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                                                                  EXHIBIT 3.1(c)


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                           DALEEN TECHNOLOGIES, INC.

     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, (a) the Board of Directors of the
Corporation, at a meeting duly called and held, duly adopted resolutions: (i)
proposing and declaring advisable the amendments to the Corporation's
Certificate of Incorporation, as amended (the "Certificate of Incorporation"),
set forth herein; and (ii) directing that such amendments be submitted to the
stockholders of the Corporation for consideration, action and approval and (b)
the stockholders of the Corporation duly approved and adopted the amendments to
the Certificate of Incorporation at a special meeting of stockholders duly
called and held in accordance with Sections 211 and 222 of the General
Corporation Law of the State of Delaware.

     SECOND:  Article FOURTH of the Certificate of Incorporation 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) shares
     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 588,312 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 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
Article FOURTH, Part B-VII, Section 2 in its entirety and substituting in lieu
thereof the following:

          "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 588,312,
     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

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     convertible as provided in Section 6 hereof, and shall be entitled to vote
     as provided in Section 7 hereof."

     FOURTH:  The Certificate of Incorporation is hereby amended by deleting
Article FOURTH, Part B-VII, Section 5 in its entirety and substituting in lieu
thereof the following:

          "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).

          (c) Notwithstanding the forgoing Section 5(b), such Section shall not
     be applicable, nor shall the Corporation be required to redeem any issued
     and outstanding shares of Series F Preferred Stock in connection with or
     upon the consummation of the transactions contemplated by the Asset
     Purchase Agreement dated October 7, 2002, by and among the Corporation,
     Daleen Solutions, Inc. and Abiliti Solutions, Inc. (the "Abiliti Asset
     Purchase Agreement") or the Investment Agreement dated October 7, 2002,
     among the Corporation, Behrman Capital II, L.P. and Strategic Entrepreneur
     Fund II, L.P. (the "Behrman Investment Agreement")."

     FIFTH:  The Certificate of Incorporation is hereby amended by deleting
Article FOURTH, Part B-VII, Section 6(e)(iv)(E) in its entirety and substituting
in lieu thereof the following:

          "(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 Purchase 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
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     AGREEMENT")), (5) in connection with the transactions contemplated by the
     Abiliti Asset Purchase Agreement or the Behrman Investment Agreement (each
     as defined in Article FOURTH, Part B-VII, Section 5(c) above), including
     without limitation the issuance of Common Stock, Series F Preferred Stock,
     Options and/or Convertible Securities in connection therewith and the
     issuance of Common Stock upon conversion or exercise of the Series F
     Preferred Stock, Options and Convertible Securities issued in connection
     therewith, or (6) 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."

     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.


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                  [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 President and Chief Executive Officer, on December 20, 2002.

                                          DALEEN TECHNOLOGIES, INC.

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

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