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                                                                   EXHIBIT 10.20


                                                       [J.D. EDWARDS LETTERHEAD]

July 30, 2001


Mr. Gerry Bleau
480 Queen's Quay West
Toronto, Ontario
M5V 2Y5 Canada

RE: Termination of Employment with J.D. Edwards & Company

Dear Gerry:

This letter (Letter Agreement) sets out the terms and conditions of the
termination of your employment with J.D. Edwards & Company (J.D. Edwards).

1.   Termination of Employment. You were informed on February 5, 2001 and by a
     letter dated February 9, 2001 that your employment with J.D. Edwards was to
     be terminated as part of the restructuring of J.D. Edwards. As agreed the
     effective date of the termination of your employment with J.D. Edwards was
     May 31, 2001. The following terms apply to such termination:

2.   Severance Pay. You will receive severance pay in accordance with the
     standard J.D. Edwards severance pay policy for an employee of your position
     and time of service of $410,550 ("Severance Pay"). This severance payment
     will be made in a one-time, lump sum payment subject to appropriate tax
     withholding, if any, immediately upon the execution of this letter.

3.   Vacation Pay. You have been paid for any unused hours of accrued vacation
     based on your monthly compensation.

4.   Additional Pay. In addition to the Severance Payment you will receive
     within 5 days of the date this letter is signed the following amounts or
     documents:

     o    $2,500 (US) for outplacement services paid to John Bond & Associates;

     o    Reimbursement for income preparation fees for the preparation of
          personal income tax returns (US and Canadian) for tax years 2000 and
          2001;

     o    $3,000 for Club trip not taken at the request of JDE grossed up for
          income tax due;






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                                                             [J.D. EDWARDS LOGO]

Gerry Bleau
July 30, 2001
Page 2



     o    Reimbursement for moving expenses from Denver, Colorado to home in
          Canada per the attached invoice;

     o    A favorable letter of recommendation signed by Richard E. Allen that
          can be used to help obtain employment;

     o    The 1042(S) form shall be revised pursuant to instructions provided to
          J.D. Edwards by Peter R. Moison.

5.   CONFIDENTIALITY AND NON-SOLICITATION. Notwithstanding your termination from
     employment with J.D. Edwards, you will continue to observe your obligations
     of not disclosing any trade secrets, proprietary or confidential
     information of J.D. Edwards and will neither disclose the terms of this
     Agreement nor the content of any discussion between you and J.D. Edwards,
     other than to immediate family members, professional advisors, taxing
     authorities for the purpose of filing tax returns on your compensation or
     pursuant to a court order. You further agree not to recruit any person to
     leave the employment of J.D. Edwards for a period of two years from the
     date of termination of your employment. As used in this Agreement, to
     "recruit" shall mean, during the above two-year period, by any method of
     communication, the direct contact by you or contact by someone at your
     direction of a then current employee of J.D. Edwards or of any of its
     subsidiaries for the purpose of inducing such employee to leave employment
     with J.D. Edwards. In addition, you agree not solicit any current customer
     or prospect of J.D. Edwards to terminate any current license or service
     agreement with J.D. Edwards during such two year period.


6.   NON-COMPETE. You agree not to accept employment with any of the direct
     competitors of J.D. Edwards listed on the attached "Direct Competitors of
     J.D. Edwards" for a period of one (1) year from the date of termination of
     your employment. The non-competition obligations set forth in this
     paragraph ("Non-Compete Agreement") shall supersede the non-competition
     obligations imposed upon you pursuant to any other agreements by and
     between you and J.D. Edwards including, but not limited to, the following:
     (1) those certain non-competition and confidential information agreements
     entered into between you and J.D. Edwards ("Prior Non-Competition
     Agreements") and (2) any of the J.D. Edwards & Company 1992 and 1997 Stock
     Option plans or amendments thereto


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                                                             [J.D. EDWARDS LOGO]

Gerry Bleau
July 30, 2001
Page 3


     (Stock Option Plans). The Non-Compete Agreement contained in this Letter
     Agreement shall be the exclusive and sole contract and agreement between
     Bleau and J.D. Edwards regarding Bleau's agreement not to compete with J.D.
     Edwards. J.D. Edwards hereby waives all of its rights to any and all
     remedies, penalties or other awards, whatsoever, that J.D. Edwards may be
     entitled to under any other agreement, including but not limited to those
     agreements referenced in this paragraph between the parties with respect to
     non competition. This Letter Agreement shall be the sole source of remedy
     available to J.D. Edwards in the event Bleau breaches the non-competition
     covenant. This non-competition agreement shall not apply if you become
     employed by or provide services to an entity, which is subsequently
     acquired by a company listed on the attached list of Direct Competitors.

7.   J.D. Edwards Property. The parties acknowledge that you have returned any
     proprietary information, such as customer lists, confidential product
     information, price lists that may have been in your possession. Bleau shall
     be entitled to keep as his own property any of the following items provided
     by J.D. Edwards: cell telephone, laptop, personal computers, monitors,
     printers, docking station and similar types of items.

8.   COBRA Medical Insurance. You will be eligible for medical insurance under
     the Canadian equivalent of COBRA commencing on June 1, 2001 for a period of
     52 weeks in accordance with the standard J.D. Edwards policy at J.D.
     Edwards' sole expense. You will be eligible to continue coverage at your
     cost beyond such date if you so elect as provided by applicable law.

9.   401(k). Your 401(k) balance calculations will be made within a reasonable
     time after May 31, 2001 and at that time you will be notified of your
     balance and be provided with options related to distribution at that time.

10.  Out Placement Services. In addition to the outplacement payment above, you
     will be provided up to $15,000 of employment out sourcing services by a
     firm of your choice.

11.  Insider Trading Policy. Effective as of May 31, 2001, since you are no
     longer a corporate officer, you are released from the J.D. Edwards insider
     trading policy.


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                                                             [J.D. EDWARDS LOGO]

Gerry Bleau
July 30, 2001
Page 4




12.  Indemnification. J.D. Edwards has executed with many of its employees the
     J.D. Edwards & Company Indemnification Agreement, a copy of which is
     attached as Attachment C ("Indemnification Agreement"). J.D. Edwards shall
     indemnify and protect Bleau under the terms of the Indemnification
     Agreement. J.D. Edwards, however, has acknowledged the scope of the
     indemnification offered under the Agreement is insufficient. J.D. Edwards,
     therefore, agrees that the Indemnification Agreement is hereby modified to
     expand the definition of a "Covered Event", provide for payment of all
     "Expenses" on an as occurred basis by J.D. Edwards, allow Bleau to retain
     his own counsel at the expense of J.D. Edwards, in accordance with the
     provisions of a letter dated July 31, 2000 from the Law Firm of Ogborn,
     Summerlin & Ogborn, L.L.C. to Pete Moison, Esq. a copy of which is attached
     as Attachment D to this Agreement. This indemnification by J.D. Edwards
     shall survive this Letter Agreement and the release agreed by Bleau shall
     not release J.D. Edwards from its obligations set forth in this paragraph.

13.  Option Acceleration. J.D. Edwards agrees that all stock options that Bleau
     would have vested in between the date you were informed of the termination
     of your employment and December 31, 2001 under the Stock Options Plans had
     you been employed, shall be immediately accelerated and available to be
     exercised by you. You may exercise any such stock options at any time
     between the date of this Letter Agreement and midnight December 31, 2001. A
     list of such options is attached as Exhibit B to this Letter Agreement.

This Agreement and the attachments to it set forth in full all the terms of your
termination of employment with J.D. Edwards. Each party hereby releases the
other party from any and all obligations, claims, demands, rights and causes of
action, whatsoever, whether known or unknown. Such a release shall be binding
upon each party and his/its heirs, successors and assigns. You will have a
seven-day revocation period to additionally review the terms and revoke your
acceptance; should you not so revoke your acceptance, the terms of your
termination will be effective on the eighth day. Nothing herein shall prevent
you from participating in a securities class action suit brought against J.D.
Edwards by other parties.





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                                                             [J.D. EDWARDS LOGO]

Gerry Bleau
July 30, 2001
Page 5






If the foregoing is an accurate reflection of the terms of your termination of
employment with J.D. Edwards, please so indicate by signing on the line provided
below and returning one copy to J.D. Edwards.

Very truly yours,

J.D. EDWARDS & COMPANY


/s/ RICHARD E. ALLEN

Richard E. Allen
Executive Vice President, Chief Financial Officer

Accepted this 20th day of September, 2001.


/s/ GERRY BLEAU
Gerry Bleau



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                                                             [J.D. EDWARDS LOGO]

Gerry Bleau
July 30, 2001
Page 6

                               DIRECT COMPETITORS
                                       OF
                             J.D. EDWARDS & COMPANY


<Table>
<Caption>
BROAD APPS                CRM            SUPPLY CHAIN    HORIZONTAL
<S>                      <C>             <C>             <C>
SAP                      Siebel          I2              Ariba
Oracle                   Pivotal         Paragon
PeopleSoft               Onyx            Manugistics
QAD                                      Synquest
Lawson
IFS
Intentia
Great Plains
</Table>