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                                                                   EXHIBIT 10.46


                                     FORM OF

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                            DALEEN TECHNOLOGIES, INC.

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

         FIRST: In accordance with the requirements of Section 242 of the
General Corporation Law of the State of Delaware, the Board of Directors of the
Corporation, at a meeting duly called and held pursuant to Section 141(f) of the
General Corporation Law of the State of Delaware, duly adopted resolutions: (i)
proposing and declaring advisable the amendments to the Certificate of
Incorporation set forth herein; and (ii) recommending that such amendments be
submitted to the stockholders of the Corporation for consideration, action and
approval.

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

         "The total number of shares of all classes of stock that the
         Corporation shall have the authority to issue is Two Hundred Twenty-One
         Million Eight Hundred Seventy-Seven Thousand Two Hundred Thirty-Six
         (221,877,236) shares, of which Two Hundred Million (200,000,000) shall
         be Common Stock, having a par value of $0.01 per share (the "Common
         Stock"), and Twenty-One Million Eight Hundred Seventy-Seven Thousand
         Two Hundred Thirty-Six (21,877,236) shares shall be classified as
         Preferred Stock, par value $0.01 per share (the "Preferred Stock"). The
         Preferred Stock shall consist of 3,000,000 shares which shall be
         designated as the "Series A Convertible Preferred Stock" (the "Series A
         Preferred Stock"), 1,250,000 shares which shall be designated as the
         "Series B Convertible Preferred Stock" (the "Series B Preferred
         Stock"), 1,222,222 shares which shall be designated as the "Series C
         Convertible Preferred Stock" (the "Series C Preferred Stock"),
         4,221,846 shares which shall be designated as the "Series D Convertible
         Preferred Stock" (the "Series D Preferred Stock"), 686,553 shares which
         shall be designated as the "Series D-1 Convertible Preferred Stock"
         (the "Series D-1 Preferred Stock"), 1,496,615 shares which shall be
         designated as the "Series E Convertible Preferred Stock" (the "Series E
         Preferred Stock"), and 356,950 shares which shall be designated as the
         "Series F Convertible Preferred Stock" (the "Series F Preferred
         Stock"), with the remaining Preferred Stock having no designations

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         or preferences set forth herein. The Board of Directors is expressly
         authorized to provide for the classification and reclassification of
         any unissued shares of Common Stock or Preferred Stock and the issuance
         thereof in one or more classes or series without the approval of the
         stockholders of the Corporation. The designations, relative rights,
         preferences and limitations of each class of shares of the Corporation
         shall be as follows:"

         THIRD: The Certificate of Incorporation is hereby amended by deleting
Section VII "Preferred Stock Without Designations and Preferences" of PART B of
Article FOURTH in its entirety and substituting in lieu thereof the following:

                   "VII. SERIES F CONVERTIBLE PREFERRED STOCK

                  Section 1.        Ranking. All shares of Series F Preferred
         Stock shall have preferences, limitations and relative rights identical
         with each other; and all shares of Series F Preferred Stock shall have
         such preferences and relative rights expressly provided in this
         Certificate of Amendment.

                  Section 2.        Designation of the Number of Shares. There
         shall be a series of Preferred Stock that shall be designated as
         "Series F Convertible Preferred Stock". The Series F Preferred Stock
         shall consist of 356,950, shares shall be entitled to dividends when,
         as and if declared pursuant to Section 3 hereof, shall be entitled to a
         preference in liquidation as provided in Section 4 hereof, shall be
         convertible as provided in Section 6 hereof, and shall be entitled to
         vote as provided in Section 7 hereof.

                  Section 3.        Dividends. If and whenever the Corporation
         shall declare and pay a dividend or other distribution in respect of
         its common stock, par value $.01 per share (the "COMMON STOCK"), other
         than a dividend or other distribution that results in an adjustment to
         the Conversion Price (as defined below) pursuant to Section 6(e)
         hereof, the Corporation shall concurrently therewith declare and pay a
         dividend to the holders of Series F Preferred Stock in an amount per
         share equal to the amount per share of the dividend in respect of the
         Common Stock multiplied by the number of shares of Common Stock into
         which each share of Series F Preferred Stock is then convertible
         pursuant to Section 6 hereof.

                  Section 4.        Liquidation Preference. In the event of a
         dissolution, liquidation or winding up of the Corporation (whether
         voluntary or involuntary), but before any distribution to the holders
         of Common Stock or any other class or series of the Corporation's then
         outstanding capital stock ranking in any such event junior to the
         Series F Preferred Stock, the holders of the Series F Preferred Stock
         then outstanding shall be entitled to receive, and the Corporation
         shall pay, the following amounts out of assets of the Corporation
         legally available for distribution to the stockholders:

                           The holders of the Series F Preferred Stock shall
                  receive an amount per share equal to the "PREFERENTIAL AMOUNT"
                  (as hereinafter defined); provided however, that (i) if the
                  assets to be distributed to the holders of the Series F
                  Preferred Stock shall be insufficient to permit the payment to
                  such holders of the full Preferential Amount,


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                  then all of the assets of the Corporation to be distributed to
                  the holders of the Series F Preferred Stock shall be
                  distributed ratably to the holders of the Series F Preferred
                  Stock; and (ii) if the assets to be distributed by the
                  Corporation in the event of any dissolution, liquidation or
                  winding-up of the Corporation (whether voluntary or
                  involuntary) to the holders of Common Stock, to the extent
                  such distribution then or theretofore made (after taking into
                  account all distributions that would be necessary to satisfy
                  the Preferential Amounts due to holders of the Series F
                  Preferred Stock) exceeds or would exceed an aggregate amount
                  per share of Common Stock equal to the Preferential Amount
                  divided by the number of shares of Common Stock into which
                  each share of Series F Preferred Stock is then convertible
                  pursuant to Section 6 hereof, the Corporation, in lieu of
                  distributing the Preferential Amount to the holders of Series
                  F Preferred Stock, shall concurrently with the making of such
                  distribution to the holders of Common Stock make a
                  distribution in an amount per share to the holders of Series F
                  Preferred Stock equal to the amount per share distributed to
                  the holders of Common Stock multiplied by the number of shares
                  of Common Stock into which each share of Series F Preferred
                  Stock is then convertible pursuant to Section 6 hereof, to the
                  end that the holders of Series F Preferred Stock shall share
                  equally with the holders of Common Stock, on an "as-converted"
                  basis, in such greater distribution. As used herein, the term
                  "PREFERENTIAL AMOUNT" means an amount initially equal to
                  $110.94 per share of Series F Preferred Stock, subject to
                  appropriate adjustment for any stock dividend, stock split,
                  recapitalization or consolidation of or on the Series F
                  Preferred Stock.

                  After the payment of all amounts required to be paid to the
         holders of Series F Preferred Stock upon the liquidation, dissolution
         or winding up of the Corporation as provided in this Section 4, the
         Corporation shall distribute to the holders of all shares of capital
         stock then outstanding ranking upon liquidation junior to the Series F
         Preferred Stock the remaining assets and funds of the Corporation
         legally available for distribution to its stockholders. Further, after
         the payment of the Preferential Amounts required to be paid to the
         holders of Series F Preferred Stock upon the liquidation, dissolution
         or winding up of the Corporation pursuant to this Section 4, the
         outstanding shares of Series F Preferred Stock shall be deemed to have
         been redeemed and shall be cancelled and shall no longer be deemed to
         be issued and outstanding and the holders of the Series F Preferred
         Stock shall not be entitled to any further right or claim.

                  A consolidation, merger or other business combination of the
         Corporation, or a sale or other disposition of substantially all of the
         assets of the Corporation shall not be deemed to be a liquidation,
         dissolution or winding up of the Corporation for purposes of this
         Section 4. Additionally, neither the sale by the Company of its
         subsidiary, PartnerCommunity, Inc. (together with its successors,
         "PartnerCommunity"), the distribution to the Corporation's stockholders
         of the Corporation's capital stock in PartnerCommunity, any transaction
         resulting in a reduction in the Corporation's ownership interest in
         PartnerCommunity, nor the sale by PartnerCommunity of shares of capital
         stock or assets to any other entity or person shall be deemed to be a
         liquidation, dissolution or winding up of the Corporation.


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                  Section 5.        Redemption.

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

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

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

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

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

                  Section 6.        Conversion.

                  (a)      Each share of Series F Preferred Stock shall
         be convertible into Common Stock, at the then applicable Conversion
         Price (as hereinafter defined), at any time and from time to time, at
         the option of the holder thereof in accordance with this Section 6(a)
         without the need for the payment of any additional cash consideration.
         Before any holder of Series F Preferred Stock shall be entitled to
         convert such stock into shares of Common Stock, the holder thereof
         shall surrender the certificate or certificates therefor (or in the
         case of any lost, stolen or destroyed certificate or certificates the
         delivery of an affidavit to that effect accompanied by any indemnity
         bond, in each case, reasonably required by the Corporation), duly
         endorsed, to the Corporation and shall give written notice, duly
         executed, to the Corporation of such election to convert the same and
         shall state the number of shares of Series F Preferred Stock being
         converted. Such conversion shall be deemed to have been made
         immediately prior to the close of business on the date of the surrender
         of the certificate


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         or certificates representing the shares of Series F Preferred Stock to
         be converted, and the holder of such shares shall be treated for all
         purposes as the record holder of such shares of Common Stock on such
         date.

                  (b)      Beginning on and continuing after March 30, 2002,
         each share of Series F Preferred Stock shall automatically be converted
         without the payment of any additional cash consideration into shares of
         Common Stock at the then effective Conversion Price on the first date
         after the Common Stock has traded at a Market Price (as hereinafter
         defined) equal to or above $3.3282 per share (appropriately adjusted
         for any stock split, dividend, combination, recapitalization or the
         like of or on the Common Stock) for ten (10) trading days within any
         twenty (20) trading day period and the record holder of such share of
         Series F Preferred Stock shall be treated for all purposes as the
         record holder of the Common Stock as of the close of business on such
         tenth trading day. From and after the date of such conversion pursuant
         to this Section 6(b), each certificate representing shares of Series F
         Preferred shall be deemed to represent that number of shares of Common
         Stock into which the Series F Preferred represented by such certificate
         were converted. For the purpose of this Section 6(b), the "MARKET
         PRICE" per share of Common Stock on any date shall be deemed to be the
         closing price of the Common Stock on the principal national securities
         exchange on which the Common Stock is then listed or admitted to
         trading or the Nasdaq National Market, if the Common Stock is then
         listed or admitted to trading on any national securities exchange or in
         such market system. The closing price shall be the last reported sale
         price, or, in case no such sale takes place on such day, the average of
         the closing bid and asked price, as reported by said exchange or market
         system. If the Common Stock of the Corporation is not then listed or
         admitted to trading on any national securities exchange or The Nasdaq
         National Market, the Series F Preferred Stock shall not be
         automatically converted pursuant to this Section 6(b) and, so long as
         the Company's Common Stock is not listed or admitted to trading on any
         national securities exchange or The Nasdaq National Market, this
         Section 6(b) shall not apply. For purposes of this Section 6(b),
         "trading day" shall mean any day during which the national securities
         exchange or The Nasdaq National Market on which the Corporation's
         Common Stock is then listed or admitted to trading is open for trading.

                  (c)      The price at which shares of Common Stock shall be
         deliverable upon conversion of the Series F Preferred Stock is referred
         to herein as the "CONVERSION PRICE," and shall be determined in
         accordance with this Section 6. Each share of Series F Preferred Stock
         shall be convertible into such number of fully paid and non-assessable
         shares of Common Stock as is determined by dividing the "Original
         Price" of each share of Series F Preferred Stock by the Conversion
         Price applicable to such series in effect at the time of conversion
         without the payment of additional cash consideration. The "ORIGINAL
         PRICE" of each share of Series F Preferred Stock shall be $110.94. The
         initial Conversion Price for each share of Series F Preferred Stock
         shall be $1.1094, subject to adjustment as set forth at Section 6(e)
         below.

                  (d)      No fractional shares of Common Stock shall be issued
         upon conversion of the Series F Preferred Stock, and in lieu of any
         fractional shares to which the holder would


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         otherwise be entitled, the Corporation shall pay cash equal to such
         fraction multiplied by the applicable Market Price per share of Common
         Stock (as determined pursuant to Section 6(e)(i)) as of the date of
         such conversion.

                  (e)      The Conversion Price shall be subject to adjustment
         at any time or from time to time as provided herein:

                           (i)      In the event the average Market Price (as
                  defined below) per share of the Common Stock for the ten (10)
                  consecutive trading days beginning with the next trading day
                  immediately following the date on which the Corporation issues
                  an Earnings Release (as defined below) for the quarter ended
                  June 30, 2001 (the "AVERAGE MARKET PRICE") is less than the
                  Conversion Price, the Conversion Price shall be adjusted
                  automatically to the higher of (A) the Average Market Price or
                  (B) 75% of the Conversion Price. If the Company issues more
                  than one Earnings Release with respect to the quarter ended
                  June 30, 2001, the Average Market Price will be calculated for
                  the ten (10) consecutive trading days following each such
                  Earnings Release, and the lowest of such Average Market Prices
                  will be used for the purpose of determining the adjusted
                  Conversion Price. The effective date for the adjustment to the
                  Conversion Price pursuant to this Section 6(e)(i), if any,
                  shall be the later of (A) the eleventh trading day after the
                  Corporation issues its Earnings Release announcing its actual
                  total revenue for the quarter ended June 30, 2001 or (B)
                  immediately after the effective date of this Certificate of
                  Amendment. Notwithstanding the foregoing, the Conversion Price
                  shall be adjusted only once, if at all, pursuant to this
                  Section 6(e)(i). For the purpose of this Section 6(e)(i), the
                  term "EARNINGS RELEASE" shall mean (y) a press release issued
                  by the Corporation after March 30, 2001, providing any
                  material financial metrics regarding revenue or estimated
                  revenue or earnings or estimated earnings for the quarter
                  ended June 30, 2001 (including in each case announcements
                  regarding consolidations or expense reduction plans
                  implemented or to be implemented by the Corporation), or (z) a
                  press release issued by the Corporation announcing its actual
                  total revenue for the quarter ended June 30, 2001. If the
                  Corporation does not issue an Earnings Release on or before
                  the date of filing by the Corporation with the Securities and
                  Exchange Commission of the Corporation's Quarterly Report on
                  Form 10-Q for the quarter ended June 30, 2001, the filing of
                  such Quarterly Report on Form 10-Q shall be deemed to be the
                  Earnings Release. For the purpose of this Section 6(e)(i),
                  "MARKET PRICE" per share of Common Stock on any date shall be
                  deemed to be the closing price of the Common Stock on the
                  principal national securities exchange on which the Common
                  Stock is then listed or admitted to trading or The Nasdaq
                  Stock Market (including The Nasdaq National Market or The
                  Nasdaq SmallCap Market, as the case may be), if the Common
                  Stock is then listed or admitted to trading on any national
                  securities exchange or in such market system. The closing
                  price shall be the last reported sale price, or, in case no
                  such sale takes place on such day, the average of the closing
                  bid and asked price, as reported by said exchange or market
                  system. If the Common Stock is not then so listed on a
                  national securities exchange or in such market system, the
                  Market Price shall be deemed to be the mean between the


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                  representative closing bid and asked prices of the Common
                  Stock in the over-the-counter market as reported by the
                  National Association of Securities Dealers Automated Quotation
                  System ("NASDAQ"), including without limitation the OTC
                  Bulletin Board or, if the Common Stock is not then quoted by
                  NASDAQ, the Market Price shall be determined by agreement
                  between the Corporation and holders of Series F Preferred
                  Stock outstanding at the time of such determination
                  representing more than 50% of the number of shares of Common
                  Stock into which each share of Series F Preferred Stock is
                  then convertible in accordance with Section 6.

                           (ii)     In case the Corporation shall at any time or
                  from time to time after the date shares of Series F Preferred
                  Stock are first issued (A) pay a dividend or other
                  distribution with respect to its Common Stock in shares of the
                  Corporation's capital stock (whether shares of Common Stock or
                  of capital stock of any other class or series), (B) subdivide
                  its outstanding shares of Common Stock, or (C) combine its
                  outstanding shares of Common Stock into a smaller number of
                  shares, the conversion privilege and the Conversion Price in
                  effect immediately prior to such action shall be
                  proportionately adjusted (higher or lower, as the case may be)
                  so that the holder of any shares of Series F Preferred Stock
                  thereafter surrendered for conversion shall be entitled to
                  receive the number and kind of shares of capital stock of the
                  Corporation which it would have owned or have been entitled to
                  receive immediately following the happening of any of the
                  events described above, had such Series F Preferred Stock been
                  converted into Common Stock immediately prior thereto. An
                  adjustment made pursuant to this Section 6(e)(ii) shall (x)
                  become effective retroactively immediately after the record
                  date in the case of a dividend with respect to Common Stock
                  payable in shares of capital stock and (y) shall become
                  effective immediately after the effective date in the case of
                  a subdivision or combination. If, as a result of an adjustment
                  to the Conversion Price made pursuant to this Section
                  6(e)(ii), the holder of any shares of Series F Preferred Stock
                  thereafter surrendered for conversion shall become entitled to
                  receive shares of two or more classes of capital stock of the
                  Corporation, the Board of Directors and holders of a majority
                  of outstanding shares of Series F Preferred Stock shall
                  determine by agreement the allocation of the adjusted
                  Conversion Price between or among shares of such classes of
                  capital stock.

                           (iii)    In case the Corporation shall distribute to
                  all holders of its Common Stock evidences of its indebtedness
                  or assets (excluding any dividend payable solely in cash),
                  then in each such case the Conversion Price shall be adjusted
                  so that the same shall equal the price determined by
                  multiplying the Conversion Price in effect immediately prior
                  to the date of such distribution by a fraction, (A) the
                  numerator of which shall be the current Market Price per share
                  (determined as provided in Section 6(e)(i) above) of the
                  Common Stock on the record date for the distribution less the
                  then fair market value (as determined by agreement between the
                  Corporation and holders of Series F Preferred Stock
                  outstanding at the time of such determination representing
                  more than 50% of the number of shares of Common Stock into
                  which each share of Series F Preferred Stock is convertible)
                  of the portion of the assets or


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                  evidences of indebtedness or subscription rights, warrants or
                  other securities so distributed applicable to one share of
                  Common Stock, and (B) the denominator of which shall be such
                  current Market Price per share of the Common Stock. Such
                  adjustment shall become effective retroactively immediately
                  after the record date for the determination of stockholders
                  entitled to receive such distribution.

                           (iv)     Except as provided in Section 6(e)(iv)(E),
                  if and whenever the Corporation shall issue or sell, or is, in
                  accordance with Sections 6(e)(iv)(A) through 6(e)(iv)(C),
                  deemed to have issued or sold, any shares of Common Stock for
                  a consideration per share less than the Conversion Price, in
                  effect immediately prior to the time of such issue or sale,
                  then, forthwith upon such issue or sale, the Conversion Price
                  shall be adjusted to an amount equal to such per share
                  consideration. No adjustment shall be made to the Conversion
                  Price in the event of the issuance by the Corporation of
                  shares of Common Stock at a per share price equal to or
                  greater than the Conversion Price then in effect.

                  For purposes of this Section 6(e)(iv), the following Sections
6(e)(iv)(A) to 6(e)(iv)(E) shall also be applicable:

                  (A)      In case at any time the Corporation shall in any
         manner grant any warrants or other rights to subscribe for or to
         purchase, or any options for the purchase of, Common Stock or any stock
         or security convertible into or exchangeable for Common Stock (such
         warrants, rights or options being called "Options" and such convertible
         or exchangeable stock or securities being called "Convertible
         Securities") whether or not such Options or the right to convert or
         exchange any such Convertible Securities are immediately exercisable,
         convertible or exchangeable, and the Price Per Share (as defined below)
         for which Common Stock is issuable upon the exercise of such Options or
         upon the conversion or exchange of such Convertible Securities issuable
         upon exercise of such Options shall be less than the Conversion Price
         in effect immediately prior to the time of the granting of such
         Options, then the total maximum number of shares of Common Stock
         issuable upon the exercise of such Options or upon conversion or
         exchange of the total maximum amount of such Convertible Securities
         issuable upon the exercise of such Options shall be deemed to have been
         issued for such Price Per Share as of the date of granting of such
         Options or the issuance of such Convertible Securities. Except as
         otherwise provided in Section 6(e)(iv)(C), no adjustment of the
         Conversion Price shall be made upon the actual issue of such Common
         Stock or of such Convertible Securities upon exercise of such Options
         or upon the actual issue of such Common Stock upon conversion or
         exchange of such Convertible Securities. For purposes of this Section
         6(e)(iv), the Price Per Share shall be determined by dividing (i) the
         total amount of consideration, if any, received or receivable by the
         Corporation as consideration for the granting of such Options, plus the
         minimum aggregate amount of additional consideration payable to the
         Corporation upon the exercise of all such Options, plus, in the case of
         such Options which relate to Convertible Securities, the minimum
         aggregate amount of additional consideration, if any, payable upon the
         issue or sale of such Convertible Securities and upon


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         the conversion or exchange thereof, by (ii) the total maximum number of
         shares of Common Stock issuable upon the exercise of such Options or
         upon the conversion or exchange of all such Convertible Securities
         issuable upon the exercise of such Options.

                  (B)      In case the Corporation shall in any manner issue or
         sell any Convertible Securities, whether or not the rights to exchange
         or convert any such Convertible Securities are immediately exercisable,
         and the Price Per Share (as defined below) for which Common Stock is
         issuable upon such conversion or exchange of such Convertible Security
         shall be less than the Conversion Price in effect immediately prior to
         the time of such issue or sale, then the total maximum number of shares
         of Common Stock issuable upon conversion or exchange of all such
         Convertible Securities shall be deemed to have been issued for such
         Price Per Share as of the date of the issue or sale of such Convertible
         Securities, provided that (a) except as otherwise provided in Section
         6(e)(iv)(C), no adjustment of the Conversion Price shall be made upon
         the actual issue of such Common Stock upon conversion or exchange of
         such Convertible Securities and (b) if any such issue or sale of such
         Convertible Securities is made upon exercise of any Options to purchase
         any such Convertible Securities for which adjustments of the Conversion
         Price have been or are to be made pursuant to other provisions of this
         Section 6(e)(iv), no further adjustment of the Conversion Price shall
         be made by reason of such issue or sale. For purposes of this Section
         6(e)(iv)(B), the Price Per Share shall be determined by dividing (i)
         the total amount received or receivable by the Corporation as
         consideration for the issue or sale of such Convertible Securities,
         plus the minimum aggregate amount of additional consideration, if any,
         payable to the Corporation upon the conversion or exchange thereof, by
         (ii) the total maximum number of shares of Common Stock issuable upon
         the conversion or exchange of all such Convertible Securities.

                  (C)      Upon the happening of any of the following events,
         namely, if the Price Per Share provided for in any Option referred to
         in Section 6(e)(iv)(A), the additional consideration, if any, payable
         upon the conversion or exchange of any Option or Convertible Securities
         referred to in Section 6(e)(iv)(A) or 6(e)(iv)(B), or the rate at which
         Convertible Securities referred to in Section 6(e)(iv)(A) or
         6(e)(iv)(B) are convertible into or exchangeable for Common Stock shall
         change at any time (including, but not limited to, changes under or by
         reason of provisions designed to protect against dilution), the
         Conversion Price in effect at the time of such event shall forthwith be
         increased or decreased to the Conversion Price which would have been in
         effect at the time of such event had such Options or Convertible
         Securities still outstanding provided for such changed purchase price,
         additional consideration or conversion rate, as the case may be, at the
         time initially granted, issued or sold; and on the expiration of any
         such Option or the termination of any such right to convert or exchange
         such Convertible Securities, the Conversion Price then in effect
         hereunder shall forthwith be increased to the Conversion Price which
         would have been in effect at the time of such expiration or termination
         had such Option or Convertible Securities, to the extent outstanding
         immediately prior to such expiration or termination, never been issued,
         provided, that no readjustment pursuant to this clause (C) shall have
         the effect of increasing the Conversion Price to an amount which
         exceeds the lower of (i) the Conversion Price immediately prior


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         to the original issuance of such Options or Convertible Securities (as
         adjusted for any stock splits, stock dividends, combinations, reverse
         stock splits or the like on or with respect to the Common Stock) or
         (ii) the Conversion Price that would have resulted from any adjustment
         pursuant to Section 6(e)(i) hereof between the date of the original
         issuance of such Options or Convertible Securities and the readjustment
         date therefor.

                  (D)      In case any shares of Common Stock, Options or
         Convertible Securities shall be issued or sold for cash, the
         consideration received therefor shall be deemed to be the amount
         received by the Corporation therefor, without deduction therefrom of
         any expenses incurred or any underwriting commissions or concessions
         paid or allowed by the Corporation in connection therewith. In case any
         shares of Common Stock, Options or Convertible Securities shall be
         issued or sold for a consideration other than cash, the amount of the
         consideration other than cash received by the Corporation shall be
         deemed to be the fair value of such consideration as determined in good
         faith by the Board of Directors of the Corporation, without deduction
         of any expenses incurred or any underwriting commissions or concessions
         paid or allowed by the Corporation in connection therewith. In case any
         Options shall be issued in connection with the issue and sale of other
         securities of the Corporation, together comprising one integral
         transaction in which no specific consideration is allocated to such
         Options by the parties thereto, such Options shall be deemed to have
         been issued for such consideration as determined in good faith by the
         Board of Directors of the Corporation.

                  (E)      There shall be no adjustment of the Conversion Price
         pursuant to Section 6(e)(iv) in the case of Common Stock, Options or
         Convertible Securities to be issued (1) to an employee, consultant,
         officer or director of the Corporation or Subsidiary pursuant to any
         stock-based incentive plan or agreement that has been duly approved by
         the Corporation's Board of Directors (including, without limitation,
         the Daleen Technologies, Inc. Amended and Restated 1999 Stock Incentive
         Plan), (2) upon the issuance of no more than $5,000,000 of Common
         Stock, Options or Convertible Securities to investors who the Board of
         Directors of the Corporation determines are strategic to the future
         success of the Corporation, (3) upon the issuance of Common Stock,
         Options or Convertible Securities in transactions where the Corporation
         is acquiring all or substantially all of a third-parties' assets or
         voting securities in a transaction that would constitute a change of
         control for such third party, (4) upon conversion of the Series F
         Preferred Stock or upon exercise of the Warrants (as defined in the
         Securities Purchaser Agreement dated as of March 30, 2001, by and among
         the Corporation and the purchasers of Series F Preferred Stock named
         therein (the "SECURITIES PURCHASE AGREEMENT")), or (5) upon the
         exercise or conversion of Options, Convertible Securities, warrants or
         other securities or instruments convertible into Common Stock granted
         prior to March 30, 2001.

                           (v)      No adjustment in the Conversion Price shall
                  be required unless such adjustment would require a decrease of
                  at least one-tenth of a cent ($.001) per share in such price
                  (and no adjustment shall increase the Conversion Price except
                  in the case of reverse stock splits or other transactions
                  involving a combination of shares of Common Stock); provided,
                  that any adjustments which by reason of this Section


                                      -10-
<PAGE>   11

                  6(e)(v) are not required to be made shall be carried forward
                  and then taken into account in any subsequent adjustment;
                  provided, further, that adjustment in the Conversion Price
                  shall be required and made in accordance with the provisions
                  of this Certificate of Amendment, other than this Section
                  6(e)(v), not later than such time as may be required in order
                  to preserve the tax-free nature of a distribution (within the
                  meaning of Section 305 of the United States Internal Revenue
                  Code of 1986, as amended) to the holders of Series F Preferred
                  Stock and/or Common Stock.

                           (vi)     Anything in this Section 6 to the contrary
                  notwithstanding, the Corporation shall be entitled (but shall
                  not be required) to make such reductions in the Conversion
                  Price, in addition to those required by this Section 6, as the
                  Corporation, in its discretion, shall determine in good faith
                  to be advisable in order that any stock dividend, subdivision
                  of shares, distribution of rights to purchase stock or
                  securities or distribution of securities convertible into or
                  exchangeable for stock hereafter made by the Corporation to
                  its stockholders shall not be taxable.

                  (f)      In case of any capital reorganization or of any
         reclassification of the Common Stock of the Corporation other than as
         provided in Section 6(e), or in case of the consolidation of the
         Corporation with, or the merger of the Corporation into, any other
         entity, the Series F Preferred Stock, if any shares thereof remain
         outstanding, shall after such capital reorganization, reclassification
         of Common Stock, consolidation, or merger be convertible into the
         number of shares of stock or other securities or property of the
         Corporation, or of the corporation resulting from such consolidation or
         surviving such merger or to which such sale shall be made, as the case
         may be, to which the holder of Common Stock issuable (at the time of
         such capital reorganization, reclassification of Common Stock,
         consolidation, or merger) upon exercise of the conversion privilege of
         the Series F Preferred Stock would have been entitled upon such capital
         reorganization, reclassification of Common Stock, consolidation, or
         merger had the conversion privilege of the Series F Preferred Stock
         been exercised immediately prior thereto; and in any case, if
         necessary, the provisions set forth in this Section 6 regarding the
         rights and interest thereafter of the holders of Series F Preferred
         Stock shall be appropriately adjusted so as to be applicable, as nearly
         as may reasonably be, to any shares of stock or other securities or
         property thereafter deliverable on the exercise of the conversion
         privilege of the Series F Preferred Stock as provided in this Section
         6(f). Notwithstanding the foregoing, the provisions of this Section
         6(f) shall not apply with respect to a transaction of the type
         described in this Section 6 in the event the shares of Series F
         Preferred have been or subsequently are redeemed pursuant to Section
         5(b) as a result of such transaction.

                  (g)      If any date shall be fixed by the Corporation as the
         date as of which holders of Common Stock (i) shall be entitled to
         receive any dividend or any distribution upon the Common Stock of the
         Corporation, (ii) shall be offered any subscription or other rights, or
         (iii) shall be entitled to participate in any capital reorganization,
         reclassification of Common Stock, consolidation, or merger, described
         in Section 6(f) above, or in any liquidation, dissolution or winding up
         of the Corporation, the Corporation shall cause notice thereof


                                      -11-
<PAGE>   12

         (specifying such date) to be mailed to the holders of the Series F
         Preferred Stock, at the address or such holder as appears on the
         Corporations stock transfer ledger of receiving notice, at least thirty
         (30) days prior to the date of consummation of the transaction
         described in the notice.

                  (h)      The issuance of stock certificates representing
         shares of Common Stock upon conversion of the Series F Preferred Stock
         shall be made without charge to the exercising holder of Series F
         Preferred Stock for any tax for the issuance thereof. The Corporation
         shall not, however, be required to pay any tax that may be payable on
         any transfer involved in the issue and delivery of stock in any name
         other than that of the registered holders of Series F Preferred Stock,
         and the Corporation shall not be required to issue or deliver any such
         stock certificate unless and until the person or persons requesting the
         issue thereof shall have paid to the Corporation the amount of such tax
         or shall have established to the satisfaction of the Corporation that
         such tax has been paid.

                  (i)      The Corporation shall at all times reserve and keep
         available out of its authorized but unissued stock for the purpose of
         effecting the conversion of the Series F Preferred Stock, such number
         of its duly authorized shares of Common Stock as shall from time to
         time be sufficient to effect the conversion of the Series F Preferred
         Stock; and if at any time the number of authorized but unissued shares
         of Common Stock shall not be sufficient to effect the conversion of the
         Series F Preferred Stock at the Conversion Price then in effect, the
         Corporation will take such corporate action as may, in the opinion of
         its counsel, be necessary to increase its authorized but unissued
         shares of Common Stock to such number of shares as shall be sufficient
         for this purpose.

                  (j)      The Corporation covenants that all shares of Common
         Stock that may be issued upon conversion of the Series F Preferred
         Stock will upon issue be fully paid and nonassessable and free of all
         taxes, liens and charges for the issue thereof.

                  (k)      In each case of an adjustment or readjustment of the
         Conversion Price for the number of shares of Common Stock or other
         securities issuable upon conversion of the Series F Preferred Stock,
         the Corporation shall compute such adjustment or readjustment in
         accordance herewith and prepare a certificate showing such adjustment
         or readjustment and shall mail such certificate, by first class mail,
         postage prepaid, to each registered holder of Series F Preferred Stock
         at the address last provided by such holder as it appears on the
         Corporation's stock transfer ledger. The certificate shall set forth
         such adjustment or readjustment showing in detail the facts upon which
         such adjustment or readjustment is based including a statement of:

                           (i)      The adjusted or readjusted Conversion Price
                  for the Series F Preferred Stock; and

                           (ii)     The number of additional shares of Common
                  Stock and the type and amount, if any, of other property which
                  would be received upon conversion of the adjusted or
                  readjusted Conversion Price for the Series F Preferred Stock.


                                      -12-
<PAGE>   13

                  (l)      Except with the consent of the holders of a majority
         of the then outstanding shares of Series F Preferred Stock, the
         Corporation will not, by amendment of its Certificate of Incorporation
         or through any reorganization, transfer of all or substantially all of
         its assets, consolidation, merger, dissolution, issue or sale of
         securities or any other voluntary action, avoid or seek to avoid the
         observance or performance of any of the terms to be observed or
         performed hereunder by the Corporation, but the Corporation will at all
         times and in good faith assist in the carrying out of all of the
         provisions of this Section 6.

                  Section 7.        Voting. Except as otherwise expressly
         provided herein or as required by law, the holder of each share of
         Series F Preferred Stock shall be entitled to vote on all matters as
         shall be submitted to a vote of the holders of the Common Stock and
         shall be entitled to such number of votes as is equal to the largest
         number of full shares of Common Stock determined by dividing the
         Original Price by $1.1094 (subject to adjustment upon any stock split,
         stock dividend, reverse stock split, reclassification, or consolidation
         of or on the Common Stock). Except as required by law or otherwise
         expressly provided herein, shares of Series F Preferred Stock and
         shares of Common Stock and shares of all other classes or series of
         stock entitled to vote with the Common Stock shall be voted together as
         a single class and not as separate classes.

                  Section 8.        Restrictions and Limitations. (a) Except as
         otherwise required by law, so long as at least 50% of the shares of the
         Series F Preferred Stock that were ever outstanding at any one time
         remain outstanding (as adjusted for any combinations, consolidations,
         recapitalizations, stock splits, stock dividends and the like), the
         vote or written consent by the holders of at least a majority of the
         outstanding shares of such Series F Preferred Stock, voting or
         consenting as a separate class, shall be required for the Corporation
         to:

                           (i)      notwithstanding the provisions of Section
                  VIII of Part B of Article FOURTH of this Certificate of
                  Incorporation, authorize or issue any other class or series of
                  Preferred Stock ranking senior to or pari passu with the
                  Series F Preferred Stock as to the priority of payment of
                  amounts distributable upon dissolution, liquidation or winding
                  up of the Corporation, or increase the number of authorized
                  shares of Series F Preferred Stock. Nothing herein shall
                  prevent the Corporation from (A) authorizing or issuing a new
                  or existing series of Preferred Stock that ranks junior to the
                  Series F Preferred Stock as to the priority of payment of
                  amounts distributable upon dissolution, liquidation or winding
                  up of the Corporation or (B) from issuing shares of Series F
                  Preferred Stock and warrants to purchase Series F Preferred
                  Stock pursuant to the Securities Purchase Agreement; or

                           (ii)     pay or declare any dividend or distribution
                  on any shares of Common Stock or of any security ranking
                  junior to the Series F Preferred Stock as to payment of
                  dividends other than a distribution or other payment made upon
                  dissolution, liquidation or winding up of the Corporation in
                  accordance with the provisions of Section 4 hereof and other
                  than dividends payable solely in shares of Common Stock or in
                  shares of the capital stock of PartnerCommunity (or its
                  successors); or


                                      -13-
<PAGE>   14

                           (iii)    reclassify any Common Stock or other class
                  or series of capital stock of the Corporation into shares
                  having any preference or priority, or ranking senior to or
                  pari passu with the Series F Preferred Stock, as to the
                  payment of amounts distributable upon dissolution, liquidation
                  or winding up of the Corporation; or

                           (iv)     amend or repeal (by merger, consolidation or
                  otherwise) any provision of, or add any provision to, the
                  Corporation's Certificate of Incorporation, including this
                  Certificate of Amendment, other than changes which do not
                  amend, alter or repeal the preferences, special rights or
                  other powers of the Series F Preferred Stock so as to
                  adversely affect the Series F Preferred Stock.

                  (b)      The Corporation will not, through any reorganization,
         transfer of assets, consolidation, merger, dissolution, issue or sale
         of securities or any other voluntary action, avoid the observance or
         performance of any of the terms to be observed or performed hereunder
         by the Corporation."

         FOURTH: The Certificate of Incorporation is hereby amended by adding a
new Section VIII of Part B of Article FOURTH as follows:

         "VIII.   PREFERRED STOCK WITHOUT DESIGNATIONS AND PREFERENCES

                  Shares of preferred stock (other than preferred stock
         comprising the Preferred, as defined herein) may be issued from time to
         time in one or more series, without further stockholder approval. The
         Board of Directors of the Corporation hereby is authorized, by
         resolution or resolutions thereof, to fix or alter the rights, voting
         powers (if any), preferences, privileges and restrictions granted to or
         imposed upon each series of preferred stock, and the number of shares
         constituting any such series and the designation thereof, or of any of
         them. The rights, powers, privileges, preferences and restrictions of
         any such additional series may be subordinated to, pari passu with
         (including, without limitation, inclusion in provisions with respect to
         liquidation and acquisition preferences, redemption and/or approval of
         matters by vote), or senior to any of those of any present or future
         class or series of preferred stock or Common Stock. The Board of
         Directors also is authorized to increase or decrease the number of
         shares of any series prior or subsequent to the issue of that series,
         but not below the number of shares of such series then outstanding. In
         case the number of shares of any series shall be so decreased, the
         shares constituting such decrease shall resume the status which they
         had prior to the adoption of the resolution originally fixing the
         number of shares of such series."

         FIFTH: That, pursuant to Section 242 of the General Corporation Law of
the State of Delaware, the aforesaid amendments to the Certificate of
Incorporation was duly adopted by the stockholders of the Corporation at the
annual meeting of stockholders held on __________, 2001.


                                      -14-
<PAGE>   15

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


                                      -15-
<PAGE>   16


                  [SIGNATURE PAGE TO CERTIFICATE OF AMENDMENT]


         IN WITNESS WHEREOF, Daleen Technologies, Inc. has caused this
Certificate of Amendment to the Certificate of Incorporation to be executed by
James Daleen, its Chairman and Chief Executive Officer, and attested by Stephen
M. Wagman, its Secretary, on _________, 2001.

                                    DALEEN TECHNOLOGIES, INC.


                                    By:
                                       ----------------------------------------
                                       Name:
                                            -----------------------------------
                                       Title:
                                             ----------------------------------


                                      -16-