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EXHIBIT 3
October 30, 2000
Mr. Gary McGuirk
Robertson Stephens
Re: Pre-planned sales of a portion of my Daleen Common Stock
Dear Gary:
As you know, the Securities and Exchange Commission recently
implemented new rules designed to allow affiliates of a company to make regular,
pre-planned sales of shares of their affiliated company, even when the affiliate
is in possession of material inside information at the time of the sale. This
"safe harbor" is only available if the affiliate follows the requirements of new
Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended,
when implementing the sales program. This letter agreement is intended to
instruct you to sell a certain number of my shares of Daleen Technologies, Inc.
Common Stock in accordance with the provisions of Rule 10b5-1. Such shares will
be sold hereunder for my account.
First, effective upon your acceptance of these instructions, I hereby
irrevocably instruct you to sell, each week for the next 26 weeks, 10,000 shares
of my Daleen Common Stock, subject to the additional instructions set forth
below. Within the guidelines set forth herein, you may use your discretion
regarding when and what number of shares you should sell on any given day during
each of the 26 weeks. However, if the per share sales price of Daleen Common
Stock is at or above $15.00, you will sell an additional 10,000 shares (the
"Extra Shares") in that week at or above such price, for a total of 20,000
shares for that week. In addition, you will not sell any shares at or below the
per share sale price of $3.00. Notwithstanding the foregoing, you will not sell
more than 210,000 shares of Daleen Common Stock during any three-month period.
Further, you will effect the sales in accordance with the requirements of Rule
144 promulgated by the Securities and Exchange Commission under the Securities
Act of 1933, as amended, and provide me written notice of each sale promptly
after the sale.
You will not discuss your intentions, actions or plans with respect to
the execution of the foregoing with me during the entire 26-week period. As you
know, if you become aware of material inside information regarding Daleen
Technologies, you will not be able to make the discretionary decisions you are
required to make pursuant to this letter. Should you become aware of such
information, you are hereby instructed to appoint another registered
representative within Robertson Stephens, who is not aware of any material
inside information with respect to Daleen Technologies, to execute my
instructions under this letter.
If you have any questions, please call me to discuss them prior to
accepting the instructions in this letter. If you agree to carry out the
instructions I have set forth above, please indicate such by signing this letter
in the space provided below and returning it to me as soon as possible.
Sincerely,
/s/ James Daleen
James Daleen
J.D. Investment Company Limited Partnership
Acknowledged and Accepted,
this 31st day of October, 2000.
/s/ Gary McGuirk
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Gary McGuirk
