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                                                                   EXHIBIT 10.69


                        SETTLEMENT AND RELEASE AGREEMENT

THIS SEVERANCE AND RELEASE AGREEMENT (the "AGREEMENT") is entered in to this
20th day of December, 2002 (the "Notice Date") by and between DALEEN
TECHNOLOGIES, INC., a Delaware corporation ("Company") and James Daleen ("Team
Member") relating to Team Member's termination of employment and separation from
the company effective December 31, 2002, (the "Separation Date"). When used
herein the term "Company" includes any or all current or former affiliated
corporations, parent corporations, partnerships, divisions, and subsidiaries,
and the officers, directors, shareholders, employees, agents, attorneys,
successors and assigns of the Company.


SECTION 1. SEPARATION FROM EMPLOYMENT AND SEVERANCE PAYMENT.

         A.  Team Member's termination as an employee of the Company will begin
             and be effective on the Separation Date. Team Member will be paid
             remaining standard gross wages less applicable taxes and
             withholdings in accordance with standard payroll practices through
             the Separation Date. Team Member will also be reimbursed for all
             legitimate business expenses incurred on Company's behalf that have
             been approved and are otherwise in accordance with the Company's
             written policies. Team Member acknowledges that he has no accrued
             and unused personal time as of the Separation Date.

         B.  In exchange for the promises of the Team Member as set forth or
             otherwise described in this Agreement, the Company agrees to
             provide Team Member the severance as described below. This Section
             sets forth the entire and complete description of the severance to
             be paid to the Team Member by the Company. These payments are
             conditioned upon compliance with the post-termination obligations
             set forth in the Amended and Restated Employment Agreement between
             Company and Team Member ("Employment Agreement"), including without
             limitation Exhibits A and B thereto, and all other post-termination
             obligations to which Team Member is subject.

            i.  Company will pay Team Member a lump sum payment of $328,900
                (which is equal to twelve (12) months of Team Member's current
                base salary), to be paid on the Separation Date.

            ii. Company will pay Team Member a separation payment equal to
                $328,900, to be paid in equal installments on a monthly basis
                over a period of twenty-four (24) months, beginning on the first
                day of the thirteenth month following the Separation Date and
                ending on the first day of the thirty-sixth month following the
                Separation Date.

            iii. Company will pay the Cobra premiums for Team Member's health
                and dental benefit programs in accordance with the Team Member's
                current participation for a period of eighteen (18) months
                beginning on the Separation Date.

            iv. In the event of any Liquidity Event (as defined below), whether
                voluntary or involuntary, that occurs prior to the payment of
                all or part of the amounts payable pursuant to Section B(ii)
                hereof, the Company shall pay Team Member a lump sum payment
                equal to $657,800 less all amounts previously paid to Team
                Member pursuant to Section B(i)-(iii) hereof. Such lump sum
                payment shall be made no later than the date of the final
                distribution of assets on the shares of capital stock of the
                Company in accordance with the provisions of the Certificate of
                Incorporation of the Company, as amended, in connection with the
                Liquidity Event and, shall constitute full satisfaction of the
                Company's obligations under this Agreement. For purposes of this
                Agreement, a "Liquidity Event" shall mean any (i) liquidation,
                dissolution or winding up of the Company; (ii) a sale of all or
                substantially all of the assets and liabilities of the Company
                to a third party or (iii) a merger or consolidation of the
                Company with or into another entity pursuant to which (a) the
                capital stock of the Company outstanding immediately prior to
                the merger or consolidation is converted into or exchanged for
                securities of another entity or cash or property and (b) the
                stockholders of the Company immediately prior to the merger or
                consolidation own less than 50% of the combined voting stock of
                the surviving company (or the parent of the surviving company)
                in the merger or consolidation.
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            v.  If (i) a Liquidity Event occurs within five (5) years of the
                Separation Date, and (ii) upon the distribution of assets on the
                shares of capital stock of the Company in accordance with the
                provisions of the Certificate of Incorporation of the Company,
                as amended, in connection therewith, the Liquidity Event
                constitutes a Qualified Liquidity Event (as defined below), then
                the Company shall pay Team Member a lump sum payment equal to
                (i) $328,900, and (ii) any amounts remaining due pursuant to
                Sections B(i)-(iii), to be paid no later than the date of the
                final distribution of assets or other consideration to the
                stockholders of the Company. For purposes of this Agreement, a
                "Qualified Liquidity Event" shall mean a Liquidity Event that
                (i) results in a distribution on the shares of capital stock of
                the Company in accordance with the provisions of the Certificate
                of Incorporation of the Company, as amended, of assets valued at
                a minimum of $10 million, after payment or reservation of funds
                sufficient for payment of claims of all unsecured creditors and
                reservation of funds sufficient for payment of any amounts
                remaining due pursuant to Section B(i)-(iii) hereof or (ii) in
                the case of a merger or consolidation, results in consideration
                (including any cash, securities of another entity or property)
                to the holders of shares of capital stock of the Company valued
                at a minimum of $10 million. If some or all of such distribution
                or consideration is paid in property other than cash, the value
                of the portion of such distribution or consideration not paid in
                cash shall be the fair market value of such property as
                determined in good faith by the Board of Directors of the
                Company.

            vi. If Team Member's death occurs at any time after the Separation
                Date, then the Company shall pay Team Member's estate all
                remaining amounts payable to Team Member under this Section,
                which payments shall be made at the time and in the manner set
                forth in this Section.

         C.  Team Member acknowledges that the monies (described in this
             Agreement) represent all monies to which Team Member may now or may
             hereafter be entitled from the Company (except as set forth in this
             Section 1 D and E). This includes but is not limited to back-pay,
             severance pay, wages, overtime pay, commissions, bonuses, vacation
             pay, relocation fees, benefits, attorneys' fees and damages of any
             nature whatsoever. Team Member agrees that the above referenced
             amount paid to Team Member by Company represents the severance
             benefits as provided for in Team Member's Amended and Restated
             Employment Agreement (the "Employment Agreement").

         D.  Company and Team Member acknowledge and agree that as of the date
             of this Agreement, Team Member is the Chairman of the Board of
             Directors of the Company that the Indemnification Agreement entered
             into between Company and Team Member shall remain in effect and
             that nothing contained in this Agreement shall be construed to
             amend or negate any rights or obligations of either party under
             either the Indemnification Agreement. The parties further agree
             that the releases contained herein shall not be effective as to the
             rights and obligations of the parties under the Indemnification
             Agreement.

         E.  Company and Team Member acknowledge and agree that the Independent
             Consultant Agreement between Company and Team Member shall become
             effective January 1, 2003. The parties further agree that nothing
             contained in the Consultant Agreement or in this Agreement shall be
             construed to amend or negate any rights or obligations of either
             party under either the Consultant Agreement or this Agreement. The
             parties further agree that the releases contained herein shall not
             be effective as to the rights and obligations of the parties under
             the Consultant Agreement.

SECTION 2. COVENANTS OF TEAM MEMBER.

         A.  Team Member (on his own behalf and on behalf of his heirs, personal
             representatives, and any other person who may be entitled to make a
             claim on his behalf) (except as set forth in Section 1 D and E)
             hereby agrees to remise, release, acquit, satisfy, and forever
             discharge Company, of and from all, and all manner of action and
             actions, cause and causes of action, suits, debts, dues, sums of
             money, accounts, bills, contracts, controversies, agreements,
             promises, variances, claims and demands whatsoever, in law or in
             equity, which Team Member ever had, now has, or which any
             representative of Team Member, hereafter can, shall or may have,
             against Company, for, upon or by reason of any matter, cause or
             thing whatsoever, from the beginning of time to the day of this
             Agreement. Team Member represents that Team Member does not
             currently have on file, and has

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             not made in any forum, any complaints, charges, or claims (whether
             civil, administrative, or criminal) against Company. Team Member
             agrees not to bring any charges, claims, or actions against Company
             in the future, except claims that Company has breached its
             obligations set forth in this Agreement (except as set forth in
             Section 1 D and E).

         B.  The rights and claims which Team Member waives and releases in this
             Agreement include, to every extent allowed by law, those arising
             under the Team Member Retirement Income Security Act of 1974, the
             Civil Rights Acts of 1866, 1871, 1964 and 1991, the Rehabilitation
             Act of 1973, the Equal Pay Act of 1963, the Vietnam Era Veteran's
             Readjustment Assistance Act of 1974, the Occupational Safety and
             Health Act, the Immigration reform and Control Act of 1986, the
             Americans with Disabilities Act, the Age Discrimination in
             Employment Act of 1967, the Older Worker's Benefit Protection Act,
             and the Florida Civil Rights Act. This is not a complete list, and
             Team Member waives and releases all similar rights and claims under
             all other federal, state and local discrimination provisions and
             all other statutory and common law causes of action, to the extent
             allowed by law, relating in any way to Team Member's employment or
             separation from employment with Company.

         C.  Team Member agrees to the following Non-Solicitation and
             Confidentiality Provisions:

            i.   Without limitation of any other agreement between Team Member
                 and Company, Team Member shall not employ or engage or attempt
                 to employ or engage the services of any Team Member of Company,
                 either directly or through the agency of a third party for a
                 period of one year after the date of this Agreement.

            ii.  During  the Severance Period, Team Member shall not directly or
                 indirectly, as owner, director, employee or agent conduct or be
                 related to any business in direct competition with any business
                 of Company.

            iii. In addition to, and not in limitation of the other provisions
                 hereof or of any other agreement between Team Member and
                 Company, Team Member shall not at any time in any manner
                 interfere with, or otherwise jeopardize the business of Company
                 or do or permit to be done anything which may tend to take away
                 or diminish the trade, business or good will of Company or give
                 to any person the benefit or advantage of Company's methods of
                 operation, advertising, publicity, training, business customers
                 or accounts, or any other information relating or useful to
                 Company's business. Team Member agrees to preserve as
                 confidential or proprietary, technical and business information
                 to include, but not limited to, the Company's past, present,
                 and future business, developments, technical data,
                 specifications, designs, concepts, discoveries, copyrights,
                 improvements, product plans and information, research and
                 development plans and product roadmaps, personal information,
                 personnel information, financial information, customer or
                 business alliance partner lists, customer and business alliance
                 leads, and/or marketing programs (the "Confidential
                 Information").

            iv.  The existence of any claim or cause of action by Team Member
                 against Company predicated on this Agreement or otherwise,
                 shall not constitute a defense to the enforcement by Company of
                 these covenants.

            v.   Team Member acknowledges and confirms that the restrictions
                 contained herein are fair and reasonable and not the result of
                 overreaching, duress, or coercion of any kind.

         D.  Team Member and Company agree that each will refrain from making
             any written or oral statement or taking any action, directly or
             through others, which either knows or reasonably should know to be
             disparaging or negative concerning the Company or its officers,
             directors, team members or agents or the Team Member.

         E.  Team Member agrees that Team Member will be responsible for Team
             Member's own attorneys' fees incurred in connection with the
             negotiation, preparation and execution of this Agreement and that
             Team Member unconditionally releases and discharges Employer from
             any claim for such attorneys' fees incurred by Team Member or on
             Team Member's behalf.

         F.  Team Member agrees and acknowledges that this Agreement does not
             constitute an admission by Employer of any violation of any
             federal, state, or local statue or regulation, or any violation of
             any of Team Member's rights or of any duty owed by Employer to Team
             Member.

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         G.  Team Member warrants that, except for information and materials
             retained for use under the Consultant Agreement and in his position
             as Chairman of the Board of Directors of the Company, Team Member
             has surrendered to the Company, in good condition, all material
             records (and copies thereof) pertaining to Company's business
             operations and related to any work performed for Company, all
             Company property, and any and all third party property, including
             all confidential and/or proprietary information, drawings, computer
             programs or copies thereof, documentation, notebooks and notes,
             reports and any other materials on electronic or printed media.
             Included are any documents or media containing the names,
             addresses, and other information with regard to Confidential
             Information.

         H.  It is recognized and acknowledged that a breach by the Team Member
             or the Company of any of the covenants in Section 2 of this
             Agreement will cause irreparable harm and damage to the other
             party, the monetary amount of which may be virtually impossible to
             ascertain. As a result, each recognizes and acknowledges that the
             other party shall be entitled to, in addition to any other remedies
             available to the other party, an injunction from any court of
             competent jurisdiction enjoining and restraining any violation of
             any or all of the covenants contained in Section 2 of this
             Agreement by Team Member or Company and such right to an injunction
             shall be cumulative and in addition to whatever other remedies the
             Company or the Team Member (as the case may be) may possess.

         I.  Team Member agrees and acknowledges that Team Member will be
             responsible for payment of any outstanding balance on Team Member's
             company-issued or company-guaranteed American Express account. Team
             Member agrees that Company will be entitled to deduct from Team
             Member's first payment an amount equal to the unpaid balance on the
             American Express account as of the Separation Date. If the amount
             of the outstanding balance on Team Member's American Express
             account exceeds the amount of Team Member's first payment, then
             Company will be entitled to deduct from Team Member's subsequent
             payments an amount equal to the remaining balance on the American
             Express account. Notwithstanding, Team Member acknowledges that
             Company is entitled to deduct from any of Team Member's payments an
             amount equal to any remaining balance on Team Member's
             company-issued or company-guaranteed American Express account.

SECTION 3. INFORMED, VOLUNTARY SIGNATURE.

              Company has informed Team Member that he may consult counsel
              before executing this Agreement. Team Member agrees that Team
              Member has had a full and fair opportunity to review this
              Agreement with counsel and signs it knowingly, voluntarily, and
              without duress or coercion. Further, in executing this Agreement,
              Team Member agrees that Team Member has not relied on any
              representation or statement not set forth in this Agreement.

SECTION 4. MISCELLANEOUS.

              This Agreement shall be interpreted and enforced in accordance
              with the laws of the State of Florida. Each of the parties submits
              to the jurisdiction of any state or federal court sitting in Palm
              Beach County, Florida, in any action or proceeding arising out of
              or relating to this Agreement and agrees that all claims in
              respect of the action or proceeding may be heard and determined by
              any such court. In addition, the parties agree to waive any rights
              to a jury trial should any dispute arise under this Agreement or
              related in any way to Team Member's employment with Company. This
              Agreement represents the sole and entire agreement between the
              parties and supersedes any and all prior agreements (except as set
              forth in Section 1 D and E), negotiations, and discussions between
              the parties or their respective counsel with respect to the
              subject matters covered herein. If either party initiates
              proceedings for the other's breach of this Agreement, the
              prevailing party shall recover attorneys' fees and costs,
              including such fees and costs on any enforcement or appeal
              proceedings. If one or more paragraphs of this Agreement are ruled
              invalid or unenforceable, such invalidity or unenforceability
              shall not affect any other provision of the Agreement, which shall
              remain in full force and effect. This Agreement may be modified
              only in writing signed by both parties. Both parties agree that,

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              unless required by law or by a court of competent jurisdiction,
              this Agreement shall remain confidential and will not be used for
              any purpose other than enforcing its specific terms in any
              proceeding between the parties. If this document must be filed in
              any court proceeding, the person seeking to file it will do so
              only under seal, unless expressly prohibited by the court. This
              Agreement may be executed in two counterparts, each of which shall
              constitute an original, but all of which together shall constitute
              one and the same document.

IN WITNESS WHEREOF, Team Member and Company have agreed upon and executed this
Agreement as of the date first set forth above.

TEAM MEMBER:                                DALEEN TECHNOLOGIES, INC.:

   /s/ James Daleen                         By:      /s/ Gordon Quick
--------------------------------------         --------------------------------
Signature of Team Member                    Title: President and Chief Executive
                                                   Officer

Date:  December 30, 2002                    Date:  December 30, 2002


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