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                                                                    Exhibit 10.8


                                    AMENDMENT

                                     TO THE

                            DALEEN TECHNOLOGIES, INC.
                               AMENDED & RESTATED
                            1999 STOCK INCENTIVE PLAN

         The Daleen Technologies, Inc. Amended & Restated 1999 Stock Incentive
Plan (the "Plan") is hereby amended as follows:


         1. AMENDMENT REGARDING SHARES SUBJECT TO STOCK INCENTIVES. Section 3 of
the Plan is hereby amended by deleting Section 3 in its entirety and
substituting the following new Section 3 therefor:

                                   SECTION 3.
                       SHARES SUBJECT TO STOCK INCENTIVES

                  The total number of Shares that may be issued pursuant to
         Stock Incentives under this Plan shall not exceed the number of
         Reserved Shares (as calculated below). The initial number of Reserved
         Shares shall be 5,648,881 (five million, six hundred forty-eight
         thousand, eight hundred eighty one). Commencing on January 1, 2001, and
         continuing on each January 1 thereafter, the number of Reserved Shares
         shall be increased each year, on a cumulative basis, by 5,000,000
         Shares (or, if less, the maximum number of Shares permitted based on
         the limitations set forth in the following sentence), all as adjusted
         pursuant to Section 11; provided, however, that with respect to the
         January 1, 2002 increase only, the number of additional Reserved Shares
         shall be reduced by the aggregate number of shares of Common Stock
         authorized for issuance pursuant to the Company's 2001 Broad-Based
         Stock Incentive Plan on January 1, 2002. Notwithstanding the foregoing,
         in no event shall the increase in the number of Reserved Shares from
         one fiscal year to the next exceed a number of Shares that would cause
         the total number of Reserved Shares to exceed 20% of the total number
         of Fully Diluted Shares of Common Stock (as defined below) calculated
         as of 5:00 p.m., eastern time, on the immediately preceding December
         31. The term "Fully Diluted Shares of Common Stock Outstanding" shall
         mean the shares of Common Stock outstanding calculated on a fully
         diluted basis, including without limitation shares of Common Stock
         actually outstanding plus shares of Common Stock issuable in exchange
         for convertible securities and upon exercise of outstanding options and
         warrants, whether or not such convertible securities, options and
         warrants are then vested or otherwise convertible. Such Reserved Shares
         shall be reserved, to the extent that the Company deems appropriate,
         from authorized but unissued Shares, and from Shares which have been
         reacquired by the Company. Furthermore, any Shares subject to a Stock
         Incentive which remain after the cancellation, expiration or exchange
         of such Stock Incentive thereafter shall again become available for use
         under this Plan, but any Surrendered Shares which remain after the
         surrender of an ISO or a Non-ISO under Section 8 shall not again become
         available for use under this Plan. Notwithstanding anything herein to
         the contrary, no Participant may be granted Options or Stock
         Appreciation Rights covering an aggregate number of Shares in excess of
         500,000 (five hundred thousand) in any calendar year.

         2. AMENDMENT REGARDING CHANGE OF CONTROL. Section 12 of the Plan is
hereby amended by deleting Section 12 in its entirety and substituting the
following new Section 12 therefor:

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                                   SECTION 12.
                          SALE OR MERGER OF THE COMPANY

                  In the event that the Company undergoes a Change of Control
         (as defined below), and, within twelve (12) months following such
         Change of Control, (a) a Participant's employment (as used in this
         Section 12, "employment" shall also include providing services as a
         Director, consultant or advisor) with the Company, a Parent or a
         Subsidiary (or a successor entity) is terminated by the Company, a
         Parent or Subsidiary (or a successor entity) for any reason other than
         Cause (as defined below), or (b) the Participant's employment
         terminates by reason of a Constructive Discharge, then the vesting
         schedule of each outstanding Stock Incentive held by such Participant
         shall be accelerated by a period of two (2) years, or until such Stock
         Incentive is fully vested if vesting would occur within such two year
         period.

                  For purposes of this Section 12, a "Change of Control" shall
         be deemed to occur (I) if the Company agrees to sell or transfer in a
         single transaction or a series of related transactions (a) 80% or more
         of its capital stock, or (b) eighty percent (80%) or more of its assets
         (as reflected on the Company's most recent audited balance sheet) and
         substantially all material customer agreements, for cash or property,
         or for a combination of cash and property, or (II) if the Company
         agrees to any merger, consolidation, reorganization, division or other
         transaction (whether in a single transaction or a series of related
         transactions) in which eighty percent (80%) or more of the Company's
         issued and outstanding voting stock is converted into another security
         or into the right to receive securities or property (except a
         consolidation or merger into a subsidiary of the Company or merger in
         which the Company is the surviving corporation and the holders of the
         Company's voting stock outstanding immediately prior to the transaction
         hold at least 19.9% of the voting stock outstanding immediately
         following the transaction) or (III) upon the sale or transfer, in a
         single transaction or in a series of related transactions, by the
         Company's stockholders to a single entity, person or group (as defined
         below) of more than 80% in voting power of the Company's capital stock
         . A public offering of the Company's Common Stock in which a
         registration statement covering such offering is declared effective by
         the Securities and Exchange Commission, or a private or public offering
         of securities by the Company in which no single entity, person or group
         (as defined below) acquires eighty percent (80%) or more of the voting
         securities of the Company, shall not be deemed to constitute a Change
         of Control. When two or more persons act as a partnership, limited
         partnership, syndicate, or other group for the purpose of acquiring the
         voting securities of the Company or its successors, such persons shall
         be deemed to constitute a "group" for purposes of this Section 12.

                  For purposes of this Section 12, "Cause" shall mean an act or
         acts by a Participant 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 holder of the Participant and the Company, a Parent or a
         Subsidiary, (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 felony conviction for or
         pleading NOLO CONTENDRE to a felony, or (f) embezzlement, fraud, or
         other unlawful acts (other than traffic violations and similar
         misdemeanors).


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                  For purposes of this Section 12, "Constructive Discharge"
         means a termination of employment by a Participant within thirty (30)
         days following notice to the Participant of any of the following:

                  (a)      FORCED RELOCATION OR TRANSFER. The Participant may
                           continue employment with the Company, a Parent or a
                           Subsidiary (or a successor employer), but such
                           employment is contingent on the Participant being
                           transferred to a site of employment that is located
                           more than fifty (50) miles from the Participant's
                           current site of employment. For this purpose, a
                           Participant's site of employment shall be the site of
                           employment to which the Participant is assigned as
                           his or her home base, from which the Participant's
                           work is assigned, or to which the Participant
                           reports.

                  (b)      DECREASE IN SALARY OR POTENTIAL BONUS. The
                           Participant may continue employment with the Company,
                           a Parent or a Subsidiary (or a successor employer),
                           but such employment is contingent upon the
                           Participant's acceptance of (i) a salary or wage rate
                           which is less than the Participant's prior salary or
                           wage rate, or (ii) a reduction in the bonus or
                           incentive compensation that the Participant has the
                           opportunity to receive pursuant to a plan or
                           agreement approved by the Board ("Target Bonus"),
                           with Target Bonus defined as a percentage of base
                           salary or base compensation plus any additional
                           performance overachievement component provided
                           pursuant to such plan or agreement. Notwithstanding
                           the foregoing, the Board shall have the authority on
                           an annual basis to change the performance criteria
                           set forth in any such plan or agreement pursuant to
                           which a Participant's Target Bonus is determined and
                           such action shall not constitute a "Constructive
                           Discharge."

                  (c)      SIGNIFICANT AND SUBSTANTIAL REDUCTION IN BENEFITS.
                           The Participant may continue employment with the
                           Company, a Parent or a Subsidiary (or a successor
                           employer), but such employment is contingent upon the
                           Participant's acceptance of a reduction in the
                           pension, welfare or fringe benefits provided which is
                           both significant and substantial when expressed as a
                           dollar amount or when expressed as a percentage of
                           the Participant's cash compensation. The
                           determination of whether a reduction in pension,
                           welfare or fringe benefits is significant and
                           substantial shall be made on the basis of all
                           pertinent facts and circumstances, including the
                           entire benefit (pension, welfare and fringe) package
                           provided to the Participant, and any salary or wages
                           paid to the Participant. However, notwithstanding the
                           preceding, any modification or elimination of
                           benefits which results solely from the provision of
                           new benefits to an Participant by a successor
                           employer as a result of a change of the Participant's
                           employment from employment with the Company, a Parent
                           or a Subsidiary to employment with such successor
                           shall not be deemed a Significant and Substantial
                           Reduction in Benefits where such new benefits are
                           identical to the benefits provided to similarly
                           situated employees of the successor.



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                  (d)      SIGNIFICANT DIMINUTION OF DUTIES. Without the
                           Participant's consent, the Participant's duties and
                           responsibilities as an employee are significantly
                           reduced or altered such that the Participant's duties
                           and responsibilities are not comparable in scope or
                           type to the Participant's duties and responsibilities
                           prior to the Change of Control.

                  (e)      COMPANY'S BREACH OF EMPLOYMENT AGREEMENT. The Company
                           (or a successor employer) materially breaches the
                           terms of any written employment agreement or
                           comparable agreement that is in place between the
                           Company and the Participant, and the Company fails to
                           remedy such breach following notice of breach from
                           the Participant and a reasonable opportunity to cure.

         3. EFFECTIVE DATE. The effective date of this Amendment shall be July
18, 2001 (the "Effective Date"). The new provisions of Section 3 and Section 12
of the Plan, as provided in this Amendment, shall only apply to and govern Stock
Incentives with dates of grant on or after the Effective Date.

         4. MISCELLANEOUS.

                  (a) Capitalized terms not otherwise defined herein shall have
the meanings given them in the Plan.

                  (b) Except as specifically amended hereby, the Plan shall
remain in full force and effect.

         IN WITNESS WHEREOF, the Company has caused this Amendment to the Daleen
Technologies Amended & Restated 1999 Stock Incentive Plan to be executed as of
the effective date.

                                       DALEEN TECHNOLOGIES, INC.




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




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