Daleen Technologies Inc Sample Contracts

Daleen Technologies Inc – Daleen Announces Settlement Agreement (October 14th, 2004)

BOCA RATON, Fla. – October 13, 2004 – Daleen Technologies, Inc. (OTCBB: DALN.OB) (“Daleen”), a global provider of licensed and outsourced billing and customer management, operational support systems (OSS) and revenue assurance solutions for traditional and next generation service providers, today announced that it has reached an agreement in principle with plaintiffs to settle a consolidated class action lawsuit brought on behalf of a purported class of stockholders of Daleen common stock against Daleen, its directors, Behrman Capital II, L.P. and certain affiliates, Daleen’s largest stockholder (“Behrman”), and Quadrangle Group LLC and certain affiliates (“Quadrangle”). The agreement in principle is subject to a number of conditions including the execution of a formal settlement agreement and approval by the Court of Chancery of the State of Delaware.

Daleen Technologies Inc – Transaction Restructuring Agreement (September 27th, 2004)

This is a Transaction Restructuring Agreement (this “Agreement”) by and among (a) Daleen Technologies Inc., a Delaware corporation (“Daleen”), (b) Daleen Holdings, Inc, a Delaware corporation (“Holdings”), (c) Parallel Acquisition, Inc, a Delaware corporation, (“Acquisition Sub”), (d) Protek Telecommunications Solutions Limited, a corporation organized under the laws of England and Wales, whose principal place of business is located at 1 York Road, Maidenhead, Berkshire, United Kingdom (“Protek”), (e) Paul A. Beaumont, Geoff Butcher, Ian Watterson, Michael White, Michael Kersten and Barbara Krystyna Kalinowska (each, a “Protek Seller”), (f) Quadrangle Capital Partners LP, a Delaware limited partnership (“QCP”), Quadrangle Select Partners LP, a Delaware limited partnership (“QSP”), Quadrangle Capital Partners-A LP, a Delaware limited partnership (“QCP-A” and together with QCP and QSP, the “Quadrangle Entities”), (g) Behrman Capital II, L.P., a Delaware limited partnership (“Behrman”), (

Daleen Technologies Inc – SECURITY AGREEMENT (August 16th, 2004)

EXHIBIT 10.2 EXECUTION VERSION SECURITY AGREEMENT SECURITY AGREEMENT dated as of July 2, 2004 by and among DALEEN TECHNOLOGIES, INC., a Delaware corporation (the "DEBTOR"), the subsidiaries of the Debtor listed on the signature pages hereto (the "Subsidiaries") and BEHRMAN CAPITAL II, L.P., a Delaware limited partnership (the "SECURED PARTY") as collateral agent for itself and STRATEGIC ENTREPRENEUR FUND II, L.P., a Delaware limited partnership ("SEF"). RECITALS WHEREAS, the Debtor is a party to that certain Subordinated Bridge Loan Agreement dated as of May 7, 2004 (as amended and in effect from time to time, the "LOAN AGREEMENT"), by and among the Debtor, as borrower, and the Secured Party and SEF, as lenders. Pursuant to the Loan Agreement, the Secured Party and

Daleen Technologies Inc – SECOND LOAN MODIFICATION AGREEMENT (August 16th, 2004)

EXHIBIT 10.1 SECOND LOAN MODIFICATION AGREEMENT THIS SECOND LOAN MODIFICATION AGREEMENT (this "Agreement") is entered into as of June 30, 2004, by and between DALEEN TECHNOLOGIES, INC. whose address is 902 Clint Moore Road, Suite 230, Boca Raton, Florida 33487 (the "Company") and each of the Subsidiaries who now or hereafter are parties to this Agreement (individually and collectively "Borrower") and Silicon Valley Bank ("Lender") whose address is 3003 Tasman Drive, Santa Clara, California 95054. 1. DESCRIPTION OF EXISTING OBLIGATIONS: Among other indebtedness which may be owing by Borrower to Lender, Borrower is indebted to Lender pursuant to, among other documents, an Export-Import Bank Loan and Security Agreement, dated February 24, 2004 (as may be amended from time to time, the "Loan Agreement"). The Loan Agreement provides for, among other things, an Exim Committed Line in an am

Daleen Technologies Inc – FORM OF INDEMNITY PROMISSORY NOTE (May 17th, 2004)

EXHIBIT 10.5 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. DALEEN HOLDINGS, INC. FORM OF INDEMNITY PROMISSORY NOTE (NON-NEGOTIABLE) $1,650,000.00 Boca Raton, Florida Daleen Holdings, Inc. (the "Obligor"), a Delaware corporation, for value received, hereby promises to pay to ___________ ("Holder"), in Holder's capacity as the Sellers' Rep and for the benefit of the Sellers, in lawful money of the

Daleen Technologies Inc – AGREEMENT (May 17th, 2004)

EXHIBIT 10.18 DATED AS OF MAY 7, 2004 (1) PROTEK NETWORK MANAGEMENT (U.K.) LIMITED (2) DALEEN TECHNOLOGIES, INC -------------------------------------------------------------------------------- WORKING CAPITAL FACILITY AGREEMENT -------------------------------------------------------------------------------- NICHOLSON GRAHAM & JONES 110 CANNON STREET LONDON EC4N 6AR TEL: 020 7648 9000 FAX: 020 7648 9001 REF: RAH/Daleen CONTENTS CLAUSE PAGE

Daleen Technologies Inc – STOCK PURCHASE AGREEMENT (May 17th, 2004)

EXHIBIT 10.4 EXECUTION COPY ================================================================================ STOCK PURCHASE AGREEMENT by and among DALEEN HOLDINGS, INC., PROTEK TELECOMMUNICATIONS SOLUTIONS LIMITED, PAUL A. BEAUMONT, GEOFF BUTCHER, IAN WATTERSON, MICHAEL WHITE, MICHAEL KERSTEN and BARBARA KRYSTYNA KALINOWSKA -------------------- Dated as of May 7, 2004 -------------------- ================================================================================ TABLE OF CONTENTS

Daleen Technologies Inc – AGREEMENT AND PLAN OF MERGER AND (May 17th, 2004)

EXECUTION VERSION EXHIBIT 10.2 ================================================================================ AGREEMENT AND PLAN OF MERGER AND SHARE EXCHANGE AMONG DALEEN HOLDINGS, INC., PARALLEL ACQUISITION, INC., DALEEN TECHNOLOGIES, INC., BEHRMAN CAPITAL II, L.P. AND STRATEGIC ENTREPRENEUR FUND II, L.P. DATED AS OF MAY 7, 2004 ================================================================================ TABLE OF CONTENTS Section

Daleen Technologies Inc – RE: RETENTION BONUS AGREEMENT (May 17th, 2004)

EXHIBIT 10.20 May 6, 2004 David McTarnaghan ------------------- ------------------- RE: RETENTION BONUS AGREEMENT Dear Mr. McTarnaghan: I am pleased to inform you that you have been selected to be eligible to receive a retention bonus if you continue to be employed by Daleen Technologies, Inc. (the "Company") through May 6, 2005 or, if earlier, the date of the completion of a merger between the Company and Daleen Holdings, Inc. This letter sets out the terms and conditions of the retention bonus arrangement (the "Agreement") between you and the Company. For purposes of this Agreement, "Merger Transaction" means the completion of the merger of the Company with and into a subsidiary of Daleen Holdings, Inc., in accordance with the terms of a merger agreement among the Company, Daleen Holdings, Inc. and certain other parties. For purposes of t

Daleen Technologies Inc – RE: RETENTION BONUS AGREEMENT (May 17th, 2004)

EXHIBIT 10.19 May 6, 2004 Gordon Quick ____________________ ____________________ RE: RETENTION BONUS AGREEMENT Dear Mr. Quick: I am pleased to inform you that you have been selected to be eligible to receive a retention bonus if you continue to be employed by Daleen Technologies, Inc. (the "Company") through May 6, 2005 or, if earlier, the date of the completion of a merger between the Company and Daleen Holdings, Inc. This letter sets out the terms and conditions of the retention bonus arrangement (the "Agreement") between you and the Company. For purposes of this Agreement, "Merger Transaction" means the completion of the merger of the Company with and into a subsidiary of Daleen Holdings, Inc., in accordance with the terms of a merger agreement among the Company, Daleen Holdings, Inc. and certain other parties. For purposes of this

Daleen Technologies Inc – TRANSACTION SUPPORT AGREEMENT (May 17th, 2004)

EXHIBIT 10.12 TRANSACTION SUPPORT AGREEMENT This Transaction Support Agreement (this "Agreement"), dated as of May 7, 2004, is by and among Quadrangle Capital Partners LP, a Delaware limited partnership ("QCP"), Quadrangle Select Partners LP, a Delaware limited partnership ("QSP"), Quadrangle Capital Partners-A LP, a Delaware limited partnership ("QCP-A" and together with QCP and QSP, the "Quadrangle Entities"), Daleen Technologies, Inc., a Delaware corporation ("Daleen"), Daleen Holdings, Inc., a newly formed Delaware corporation that is a wholly owned subsidiary of Daleen ("Newco"), Behrman Capital II, L.P., a Delaware limited partnership ("Behrman"), Strategic Entrepreneur Fund II, L.P., a Delaware limited partnership ("SEF"), Protek Telecommunications Solutions Ltd., a corporation organized under the laws of England and Wales, whose principal place of business is located at 1 York

Daleen Technologies Inc – FORM OF 2004 STOCK INCENTIVE PLAN (May 17th, 2004)

EXHIBIT 10.11 [NAME OF CORPORATION] FORM OF 2004 STOCK INCENTIVE PLAN 1. PURPOSES [NAME OF CORPORATION], a [Delaware] corporation (the "COMPANY"), desires to afford certain employees, directors and other persons providing services for the Company or any parent corporation or subsidiary corporation of the Company now existing or hereafter formed or acquired who are responsible for the continued growth of the Company an opportunity to acquire a proprietary interest in the Company, and thereby create in such persons an increased interest in and a greater concern for the welfare of the Company and its subsidiaries. The Company, by means of this 2004 Stock Incentive Plan (the "PLAN"), seeks to retain for itself and any parent corporation or subsidiary corporation of the Company the services of persons now holding key positions and also to

Daleen Technologies Inc – SUBORDINATED BRIDGE LOAN AGREEMENT (May 17th, 2004)

EXHIBIT 10.14 EXECUTION COPY -------------------------------------------------------------------------------- SUBORDINATED BRIDGE LOAN AGREEMENT BY AND AMONG DALEEN TECHNOLOGIES, INC., AS BORROWER AND BEHRMAN CAPITAL II, L.P. AND STRATEGIC ENTREPRENEUR FUND II, L.P., AS LENDERS DATED AS OF MAY 7, 2004 -------------------------------------------------------------------------------- TABLE OF CONTENTS Page

Daleen Technologies Inc – CERTIFICATE OF INCORPORATION (May 17th, 2004)

EXHIBIT 10.7 FORM OF CERTIFICATE OF INCORPORATION OF DALEEN HOLDINGS, INC. FIRST: The name of the corporation is Daleen Holdings, Inc. (the "Corporation"). SECOND: The address of the Corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, County of New Castle. The name of its registered agent at such address is Corporation Trust Company. THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware. FOURTH: The aggregate number of shares of capital stock which the Corporation is authorized to issue is four million five hundred thousand one hundred (4,500,100) shares, con

Daleen Technologies Inc – INVESTMENT AGREEMENT (May 17th, 2004)

EXHIBIT 10.6 EXECUTION VERSION -------------------------------------------------------------------------------- SERIES A CONVERTIBLE REDEEMABLE PIK PREFERRED STOCK INVESTMENT AGREEMENT BY AND AMONG DALEEN HOLDINGS, INC., QUADRANGLE CAPITAL PARTNERS LP, QUADRANGLE SELECT PARTNERS LP, QUADRANGLE CAPITAL PARTNERS-A LP, BEHRMAN CAPITAL II, L.P., AND STRATEGIC ENTREPRENEUR FUND II, L.P. DATED AS OF MAY 7, 2004 -------------------------------------------------------------------------------- TABLE OF CONTENTS

Daleen Technologies Inc – STOCKHOLDERS' AGREEMENT (May 17th, 2004)

EXHIBIT 10.9 -------------------------------------------------------------------------------- FORM OF STOCKHOLDERS' AGREEMENT BY AND AMONG DALEEN HOLDINGS, INC. AND THE OTHER SIGNATORIES HERETO DATED AS OF ____________ ___, 2004 -------------------------------------------------------------------------------- TABLE OF CONTENTS PAGE 1. Restriction on Transfer of Shares.............................................. 2 1.1. Transfers to be Made Only as Permi

Daleen Technologies Inc – EMPLOYMENT AGREEMENT (May 17th, 2004)

EXHIBIT 10.13 EMPLOYMENT AGREEMENT WITH GORDON D. QUICK Dated as of May 7, 2004 The parties to this Employment Agreement (the "Agreement") are Daleen Holdings, Inc., a Delaware corporation (the "Company"), and Gordon D. Quick (the "Executive"). The Company proposes to enter into a series of transactions (the "Transactions") pursuant to which the Company shall (i) cause its newly formed, wholly-owned subsidiary to merge with and into Daleen Technologies, Inc., a Delaware corporation ("Daleen") and (ii) purchase all of the shares of the outstanding capital stock of Protek Telecommunications Solutions Ltd, a company organized under the laws of England and Wales ("Protek"). Upon the date of consummation of the Transactions (the "Effective Date"), each of Daleen and Protek will be a wholly-owned subsidiary of the Company. The Company desires

Daleen Technologies Inc – FORM OF REVOLVING SUBORDINATED PROMISSORY NOTE (May 17th, 2004)

EXHIBIT 10.15 THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THIS PROMISSORY NOTE IS SUBORDINATED IN FAVOR OF SILICON VALLEY BANK AND ITS SUCCESSORS AND ASSIGNS PURSUANT TO A SUBORDINATION AGREEMENT DATED AS OF MAY 7, 2004. DALEEN TECHNOLOGIES, INC. FORM OF REVOLVING SUBORDINATED PROMISSORY NOTE (NON-NEGOTIABLE) $5,100,000.00 Boca Raton, Florida Daleen Technologies, Inc. (the "Borrower"), a Delaware corporat

Daleen Technologies Inc – SUBORDINATION AGREEMENT (May 17th, 2004)

EXHIBIT 10.16 SUBORDINATION AGREEMENT This Subordination Agreement (this "Agreement") dated as of May 7, 2004, is by and among Behrman Capital II, L.P., a Delaware limited partnership ("Behrman"), Strategic Entrepreneur Fund II, L.P., a Delaware limited partnership ("SEF" and collectively with Behrman, "Creditor"), and Silicon Valley Bank (`Bank"). RECITALS A. Daleen Technologies, Inc. ("Borrower") has requested and/or obtained credit from Bank which may be secured by its assets and property. B. Creditor has extended credit to Borrower and/or may later extend other credit to Borrower pursuant to the terms of a Subordinated Bridge Loan Agreement dated May 7, 2004, in the form attached as Exhibit A (the "Subordinated Bridge Loan Agreement"). The promissory notes under such Subordinated Bridge Loan Agreement are subject to a Not

Daleen Technologies Inc – REGISTRATION RIGHTS AGREEMENT (May 17th, 2004)

EXHIBIT 10.10 -------------------------------------------------------------------------------- FORM OF REGISTRATION RIGHTS AGREEMENT BY AND AMONG DALEEN HOLDINGS, INC. AND THE OTHER SIGNATORIES HERETO DATED AS OF __________ ___, 2004 -------------------------------------------------------------------------------- FORM OF REGISTRATION RIGHTS AGREEMENT _____________ ___, 2004 The parties to this Registration Rights Agreement (this "Agreement") are Daleen Holdings, Inc., a Delaware corporation (the "Company"), those Persons (as defined below) listed on Schedule A attached hereto, and those other Persons

Daleen Technologies Inc – LOAN MODIFICATION AGREEMENT (May 17th, 2004)

EXHIBIT 10.17 LOAN MODIFICATION AGREEMENT THIS LOAN MODIFICATION AGREEMENT (this "Agreement") is entered into as of May 7, 2004, by and between DALEEN TECHNOLOGIES, INC. whose address is 902 Clint Moore Road, Suite 230, Boca Raton, Florida 33487 (the "Company") and each of the Subsidiaries who now or hereafter are parties to this Agreement (individually and collectively "Borrower") and Silicon Valley Bank (`Lender') whose address is 3003 Tasman Drive, Santa Clara, CA 95054. 1. DESCRIPTION OF EXISTING OBLIGATIONS: Among other indebtedness which may be owing by Borrower to Lender, Borrower is indebted to Lender pursuant to, among other documents, an Export-Import Bank Loan and Security Agreement, dated February 24, 2004 (as may be amended from time to time, the "Loan Agreement"). The Loan Agreement provides for, among other things, an Exim Committed Line in an amount not to exceed

Daleen Technologies Inc – FIRST AMENDMENT TO LEASE (May 17th, 2004)

EXHIBIT 10.1 Re: Lakeview Office Center 14500 South Outer Forty Road Chesterfield, Missouri FIRST AMENDMENT TO LEASE THE STATE OF MISSOURI Section Section KNOW ALL MEN BY THESE PRESENTS: COUNTY OF ST. LOUIS Section THIS FIRST AMENDMENT TO LEASE (this "Amendment") has been executed as of the 25th day of March, 2004, by Olympia Properties, L.L.C., a Washington limited liability company, ("Landlord"), and DALEEN SOLUTIONS, INC., a Delaware corporation ("Tenant"). R E C I T A L S: A. Landlord and Intertech Management Group, Inc. ("Prior Tenant") have heretofore executed that certain Lease (the "Lease"), dated as of September 16, 1999,

Daleen Technologies Inc – TO AGREEMENT AND PLAN OF MERGER AND SHARE EXCHANGE (May 17th, 2004)

EXHIBIT 10.3 EXHIBIT B TO AGREEMENT AND PLAN OF MERGER AND SHARE EXCHANGE FORM OF INDEMNITY ESCROW AGREEMENT This is an Indemnity Escrow Agreement (this "Agreement") entered into as of ___________, 2004 by and among Daleen Holdings, Inc., a Delaware corporation ("Parent"), Behrman Capital II, L.P., a Delaware limited partnership ("Behrman"), Strategic Entrepreneur Fund II, L.P., a Delaware limited partnership ("SEF"), ________________ and ________________ as the stockholders' representative appointed pursuant to Section 9.05 of the Merger Agreement (as defined below) (jointly, the "Stockholders' Representative"), and SunTrust Bank, as escrow agent (the "Escrow Agent"). Certain terms used in this Agreement without definition in context or in Section 13 of this Agreement have the meanings given to them in that Agreement and Plan of M

Daleen Technologies Inc – LEASE AGREEMENT (March 18th, 2004)

EXHIBIT 10.51 Daleen Technologies, Inc. 902 Clint Moore Road Suite 230 Boca Raton, FL 33487 LEASE AGREEMENT THIS LEASE AGREEMENT, made and entered into by and between Regent Holding, LLC, a Florida limited liability company ("Landlord"), and Daleen Technologies, Inc., a Delaware company ("Tenant"): WITNESSETH: 1.01 PREMISES: In consideration of the obligation of Tenant to pay rent and of the other terms, provisions and covenants hereof, Landlord leases to Tenant and Tenant leases from Landlord, all that portion of certain real property situated within the County of Palm Beach, State of Florida, legally described in Exhibit A

Daleen Technologies Inc – BORROWER AGREEMENT (March 18th, 2004)

EXHIBIT 10.53 EXPORT-IMPORT BANK OF THE UNITED STATES WORKING CAPITAL GUARANTEE PROGRAM BORROWER AGREEMENT THIS BORROWER AGREEMENT (this "Agreement") is made and entered into by the entity identified as Borrower on the signature page hereof ("Borrower") in favor of the Export-Import Bank of the United States ("Ex-Im Bank") and the institution identified as Lender on the signature page hereof ("Lender"). RECITALS Borrower has requested that Lender establish a Loan Facility in favor of Borrower for the purposes of providing Borrower with pre-export working capital to finance the manufacture, production or purchase and subsequent export sale of Items. It is a condition to the establishment of such Loan Facility that Ex-Im Bank guarantee the payment of ninety percent (90%) of ce

Daleen Technologies Inc – REVOLVING NOTE (March 18th, 2004)

Exhibit 10.54 REVOLVING NOTE $2,000,000 ___________, _______ February 24, 2004 FOR VALUE RECEIVED, the undersigned, DALEEN TECHNOLOGIES, INC., a Delaware corporation and each of the subsidiaries who are now or hereafter parties to this Note (collectively, "Borrower") jointly and severally promise to pay to the order of SILICON VALLEY BANK, a California-chartered bank ("Bank"), at such place as the holder hereof may designate, in lawful money of the United States of America, the aggregate unpaid principal amount of all advances ("Advances") made by Bank to Borrower in accordance with the terms and conditions of the Export-Import Bank Loan and Security Agreement between Borrower and Bank of even date herewith (as amended from time to time, the "Loan Agreement"), up to a ma

Daleen Technologies Inc – EXPORT-IMPORT BANK LOAN AND SECURITY AGREEMENT (March 18th, 2004)

EXHIBIT 10.52 ================================================================================ EXPORT-IMPORT BANK LOAN AND SECURITY AGREEMENT BY AND AMONG DALEEN TECHNOLOGIES, INC. AND ITS SUBSIDIARIES AND SILICON VALLEY BANK FEBRUARY 24, 2004 ================================================================================ THIS EXPORT-IMPORT BANK LOAN AND SECURITY AGREEMENT (this "Agreement" or this "Exim Agreement") dated February __, 2004, among SILICON VALLEY BANK ("Bank"), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and DALEEN TECHNOLOGIES, INC. whose address is 902 Clint Moore Road, Suite 230, Boca Raton, Florida 33487 (the "Company") and each of the Subsidiaries who now or hereafter are parties t

Daleen Technologies Inc – LEASE ADMENDMENT (November 12th, 2003)

THIS LEASE AMEDMENT, made and entered into as of 10-17-03 by and between FOUR HUNDRED CHESTERFIELD CENTER INC., formerly known as 400 CHESTERFIELD CENTER CORP., hereinafter referred to as “Landlord,” and DALEEN SOLUTIONS, INC., formerly INTERTECH MANAGEMENT GROUP, INC. d/b/a ABILITI SOLUTIONS, INC., hereinafter referred to as “Tenant”:

Daleen Technologies Inc – REGISTRATION RIGHTS AGREEMENT (August 14th, 2003)

EXHIBIT 10.2 AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT This Amendment No. 1 (this "Amendment") to the Registration Rights Agreement dated as of March 30, 2001 (the "Registration Rights Agreement") among Daleen Technologies, Inc. a Delaware corporation (the "Company"), the Purchasers signatory thereto (each a "Purchaser" and collectively, the "Purchasers"), and Robertson Stephens, Inc., a Pennsylvania corporation (the "Placement Agent"), made effective as of this __ day of May, 2003 (the "Effective Date"), is entered into by and among (i) the Company, and (ii) the Purchasers signatory hereto. RECITALS A. The Company, the Placement Agent, and the Purchasers entered into the Registration Rights Agreement in connection with the purchase by the Purchasers of securities issued by the Company.

Daleen Technologies Inc – LEASE (August 14th, 2003)

EXHIBIT 10.1 LEASE THIS LEASE AGREEMENT (this "Lease") is entered into as of September 16, 1999, between OLYMPIA PROPERTIES, L.L.C., a Washington limited liability company ("Landlord"), and INTERTECH MANAGEMENT GROUP, INC. ("Tenant"). DEFINITIONS AND BASIC PROVISIONS 1. The definitions and basic provisions set forth in the Basic Lease Information (the "Basic Lease Information") executed by Landlord and Tenant contemporaneously herewith are incorporated herein by reference for all purposes. LEASE GRANT 2. Subject to the terms of this Lease, Landlord leases to Tenant, and Tenant leases from Landlord, the Premises. TERM 3. If the Comme

Daleen Technologies Inc – EMPLOYMENT AGREEMENT (May 14th, 2003)

EXHIBIT 10.1 EMPLOYMENT AGREEMENT -------------------- This EMPLOYMENT AGREEMENT ("this Agreement") is made and effective this 1st day of June 2000, by and between DALEEN TECHNOLOGIES, INC., a Florida corporation located at 1750 Clint Moore Road, Boca Raton, FL 33487 ("DTI" or "Employer"), and Jeanne Prayther at 541 Slippery Rock Road, Westin, FL. 33327 ("Employee"). WITNESSETH: WHEREAS, DTI believes it is in DTI's best interest to employ Employee, and Employee desires to be employed by DTI; WHEREAS, DTI and Employee desire to set forth the terms and conditions on which Employee shall be employed by and provide his services to DTI. NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, th

Daleen Technologies Inc – LEASE (March 28th, 2003)

EXHIBIT 10.68 LEASE THIS LEASE, entered into as of the 12th day of May, 1998, between 400 CHESTERFIELD CENTER CORP. hereinafter called "Landlord," and INTERTECH MANAGEMENT GROUP, INC. hereinafter called "Tenant." WITNESSETH: 1. PREMISES. Landlord, for and in consideration of the rents, covenants and agreements hereinafter mentioned and hereby agreed to be paid, kept and performed by Tenant, does hereby lease with covenant for quiet enjoyment to Tenant, and Tenant hereby leases from Landlord the 24,103* rentable square feet of space shown on EXHIBIT A attached hereto and made a part hereof by reference (hereinafter referred to as the "leased premises") in the building (the "Building; reference herein to the Building shall also mean and include the garage and other parking areas serving the Building) known as 400 Chesterfield Center, Suites 130, 200, 3

Daleen Technologies Inc – EMPLOYMENT AGREEMENT (March 28th, 2003)

EXHIBIT 10.66 EMPLOYMENT AGREEMENT WITH GORDON QUICK OCTOBER 7, 2002 The parties to this Employment Agreement (this "Agreement") are Daleen Technologies, Inc., a Delaware corporation (the "Company"), and Gordon Quick (the "Executive"). The parties wish to provide for the employment of the Executive as Chief Executive Officer of the Company as of the Effective Date. For purposes of this Agreement, the "Effective Date" shall mean the closing date under the Asset Purchase Agreement among the Company, Daleen Solutions, Inc. and Abiliti Solutions, Inc., dated October 7, 2002. Accordingly, the parties, intending to be legally bound, agree as follows: 1. POSITION AND DUTIES. 1.1. TITLES; REPORTING; DUTIES. During the term of the Executive's employment under this Agreement, the Company shall employ t

Daleen Technologies Inc – SUPPLEMENTAL VOTING AGREEMENT (March 28th, 2003)

EXHIBIT 10.65 SUPPLEMENTAL VOTING AGREEMENT This VOTING AGREEMENT (this "Agreement") is made as of October 7, 2002, among HarbourVest Partners V -- Direct Fund and L.P., HarbourVest Partners VI -- Direct Fund, L.P. (the "HarbourVest Funds"), Abiliti Solutions, Inc., a Missouri corporation ("Abiliti", and together with the HarbourVest Funds, the "Stockholders") and Behrman Capital II, L.P. and Strategic Entrepreneur Fund II, L.P. (together, the "Behrman Entities"). A. Daleen Technologies, Inc. ("Daleen"), and the Behrman Entities are entering concurrent with the execution of this Agreement into an Investment Agreement (the "Investment Agreement") pursuant to which the Behrman Entities are investing approximately $5 million into securities and warrants issued by Daleen. B. The Stockholders and the Behrman Entities are or, in the case of Abiliti and the Behrman Entities, upon

Daleen Technologies Inc – SETTLEMENT AND RELEASE AGREEMENT (March 28th, 2003)

EXHIBIT 10.70 SETTLEMENT AND RELEASE AGREEMENT THIS SEVERANCE AND RELEASE AGREEMENT (the "AGREEMENT") is entered into May 14, 2002, (the "Notice Date") by and between DALEEN TECHNOLOGIES, INC., a Delaware corporation ("Company") and Steven Kim ("Team Member") relating to Team Member's termination of employment and separation from the company effective May 31, 2002 (the "Separation Date"). "Company" includes all current or former affiliated corporations, parent corporations, partnerships, divisions and subsidiaries or other entities, and the officers, directors, shareholders, other team members, 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. However, Team Member will not be re