....................................................................................        10

10.      REPRESENTATIONS AND WARRANTIES..............................................................        10

11.      UNDERTAKINGS................................................................................        11

12.      DEFAULT.....................................................................................        12

13.      CURRENCY....................................................................................        14

14.      TAXES.......................................................................................        14

15.      GENERAL.....................................................................................        15

16.      LAW AND JURISDICTION........................................................................        17

SCHEDULE 1.................................................................ERROR! BOOKMARK NOT DEFINED.

         Drawdown Notice...................................................ERROR! BOOKMARK NOT DEFINED.

SCHEDULE 2.................................................................ERROR! BOOKMARK NOT DEFINED.

         Conditions Precedent..............................................ERROR! BOOKMARK NOT DEFINED.
</TABLE>

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THIS AGREEMENT is made as of May 7, 2004

BETWEEN:

(1)   PROTEK NETWORK MANAGEMENT (U.K.) LIMITED (registered in England and Wales
      under number 03858331) whose registered office is at 1 York Road,
      Maidenhead SL6 1SQ, United Kingdom (the "BORROWER"); and

(2)   DALEEN TECHNOLOGIES, INC of 902 Clint Moore Road, Boca Raton, Florida
      33487, United States of America (the "LENDER").

IT IS AGREED as follows:

1.    DEFINITIONS AND INTERPRETATION

      In this Agreement, unless the context otherwise requires:

      "ADVANCE" means an advance made or to be made by the Lender to the
      Borrower under this Agreement or, as the context may require, the
      principal amount thereof from time to time outstanding;

      "BORROWER DEBENTURE" means a debenture dated on or about the date of this
      Agreement containing first fixed (where appropriate by way of legal
      mortgage) and floating charges over the undertaking, property and assets
      of the Borrower;

      "BUSINESS DAY" means a day (not being Saturday or Sunday) on which banks
      in London and New York are open for business of the kind contemplated by
      this Agreement;

      "CLOSING" has the meaning given to it in the Definitive Agreement;

      "COMMITMENT" means the commitment of the Lender to make Advances on the
      terms and conditions of this Agreement as reduced from time to time by the
      amount of any outstanding Advances and otherwise as provided in this
      Agreement;

      "COMMITMENT PERIOD" means the period commencing on the date of this
      Agreement and ending on the fifth Business Day preceding the Repayment
      Date;

      "DEEDS OF PRIORITY" means each of:

      (a)   a deed of priority between the Lender, National Westminster Bank PLC
            and the Borrower regulating the priority of the Security Documents
            provided by the Borrower to the Lender and any Encumbrance from the
            Borrower in favour of National Westminster Bank PLC; and

      (b)   a deed of priority between the Lender, National Westminster Bank PLC
            and the Parent regulating the priority of the Security Documents
            provided by the Parent to the Lender and any Encumbrance from the
            Parent in favour of National Westminster Bank PLC;

      "DEFINITIVE AGREEMENT" means the Stock Purchase Agreement dated on or
      about the date of this Agreement between the Purchaser, the Parent, and
      the Shareholders setting out the terms and conditions pursuant to which
      the Purchaser has agreed to purchase the entire issued share capital of
      the Parent;

                                       2

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      "DRAWDOWN DATE" means, in relation to any Advance, the date on which the
      Advance is made;

      "DRAWDOWN NOTICE" means a notice in the form set out in Schedule 1;

      "ENCUMBRANCE" means any mortgage, charge (whether fixed or floating),
      pledge, lien hypothecation, assignment, security interest, title retention
      or other encumbrance or security agreement or security or preferential
      arrangement of any kind;

      "EVENT OF DEFAULT" means any of the events or circumstances described in
      Clause 12.1;

      "FACILITIES" means the facilities described in Clause 2 and the terms and
      conditions of which are set out in this Agreement;

      "FINANCE DOCUMENTS" means this Agreement, the Share Warrant, the Security
      Documents and any other document designated as such in writing by the
      Borrower and the Lender (and where the context permits includes any one or
      more of them);

      "GROUP" means the Parent and its Subsidiaries for the time being;

      "GUARANTEE" means the guarantee and indemnity dated on or about the date
      of this Agreement of the Parent of all monies, obligations and liabilities
      from time to time owing by the Borrower to the Lender under or in respect
      of the Facilities;

      "INDEBTEDNESS" means any obligation for the payment or repayment of money,
      whether present or future, actual or contingent, sole or joint;

      "INVESTMENT AGREEMENT" has the meaning given to it in the Definitive
      Agreement;

      "LOAN" means the aggregate principal amount of Advances for the time being
      outstanding under this Agreement;

      "MATERIAL CONSENT" means in relation to an Obligor, any approval,
      authorisation, consent, exemption, licence, permission or registration by,
      of or from any governmental or regulatory or other authority or person
      necessary or appropriate for (i) the carrying on by it of its business and
      (ii) the execution, delivery and performance of any Finance Document and
      the use of the Facilities;

      "NATWEST" means National Westminster Bank plc;

      "NATWEST INDEBTEDNESS" means all and any of the Indebtedness of the Group
      to Natwest;

      "NATWEST SECURITY" means any mortgage, charge, pledge, lien, hypothec,
      diligence or other security interest securing any obligation of the
      Borrower and/or any of its Subsidiaries to Natwest;

      "NEGATIVE PLEDGE LETTERS" means the negative pledge letters both dated 7
      January 2004 between each of the Borrower and the Parent and Natwest;

      "OBLIGOR" means the Borrower and the Parent and any other person
      designated as such in writing by the Borrower and the Lender (and where
      the context permits includes any one or more of them);

                                       3

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      "PARENT" means Protek Telecommunications Solutions Limited (registered in
      England and Wales under number 04661708);

      "PARENT DEBENTURE" means a debenture containing first fixed (where
      appropriate by way of legal mortgage) and floating charges over the
      undertaking, property and assets of the Parent;

      "PERMITTED ENCUMBRANCE" means:

      (a)   the Prior Charges;

      (b)   the Protek Telesoft AS Guarantee;

      (c)   the Protek Telesoft AS Charge over Assets;

      (d)   the Negative Pledge Letters;

      (e)   any Encumbrance created or outstanding with the prior written
            consent of the Lender;

      (f)   any Encumbrance arising by operation of law and not as a result of
            any default or omission on the part of the Borrower or any other
            member of the Group; and

      (g)   any Encumbrance created pursuant to the Security Documents;

      "POTENTIAL DEFAULT" means any event which, with the giving of notice or
      any certificate or the lapse of time or the making of any determination or
      the satisfaction of any other condition (or any combination thereof),
      would constitute an Event of Default;

      "PRIOR CHARGES" means:

      (a)   the fixed and floating charges created by the Parent pursuant to a
            debenture dated 7 January 2004 in favour of Natwest;

      (b)   the fixed and floating charges created by the Borrower pursuant to a
            debenture dated 27 March 2003 in favour of Natwest;

      (c)   the charge over deposits dated 2 April 2003 created by the Borrower
            in favour of Natwest in respect amounts credited to account number
            10501843;

      (d)   the charge over deposits dated 21 July 2003 created by the Borrower
            in favour of Natwest in respect amounts credited to account number
            10501894;

      "PROTEK TELESOFT AS CHARGE OVER ASSETS" means the charge over assets dated
      created by Protek Telesoft AS in favour of Den Norske Bank;

      "PROTEK TELESOFT AS GUARANTEE" means the guarantee dated 5 November 2002
      created by Protek Telesoft AS in favour of Den Norske Bank;

      "PURCHASER" means Daleen Holdings, Inc. a company incorporated in
      Delaware;

      "QUADRANGLE" means all or any the persons comprised in such term as
      defined in the Definitive Agreement;

                                       4

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      "REPAYMENT DATE" means the earlier of:

      (a)   Closing;

      (b)   the 30th calendar day after termination of the Definitive Agreement
            pursuant to clause 12.1 of the Definitive Agreement (in
            circumstances where no Event of Default has arisen); and

      (c)   31 March 2005;

      "RESERVATIONS" means the principle that equitable remedies are remedies
      which may be granted or refused at the discretion of the court, the
      limitation of enforcement by laws relating to bankruptcy, insolvency,
      liquidation, reorganisation, court schemes, moratoria, administration and
      other laws generally affecting the rights of creditors, the time barring
      of claims under the Limitation Acts and similar principles, the
      possibility that an undertaking to assume liability for or to indemnify a
      person against non payment of UK stamp duty may be void and defences of
      set off or counterclaim and similar principles and any possible inability
      of English law to create valid security over the shares of Subsidiaries
      not incorporated in England and Wales;

      "SECURITY DOCUMENT" means:

      (a)   the Guarantee;

      (b)   the Borrower Debenture;

      (c)   the Parent Debenture;

      (d)   the Deeds of Priority;

      (e)   any other document designated as such in writing by the Borrower and
            the Lender; and

      (f)   each variation or amendment of or supplement to any document
            referred to in (a) to (g) above from time to time (and where the
            context permits includes any one or more of them);

      "SHAREHOLDER" means, each or any of the Sellers (as defined in the
      Definitive Agreement;

      "SHARE WARRANT" means a warrant to subscribe for shares in the Parent in
      favour of the Lender arising out of capitalisation of the debt arising
      under the Guarantee;

      "STERLING" means the lawful currency of the United Kingdom;

      "SUB-FACILITY A" means the sub-facility described in Clause 2(a);

      "SUB-FACILITY A AMOUNT" means US$1,500,000;

      "SUB-FACILITY B" means the sub-facility described in Clause 2(b);

      "SUB-FACILITY B AMOUNT" means the US Dollar equivalent of the Sterling
      amount required to repay the Natwest Indebtedness calculated by reference
      to the rate of exchange at which the Lender is able on or about the date
      of drawing of the Advance under Sub-Facility B to purchase, in accordance
      with its normal practice, Sterling with

                                       5

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      US Dollars and shall include any premium or other costs of exchange
      including any Taxes incurred by reason of any such exchange;

      "SUBSIDIARY" has the meaning given to such expression by Section 736 of
      the Companies Act 1985;

      "TAXES" includes all present and future taxes levies imposts duties fees
      charges or withholdings of whatever nature and wherever levied charged or
      assessed, together with any interest thereon and any fines surcharge or
      penalties in respect thereof; and

      "US DOLLAR" and "US$" means the lawful currency of the United States of
      America.

1.2   In this Agreement, unless otherwise expressly provided, any reference to:

      (a)   the Borrower, an Obligor, a Shareholder and the Lender shall be
            construed so as to include their respective successors and assigns
            from time to time;

      (b)   a time of day is a reference to London time;

      (c)   a "PERSON" shall be construed as a reference to any individual,
            firm, company, body corporate, government, state or state entity or
            any association or partnership (whether or not having separate legal
            personality) or any two or more of the foregoing;

      (d)   this Agreement or any other document or instrument is a reference to
            this Agreement or that other document or instrument as the same may
            have been, or may from time to time be, amended or supplemented;

      (e)   the liquidation, winding-up or dissolution of a company or body
            corporate or the appointment of a receiver, manager or administrator
            of or in relation to a company or body corporate or any of its
            assets shall be construed so as to include any equivalent or
            analogous proceedings or, as the case may be, person under the law
            of the jurisdiction in which it is incorporated or any jurisdiction
            in which it carries on business or has assets or liabilities;

      (f)   a Clause or a Schedule is a reference to a clause of or a schedule
            to this Agreement; and

      (g)   any statutory provision shall include a reference to such provision
            as from time to time re-enacted, amended, extended or replaced.

1.3   Fees, costs and expenses payable under or pursuant to this Agreement shall
      be exclusive of any value added tax or similar taxes chargeable on them,
      which shall accordingly be payable in addition.

1.4   In this Agreement, words importing the singular shall include the plural
      and vice versa.

1.5   Headings in and the list of contents of this Agreement are for ease of
      reference only and shall not affect its interpretation.

2.    THE FACILITIES

      Subject to the terms and conditions of this Agreement the Lender agrees to
      make available to the Borrower:

                                       6

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      (a)   a committed working capital facility in the maximum aggregate
            principal amount equal to the Sub-Facility A Amount; and

      (b)   a committed loan facility in the maximum aggregate principal amount
            equal to the Sub-Facility B Amount.

3.    PURPOSE

3.1   Advances under Sub-Facility A shall be used by the Borrower solely for the
      working capital needs of the Borrower in the ordinary course of its
      business. No Advance under Sub-Facility A shall be used to pay any
      Indebtedness, nor other amounts payable in respect of any Indebtedness
      (including, without limitation, penalties and other fees) of any other
      member of the Group.

3.2   An Advance under Sub-Facility B shall be used by the Borrower solely to
      repay the Natwest Indebtedness.

3.3   The Borrower shall not use any Advance for any purpose except that
      permitted in this Clause. However, failure by the Borrower to comply with
      this Clause shall not prejudice any rights of the Lender, which shall not
      be responsible for monitoring or ensuring the use or application by the
      Borrower of any Advance.

3.4   The Lender may at any time (i) after an Event of Default has happened
      under Clause 12.1(a) and is continuing or where any steps are taken by
      Natwest for the enforcement of the whole or any part of the Prior Charges
      and (ii) any Indebtedness of the Borrower to the Lender is outstanding
      notify the Borrower that it requires the Borrower to repay the Natwest
      Indebtedness (the "NATWEST REDEMPTION NOTICE"). At any time after the date
      of the Natwest Redemption Notice the Lender shall be entitled to make an
      Advance under Sub-Facility B to the Borrower of such an amount(s) as shall
      be required to repay the Natwest Indebtedness and the Borrower irrevocably
      and unconditionally:

      (a)   agrees to borrow from the Lender such Advance; and

      (b)   acknowledges that it shall be deemed to have issued a Drawdown
            Notice to the Lender in respect of the borrowing of such Advance,
            such Drawdown Notice to be deemed to have expressly included an
            irrevocable instruction to the Lender to remit such Advance to
            Natwest in repayment of the Natwest Indebtedness and redemption of
            the Natwest Security.

3.5   The Lender may liaise with NatWest to establish the amount of the NatWest
      Indebtedness and any amounts certified by NatWest as constituting the
      NatWest Indebtedness shall (save in respect of any manifest error) be
      conclusive and binding on the Borrower.

4.    CONDITIONS

4.1   The first Drawdown Notice may not be issued and the Lender shall not be
      obliged to make the first Advance hereunder, until it shall have received,
      in each case in form and substance satisfactory to it, the documents,
      items and evidence specified in Schedule 2.

4.2   The obligation of the Lender to make each and every Advance is subject to
      the further conditions precedent that:

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<PAGE>

      (a)   at the time of the giving of the relevant Drawdown Notice and at the
            time of such Advance, each of the representations and warranties set
            out in Clause 10 shall be true and correct on and as of each such
            time as if each were made with reference to the facts and
            circumstances existing at such time;

      (b)   at the time of the giving of the relevant Drawdown Notice and at the
            time of such Advance, the representations and warranties of the
            Shareholders and the Parent set out in clauses 4 and 5 of the
            Definitive Agreement remain true and correct with reference to the
            facts and circumstances existing on the date of the Definitive
            Agreement;

      (c)   at the time of the giving of the relevant Drawdown Notice and at the
            time of such Advance, the Parent and each of the Shareholders shall
            have complied with and duly performed in all material respects all
            covenants, agreements and conditions on its part to be complied with
            and performed by such date pursuant to the Definitive Agreement; and

      (d)   at the time of the giving of the relevant Drawdown Notice and at the
            time of such Advance, no Event of Default or Potential Default shall
            have occurred and be continuing or would result from the making of
            such Advance.

5.    DRAWDOWN

5.1   Subject to the terms and conditions of this Agreement, the Borrower may
      from time to time draw Advances under Sub-Facility A provided that:

      (a)   the Lender shall have received a duly completed and executed
            Drawdown Notice relating to each proposed Advance not later than
            10.00 am on the second Business Day before the proposed Drawdown
            Date of such Advance;

      (b)   the Lender shall have received, not later than the relevant Drawdown
            Notice, notice from the Borrower giving reasonable details of the
            purpose for which the Advance will be used;

      (c)   each proposed Drawdown Date shall be a Business Day during the
            Commitment Period;

      (d)   each Advance shall be in the minimum amount of US$100,000 and shall
            be an integral multiple of US$10,000;

      (e)   not more than one Advance under Sub-Facility A shall be made in any
            period of 5 Business Days; and

      (f)   the aggregate of all Advances under Sub-Facility A shall not exceed
            the Sub-Facility A Amount.

5.2   Each Drawdown Notice shall be irrevocable and the Borrower shall be
      obliged to borrow accordingly.

5.3   Subject as otherwise provided in this Agreement, each Advance under
      Sub-Facility A shall be made available on the Drawdown Date therefor by
      the Lender crediting the amount of such Advance to such bank account of
      the Borrower as it shall specify to the Lender for this purpose in the
      relevant Drawdown Notice.

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6.    REPAYMENT AND PREPAYMENT

6.1   Subject to Clause 6.4, the Borrower shall repay to the Lender the Loan in
      full on the Repayment Date.

6.2   The Borrower may, at any time, prepay to the Lender the whole or any part
      of the Loan. Prepayments under this Agreement shall be made together with
      accrued interest thereon and all other amounts payable under and in
      relation to this Agreement.

6.3   Following any prepayment under Clause 6.2 above, the amount of such
      prepayment shall, subject to the terms and conditions of this Agreement,
      be available for re-borrowing under this Agreement.

6.4   If:

      (a)   the Loan is repaid in accordance with Clause 6.1; or

      (b)   the Lender declares that the Loan has become immediately due and
            payable in accordance with 12.3(b) or makes demand under 12.3(c),

      in each case at a time following the termination of the Definitive
      Agreement pursuant to clause 12.1 of the Definitive Agreement where the
      termination was for a reason other than a material breach of any of the
      representations, warranties, covenants or agreements of the Parent or any
      Shareholder contained in the Definitive Agreement, then the Lender will
      release and discharge to the Borrower the obligation to repay an amount of
      the Loan equal to US$500,000 (or, if less, the amount of the amount of the
      Loan then outstanding).

7.    INTEREST

7.1   The Borrower shall pay to the Lender interest on the Loan at 6 percent per
      annum accruing daily and payable monthly in arrears on the last Business
      Day of each month and on the Repayment Date.

7.2   The Borrower shall, on demand by the Lender, pay to the Lender interest on
      sums (including but without limitation default interest) not paid on their
      respective due dates under this Agreement from the due date up to the date
      of actual payment (as well after as before judgment) at the rate of 15
      percent per annum.

7.3   All interest and other payments of an annual nature under this Agreement
      shall accrue from day to day and be calculated on the basis of the actual
      number of days elapsed and a 360 day year.

8.    FEES AND EXPENSES

8.1   The Borrower shall pay, on demand and on a full indemnity basis, to the
      Lender the amount of all reasonable costs and expenses (including but not
      limited to legal and out-of-pocket expenses) which the Lender properly
      incurs in connection with the preparation, negotiation execution and
      delivery of any Finance Document.

8.2   The Borrower shall pay, on demand and on a full indemnity basis, to the
      Lender all costs and expenses (including but not limited to legal and
      out-of-pocket expenses) properly incurred by it in connection with any
      actual or proposed amendment or extension of or any waiver or consent
      under the Finance Documents or incurred by it in contemplation of or
      otherwise in connection with the enforcement (or attempted

                                       9

<PAGE>

      enforcement) of, or preservation (or attempted preservation) of any rights
      under, the Finance Documents.

8.3   The Borrower shall pay all stamp, documentary, registration or other
      similar duties or Taxes (including any payable by the Lender) imposed on
      or in connection with the Finance Documents and shall indemnify the Lender
      against any liability arising by reason of any delay or omission by the
      Borrower to pay such duties or Taxes.

8.4   The Lender shall be entitled to effect payment (to the extent not already
      discharged) of all fees expenses and other sums due and payable by the
      Borrower under this Clause 8 out of and by deduction from any Advance and
      the Borrower hereby irrevocably authorises the Lender to do so.

9.    PAYMENTS

9.1   All payments to be made by the Borrower under this Agreement shall be made
      in full, without any set-off or counterclaim whatsoever and free and clear
      of any deductions or withholdings, in immediately available, freely
      transferable, cleared funds in US Dollars not later than 11.00 am on the
      due date to such account of the Lender as it may from time to time notify
      to the Borrower.

9.2   In the case of a partial payment by the Borrower, the Lender may
      appropriate such payment towards such of the obligations of the Borrower
      under this Agreement as the Lender may decide. The Borrower waives any
      right to make an appropriation in respect of a partial payment. Any
      appropriation by the Lender shall apply to the exclusion of any actual or
      purported appropriation by the Borrower.

9.3   Save as otherwise provided in this Agreement, if any payment would
      otherwise be due on a day which is not a Business Day, the next following
      Business Day shall be substituted for such day unless such Business Day
      shall be in a new calendar month in which case such payment shall instead
      be made on the immediately preceding Business Day. Interest and fees shall
      be adjusted accordingly.

9.4   Accounts maintained by the Lender in connection with the Facilities shall
      (save for manifest error) be prima facie evidence of the amounts from time
      to time owing by the Borrower to the Lender under this Agreement.

10.   REPRESENTATIONS AND WARRANTIES

10.1  The Borrower represents and warrants to the Lender that:

      (a)   each Obligor has power and authority to execute deliver and perform
            its obligations under the Finance Documents and (in the case of the
            Borrower) to use the Facilities; all necessary action has been taken
            (and not revoked) to authorise the execution delivery and
            performance of the Finance Documents; and subject to the
            Reservations this Agreement constitutes, and any other Finance
            Document is or when executed and delivered will be, its valid and
            legally binding obligation enforceable in accordance with the terms
            thereof;

      (b)   the execution delivery and performance of the Finance Documents and
            (in the case of the Borrower) the use of the Facilities do not and
            will not:

            (i)   contravene any law, regulation, directive, judgment or order
                  to which an Obligor is subject; or

                                       10

<PAGE>

            (ii)  result in any actual or potential breach of or default under
                  any obligation, agreement, instrument (excluding any such
                  breaches cured/waived by the Deeds of Priority) or Material
                  Consent to which an Obligor is a party or by which an Obligor
                  is bound or which an Obligor requires to carry on its
                  business; or

            (iii) contravene any provision of the memorandum and articles of
                  association and/or statutes and/or constitutional documents of
                  an Obligor; or

            (iv)  result in any limitation on an Obligor's powers to borrow or
                  incur Financial Indebtedness being exceeded; or

            (v)   result in the creation or imposition of or oblige an Obligor
                  to create any Encumbrance on its undertaking or any of its
                  assets rights or revenues other than under the Security
                  Documents;

      (c)   each Obligor's obligations under the Finance Documents are its
            direct, general and unconditional obligations and rank at least pari
            passu with all other of its present and future unsecured and
            unsubordinated Indebtedness (with the exception of any obligations
            which are mandatorily preferred by law and not by contract);

      (d)   there exists no Encumbrance other than any Permitted Encumbrance
            over the whole or any part of the present or future undertaking,
            assets, rights or revenues (including uncalled capital) of any
            Obligor and, to the best of its knowledge and belief, of any member
            of the Group and no obligation to create any such Encumbrance;

      (e)   no Event of Default has occurred and is continuing; and

      (f)   save for:

            (i)   registration of the Security Documents at Companies House and
                  the Land Registry; and

            (ii)  any filing, registration, recording or enrolment of the
                  security over the shares of Subsidiaries not incorporated in
                  England and Wales comprised in the Security Documents required
                  in jurisdictions other than England and Wales,

            it is not necessary that any Finance Document be filed, registered,
            recorded or enrolled with any court, public office or other
            authority in any jurisdiction or that any stamp, documentary,
            registration or similar Tax or duty be paid on or in relation to any
            Finance Document.

10.2  The representations and warranties in Clause 10.1 above will be deemed to
      be repeated by the Borrower on the date of each Drawdown Notice, on the
      date of each Advance and on the last Business Day of each month in each
      case as if made with reference to the facts and circumstances existing on
      such day.

11.   UNDERTAKINGS

      The Borrower undertakes with the Lender that, so long as any Commitment is
      in force or any monies or obligations are outstanding under this
      Agreement:

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      (a)   it will ensure that its obligations under this Agreement shall at
            all times rank at least pari passu with all its other present and
            future unsecured and unsubordinated Indebtedness;

      (b)   it will not make or permit any change in the nature of its business
            or commence any new type of business different from its business at
            the date of this Agreement;

      (c)   it will maintain insurances on or in relation to its business and
            assets with underwriters and insurance companies of repute against
            such risks of the kinds customarily insured against by, and in
            amounts reasonably and commercially prudent for, companies carrying
            on similar businesses;

      (d)   it will promptly inform the Lender of any occurrence which might
            reasonably be expected to adversely affect an Obligor's ability to
            perform its obligations under any Finance Document and of any Event
            of Default or Potential Default; and

      (e)   it will promptly notify the Lender of its receipt from Natwest of
            any notification that Natwest is intending to enforce the whole or
            any part of the Prior Charges.

12.   DEFAULT

12.1  There shall be an Event of Default if:

      (a)   any Obligor fails to pay on the due date, in the currency and manner
            provided in the relevant Finance Document, any sum payable by it
            under any Finance Document when due (unless (i) its failure to pay
            is caused by administrative or technical error and (ii) payment is
            made within 3 Business Days of its due date); or

      (b)   the Parent and/or any Shareholder commits (in the opinion of the
            Lender acting reasonably) a material breach of any provision of the
            Definitive Agreement;

      (c)   the Borrower and/or the Parent commits any breach of any provision
            of Clause 3.3 or 3.5 of the Borrower Debenture or of the Parent
            Debenture respectively; or

      (d)   any Obligor commits any material breach of any other provision of
            any Finance Document (other than those referred to in paragraphs (a)
            and (c) above) and either such breach is in the opinion of the
            Lender (acting reasonably) not capable of remedy or such breach is
            in the opinion of the Lender (acting reasonably) capable of remedy
            and is not remedied within 14 days after the earlier of the date of
            notice by the Lender requiring such remedy or the date on which the
            Borrower first becomes aware of the breach; or

      (e)   the Parent and/or any Shareholder commits a breach of any provision
            of the Definitive Agreement (other than those referred to in
            paragraph (b) above) and either such breach is in the opinion of the
            Lender (acting reasonably) not capable of remedy or such breach is
            in the opinion of the Lender (acting reasonably) capable of remedy
            and is not remedied within 14 days after the earlier of the date of
            notice by the Lender requiring such remedy or the date on which the
            Borrower first becomes aware of the breach; or

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      (f)   any representation or warranty made or deemed to be made or repeated
            by an Obligor in or pursuant to any Finance Document or a
            Shareholder or the Parent in or pursuant to the Definitive Agreement
            is or proves to have been untrue or incorrect when made or when
            deemed to be repeated with reference to the facts and circumstances
            existing at such time; or

      (g)   any Indebtedness of any member of the Group in excess of US $100,000
            (or its equivalent in other currencies) is not paid when due or
            becomes due or capable of being declared due prior to its stated
            maturity (and, in the case of a guarantee or an indemnity, is
            called) and is not, in the reasonable opinion of the Lender, being
            disputed promptly and in good faith; or

      (h)   any Encumbrance to secure any Indebtedness of any member of the
            Group becomes enforceable; or

      (i)   an encumbrancer takes possession or a receiver or administrative
            receiver or manager or sequestrator is appointed of the whole or any
            substantial part of the undertaking assets rights or revenues of any
            member of the Group or a distress or other process is levied or
            enforced upon any of the assets rights or revenues of a member of
            the Group and any such action is not lifted or discharged within 14
            days; or

      (j)   a petition is presented to, or any order is made by, any competent
            court for the appointment of an administrator in relation to any
            member of the Group or any corporate action, procedure or step is
            taken by any person for the purpose of or with a view to the
            administration of any member of the Group; or

      (k)   any member of the Group is, or is adjudicated or found to be,
            bankrupt, insolvent or stops or suspends payment of its respective
            debts or is (or is deemed to be) unable to or admits inability to
            pay its respective debts as they fall due or proposes or enters into
            any voluntary arrangement or any composition or other arrangement
            for the benefit of its creditors generally or proceedings are
            commenced in relation to any member of the Group under any law
            regulation or procedure relating to reconstruction or adjustment of
            debts; or

      (l)   any petition is presented by any person (other than a petition
            which, in the opinion of the Lender (acting reasonably), is
            frivolous or vexatious and which is withdrawn or stayed within 14
            days) or any order is made by any competent court or any resolution
            is passed by any member of the Group for its winding-up or
            dissolution or for the appointment of a liquidator of any member of
            the Group (except for the purpose of a solvent amalgamation or
            reconstruction on terms and conditions which shall have first been
            approved by the Lender); or

      (m)   any member of the Group ceases or threatens to cease to carry on the
            whole or a substantial part of its business; or

      (n)   any Finance Document or the Definitive Agreement is or becomes (or
            is alleged to be) unlawful or unenforceable in any respect (save
            where, in relation to the Parent Debenture or Borrower Debenture,
            such unlawfulness or unenforceability results from any inability of
            English law to create valid security over the shares of the
            Subsidiaries not incorporated in England and Wales); or

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      (o)   any other event or series of events or any circumstances whether
            related or not (including but without limitation any adverse change
            in the business, assets or financial condition of the Borrower or
            the Group, taken as a whole) occurs or arises which could reasonably
            be expected to have a material adverse effect on the Group, taken as
            a whole or any Obligor's ability to perform or comply with any of
            their respective obligations under the Finance Documents.

12.2  In this Clause 12, any reference to the Lender "acting reasonably" shall
      be construed so as to mean the Lender acting in a manner that a lender in
      a similar position as the Lender would act.

12.3  The Lender may (without prejudice to any of its rights) upon and at any
      time after the happening of an Event of Default, so long as the same is
      continuing, by notice to the Borrower declare that:

      (a)   the Commitment of the Lender and any obligation of the Lender to
            make any Advance shall be terminated, whereupon such Commitment
            shall be reduced to zero and such obligation shall be terminated
            forthwith; and/or

      (b)   the Loan has become immediately due and payable, whereupon the
            Borrower shall forthwith repay the same (subject to Clause 6.4)
            together with all interest accrued and all other sums payable under
            this Agreement; and/or

      (c)   the Loan has become due and payable on demand, whereupon the Loan
            and all interest and other sums payable under this Agreement shall
            at all times after such declaration be due and payable forthwith on
            demand (subject to Clause 6.4).

13.   CURRENCY

      If, under any applicable law or regulation or pursuant to a judgment or
      order being made or registered against or the liquidation of the Borrower
      or without limitation for any other reason, any payment under or in
      connection with this Agreement is made or falls to be satisfied in a
      currency (the "PAYMENT CURRENCY") other than the currency in which such
      payment is expressed to be due under or in connection with this Agreement
      (the "CONTRACTUAL CURRENCY") then, to the extent that the amount of such
      payment actually received by the Lender, when converted into the
      contractual currency at the rate of exchange, falls short of the amount
      due under or in connection with this Agreement, the Borrower, as a
      separate and independent obligation, shall indemnify and hold harmless the
      Lender against the amount of such shortfall. For the purposes of this
      Clause, the "RATE OF EXCHANGE" means the rate at which the Lender is able
      on or about the date of such payment to purchase, in accordance with its
      normal practice, the contractual currency with the payment currency and
      shall take into account (and the Borrower shall be liable for) any premium
      and other costs of exchange including any Taxes incurred by reason of any
      such exchange.

14.   TAXES

14.1  All payments to be made by the Borrower under this Agreement shall be made
      free and clear of and without deduction for or on account of Taxes unless
      the Borrower is required to make such a payment subject to the deduction
      or withholding of Taxes, in which case the amount payable by the Borrower
      in respect of which such deduction or withholding is required to be made
      shall be increased to the extent necessary to ensure that, after the
      making of such deduction or withholding, the Lender receives and retains

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      (free from any liability in respect of any such deduction or withholding)
      a net amount equal to the sum which it would have received and so retained
      had no such deduction or withholding been made or required to be made.

14.2  If at any time the Borrower is required by law to make any deduction or
      withholding from any sum payable by it under this Agreement (or if
      subsequently there is any change in the rates at which or the manner in
      which such deductions or withholdings are calculated), it shall promptly
      notify the Lender upon becoming aware of the same.

14.3  If the Borrower is required to make any deduction or withholding from any
      payment hereunder, it shall pay the full amount required to be deducted or
      withheld to the relevant taxation or other authority within the time
      allowed for such payment under applicable law and shall deliver to the
      Lender within 30 days after it has made such payment to the applicable
      authority an original official receipt issued by such authority and any
      other appropriate evidence of the payment to such authority of all amounts
      so required to be deducted or withheld.

14.4  The Borrower shall indemnify and hold harmless the Lender against, and
      reimburse it on demand, the amount of any Taxes so deducted withheld or
      accounted for and paid by the Borrower whether or not such Taxes were
      correctly or legally assessed or demanded.

14.5  If the Borrower pays any increased amount under Clause 14.1 and the Lender
      effectively obtains a refund of tax or credit against tax by reason of
      that payment, and if the Lender is able (in its sole opinion, which shall
      not be capable of being challenged) to identify that refund or credit as
      being attributable to that payment having regard to its other activities,
      then the Lender shall reimburse to the Borrower such amount as it shall
      determine (any such determination being conclusive) to be the proportion
      of that refund or credit as will leave the Lender after that reimbursement
      in no better or worse position than it would have been in if that payment
      had not been required. The Lender shall not be obliged to arrange its tax
      affairs in any particular manner or to disclose any information regarding
      its tax affairs or computations to the Borrower.

15.   GENERAL

15.1  This Agreement shall be binding upon, and enure for the benefit of, each
      of the parties hereto and their respective successors and permitted
      assigns (and any person to whom the Lender shall transfer or novate any
      rights and/or obligations under this Agreement).

15.2  The Borrower may not assign or transfer any of its rights, benefits or
      obligations under this Agreement.

15.3  The Lender may assign all or any part of its rights or benefits or
      transfer all or any part of its obligations under any Finance Document to
      (i) any shareholder in the Lender or (ii) any person comprised in the term
      Quadrangle. The Borrower shall enter into all documents specified by the
      Lender to be necessary to give effect to any such assignment or transfer.

15.4  Every notice or other communication under this Agreement shall be in
      writing and may, subject to Clause 15.5 be delivered personally or by
      letter or facsimile transmission despatched as follows:

      (a)   if to the Lender, at its address specified at the head of this
            Agreement or to the following numbers:

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            Facsimile 00 1 561-981-1106

            for the attention of: Legal Department

      (b)   if to the Borrower, at its address specified at the head of this
            Agreement or its registered or principal office for the time being
            or to the following numbers:

            Facsimile 01628 506 891

            for the attention of: Ian Watterson

      or (in any case) to such other address and/or facsimile number as may be
      notified in accordance with this Clause by the relevant party to the other
      party for such purpose.

15.5  Subject to Clause 15.6, any communication or document made or delivered by
      one person to another under or in connection with this Agreement will only
      be effective:

      (a)   if by way of fax, when received in legible form; or

      (b)   if by way of letter, when it has been left at the relevant address
            or three Business Days after being deposited in the post postage
            prepaid (airmail if notice originates from outside the United
            Kingdom) in an envelope addressed to it at that address.

15.6  Any communication or document to be made or delivered to the Lender will
      be effective only when actually received by the Lender and then only if it
      is expressly marked for the attention of the department or officer
      identified above (or any substitute department or officer as the Lender
      shall specify for this purpose).

15.7  No delay or omission on the part of the Lender in exercising any right or
      remedy under this Agreement shall impair that right or remedy or operate
      as or be taken to be a waiver of it, nor shall any single partial or
      defective exercise by the Lender or any such right or remedy preclude any
      other or further exercise under this Agreement of that or any other right
      or remedy. The remedies provided in this Agreement are cumulative and are
      not exclusive of any remedies provided by law.

15.8  If at any time any of the provisions of this Agreement is or becomes
      illegal, invalid or unenforceable in any respect under any law or
      regulation of any jurisdiction, neither the legality, validity and
      enforceability of the remaining provisions of this Agreement nor the
      legality, validity or enforceability of such provision under the law of
      any other jurisdiction shall be in any way affected or impaired as a
      result.

15.9  This Agreement may be executed in any number of counterparts in which case
      this Agreement will be as effective as if all signatures on the
      counterparts were on a single copy of this Agreement.

15.10 All notices or communications under or in connection with this Agreement
      (including without limitation documents to be delivered pursuant to Clause
      4) shall be in English or, if in any other language, accompanied by a
      translation into English certified as the Lender may require. In the event
      of any conflict between the English text and the text in any other
      language, the English text shall prevail.

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16.   LAW AND JURISDICTION

      This Agreement shall be governed by and construed in accordance with
      English law and subject to the non-exclusive jurisdiction of the English
      Courts.

AS WITNESS this Agreement has been duly executed the day and year first above
written.

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SIGNED by

for and on behalf of
PROTEK NETWORK
MANAGEMENT (U.K.) LIMITED                    /s/ P.A. Beaumont..................

SIGNED by
for and on behalf of
DALEEN TECHNOLOGIES, INC                     /s/ Gordon Quick...................

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