Exhibit 10.24

FOURTH AMENDMENT  TO  LOAN AND SECURITY AGREEMENT

This Fourth Amendment to Loan and Security Agreement is entered into as of December 24, 2002 (the "Amendment"), by and between COMERICA
BANK-CALIFORNIA ("Bank") and SEEBEYOND TECHNOLOGY CORPORATION ("Borrower").

RECITALS

Borrower and Bank are parties to that certain Loan and Security Agreement dated as of December 4, 2000, as amended by that certain Amendment to Loan and
Security Agreement dated as of June 10, 2001, that certain Second Amendment to Loan and Security Agreement dated as of October 31, 2001, and that certain Third Amendment to Loan and
Security Agreement dated as of August 7, 2002, as amended from time to time (the "Agreement"). The parties desire to amend the Agreement in accordance with the terms of this Amendment.

NOW,
THEREFORE, the parties agree as follows:



1

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2

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IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

| |  | SEEBEYOND TECHNOLOGY CORPORATION
| |  | --------------------------------
| |  | By:                             
| |  | Title:                          
| |  | COMERICA BANK CALIFORNIA        
| |  | By:                             
| |  | Title:                          

3

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SUPPLEMENTAL SCHEDULE OF EXCEPTIONS

Permitted Indebtedness(Section1.1)

None.

Permitted Investments(Section 1.1)

1)

Morgan Stanley
Dean Witter Accounts (Investment Grade Commercial Paper)
Comerica Bank

$50 million (U.S.)2)

CIBC Oppenheimer (Investment Grade Commercial Paper)

$50 million (U.S.)3)

UBS PaineWebber (Investment Grade Commercial Paper)

$15 million (U.S.)4)

Comerica Bank
Certificate of Deposits (to secure Letters of Credit re: leases)

$1 million (U.S.)Total

$116 million (U.S.)


Permitted Liens(Section 1.1)

None.

Prior Names(Section 5.6)



Litigation(Section 5.8)

(Note:
STC and SeeBeyond are used interchangeably herein)







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CORPORATE RESOLUTIONS TO BORROW

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Borrower: SEEBEYOND TECHNOLOGY CORPORATION

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I,
the undersigned Secretary or Assistant Secretary of SEEBEYOND TECHNOLOGY CORPORATION (the "Corporation"), HEREBY CERTIFY that the Corporation is organized and existing under and by
virtue of the laws of the State of Delaware.

I
FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Certificate of Incorporation, and the Bylaws of the Corporation, each of which is in
full force and effect on the date hereof.

I
FURTHER CERTIFY that at a meeting of the Directors of the Corporation, duly called and held, at which a quorum was present and voting (or by other duly authorized corporate action in
lieu of a meeting), the following resolutions were adopted.

BE
IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, whose actual signatures are shown below:

|NAMES                |  | POSITIONS     |  | ACTUAL SIGNATURES       
|-------------------- |  | ------------- |  | ------------------------
|James T. Demetriades |  | President/CEO |  | /s/ James T. Demetriades
|Barry J. Plaga       |  | CFO           |  | /s/ Barry J. Plaga      
|Rasmus van der Colff |  | VP FINANCE    |  | /s/ Rasmus van der Colff

acting
for an on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered:

Borrow Money.To borrow from time to time from Comerica Bank-California ("Bank"), on such terms as may be agreed
upon between the officers, employees, or agents and Bank, such sum or sums of money as in their judgment should be borrowed, without limitation, including such sums as are specified in that certain
Loan and Security Agreement dated as of December 4, 2000, as amended by that certain Amendment to Loan and Security Agreement dated as of June 10, 2001, that certain Second Amendment to
Loan and Security Agreement dated as of October 31, 2001, that certain Third Amendment to Loan and Security Agreement dated as of August 7, 2002, and that certain Fourth Amendment to
Loan and Security Agreement dated as of December            , 2002 (the "Loan Agreement").

Execute Loan Documents.To execute and deliver to Bank the Loan Agreement and any other agreement entered into between
Borrower and Bank in connection with the Loan Agreement, all as amended or extended from time to time (collectively, with the Loan Agreement, the "Loan Documents"), and also to execute and deliver to
Bank one or more renewals, extensions, modifications, refinancings, consolidations, or substitutions for the Loan Documents, or any portion thereof.

Grant Security.To grant a security interest to Bank in the Collateral described in the Loan Documents, which security
interest shall secure all of the Corporation's Obligations, as described in the Loan Documents.

Negotiate Items.To draw, endorse, and discount with Bank all drafts, trade acceptances, promissory notes, or other evidences
of indebtedness payable to or belonging to the Corporation or in which the Corporation may have an interest, and either to receive cash for the same or to cause such proceeds to be credited to the
account of the Corporation with Bank, or to cause such other disposition of the proceeds derived therefrom as they may deem advisable.

Letters of Credit.To execute letters of credit applications and other related documents pertaining to Bank's issuance of
letters of credit.

Further Acts.In the case of lines of credit, to designate additional or alternate individuals as being authorized to request
advances thereunder, and in all cases, to do and perform such other acts

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and things, to pay any and all fees and costs, and to execute and deliver such other documents and agreements as they may in their discretion deem reasonably necessary or proper in order to carry
into effect the provisions of these Resolutions.

BE
IT FURTHER RESOLVED, that any and all acts authorized pursuant to these resolutions and performed prior to the passage of these resolutions are hereby ratified and approved, that
these Resolutions shall remain in full force and effect and Bank may rely on these Resolutions until written notice of their revocation shall have been delivered to and received by Bank. Any such
notice shall not affect any of the Corporation's agreements or commitments in effect at the time notice is given.

I
FURTHER CERTIFY that the officers, employees, and agents named above are duly elected, appointed, or employed by or for the Corporation, as the case may be, and occupy the positions
set forth opposite their respective names; that the foregoing Resolutions now stand of record on the books of the Corporation; and that the Resolutions are in full force and effect and have not been
modified or revoked in any manner whatsoever.

IN
WITNESS WHEREOF, I have hereunto set my hand on December            , 2002 and attest that the signatures set opposite the names listed above are their genuine signatures.

| |  | CERTIFIED TO AND ATTESTED BY:
| |  | -----------------------------
| |  | X                            

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AFFIRMATION OF SECURITY AGREEMENT AND GUARANTY

SEEBEYOND (DEUTSCHLAND) GMBH ("Guarantor"), grantor under that certain Third Party Security Agreement (the "Security Agreement") and guarantor under that certain
Unconditional Guaranty (the "Guaranty"), both dated as of December 4, 2000, hereby consents to the execution, delivery and performance by Borrower of the Fourth Amendment to Loan and Security
Agreement dated as of December    , 2002, and the documents and instruments executed in connection therewith, as well as all other amendments and modifications to the Loan Agreement.

The
Security Agreement and the Guaranty shall remain in full force and effect with respect to all of Borrower's Obligations (as defined in the Loan Agreement) as modified by the
Amendment and otherwise. Guarantor confirms that Guarantor has no defenses against its obligations under the Guaranty, and that the security interest granted pursuant to the Security Agreement remains
a first in priority perfected security interest.

Guarantor
represents and warrants that the representations and warranties and covenants contained in the Guaranty and the Security Agreement are true and correct as of the date of this
Affirmation. Unless otherwise defined, all capitalized terms in this Affirmation shall be as defined in the Guaranty or the Security Agreement, as appropriate.

IN
WITNESS WHEREOF, the undersigned has executed this Affirmation of Security Agreement and Guaranty as of December            , 2002.

| |  | SEEBEYOND (DEUTSCHLAND) GMBH
| |  | ----------------------------
| |  | By:                         
| |  | Title:                      

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COMPANY RESOLUTIONS

COMPANY: SEEBEYOND (DEUTSCHLAND) GmbH

I,
the undersigned Secretary or Assistant Secretary of SEEBEYOND (Deutschland) GmbH (the "Company"), HEREBY CERTIFY that the Company is organized and existing under and by virtue of the
laws of the country of Germany.

I
FURTHER CERTIFY that attached hereto as Attachment is a true and complete copy of the organizational documents of the Company, which is in full force and effect on the date hereof.

I
FURTHER CERTIFY that a meeting of the Directors of the Company (or by other duly authorized corporate action in lieu of a meeting), duly called and held, at which a quorum was present
and voting, the following resolutions were adopted.

BE
IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Company, whose actual signatures are shown below:

|NAMES                |  | POSITIONS     |  | ACTUAL SIGNATURES       
|-------------------- |  | ------------- |  | ------------------------
|Barry J. Plaga       |  | CFO           |  | /s/ Barry J. Plaga      
|Rasmus van der Colff |  | VP Finance    |  | /s/ Rasmus van der Colff
|James T. Demetriades |  | PRESIDENT/CEO |  | /s/ James T. Demetriades

acting
for and on behalf of this Company and as its act and deed be, and they hereby are, authorized and empowered:

Guaranty Indebtedness; Grant Security.To guaranty amounts borrowed from time to time from Comercia
Bank-California ("Bank") by SeeBeyond Technology Corporation ("Borrower") including without limitation pursuant to that certain Loan and Security Agreement between Borrower and Bank dated
as of December 4, 2000, as amended from time to time, including but not limited to that certain Fourth Amendment to Loan and Security Agreement dated as of December    , 2002. To
grant a security interest to Bank in the Collateral described in the Third Party Security Agreement by and between the Company and Bank (the "Security Agreement"), which security interest shall secure
all of the Company's obligations, as described in that certain Unconditional Guaranty by the Company dated as of December 4, 2000 (the "Guaranty").

Execute Affirmation of Security Agreement and Guaranty.To execute the Affirmation of Security Agreement and Guaranty dated
as of December    , 2002, and any other agreement entered into between Company and Bank in connection therewith, all as amended or extended from time to time (collectively, the "Secured
Guaranty Documents"), and also to execute and deliver to Bank one or more renewals, extensions, modifications, refinancings, consolidations, or substitutions for the Secured Guaranty Documents, or any
portion thereof.

Further Acts.In the case of lines of credit, to designate additional or alternate individuals as being authorized to request
advances thereunder, and in all cases, to do and perform such other acts and things, to pay any and all fees and costs, and to execute and deliver such other documents and agreements as they may in
their discretion deem reasonably necessary or proper in order to carry into effect the provisions of these Resolutions.

BE
IT FURTHER RESOLVED, that any and all acts authorized pursuant to these resolutions and performed prior to the passage of these resolutions are hereby ratified and approved, that
these Resolutions shall remain in full force and effect and Bank may rely on these Resolutions until written notice of their revocation shall have been delivered to and received by Bank. Any such
notice shall not affect any of the Company's agreements or commitments in effect at the time notice is given.

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I
FURTHER CERTIFY that the officers, employees, and agents named above are duly elected, appointed, or employed by or for the Company, as the case may be, and occupy the positions set
opposite their respective names; that the foregoing Resolutions now stand of record on the books of the Company; and that the Resolutions are in full force and effect and have not been modified or
revoked in any manner whatsoever.

IN
WITNESS WHEREOF, I have hereunto set my hand on December    , 2002 and attest that the signatures set opposite the names listed above are their genuine signatures.

| |  | CERTIFIED TO AND ATTESTED BY:
| |  | -----------------------------
| |  | X                            

AttachmentOrganizational
Documents

2

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AFFIRMATION OF SECURITY AGREEMENT AND GUARANTY

SEEBEYOND JAPAN K.K. ("Guarantor"), grantor under that certain Third Party Security Agreement (the "Security Agreement") and guarantor under that certain
Unconditional Guaranty (the "Guaranty"), both dated as of December 4, 2000, hereby consents to the execution, delivery and performance by Borrower of the Fourth Amendment to Loan and Security
Agreement dated as of December     , 2002, and the documents and instruments executed in connection therewith, as well as all other amendments and modifications to the Loan Agreement.

The
Security Agreement and the Guaranty shall remain in full force and effect with respect to all of Borrower's Obligations (as defined in the Loan Agreement) as modified by the
Amendment and otherwise. Guarantor confirms that Guarantor has no defenses against its obligations under the Guaranty, and that the security interest granted pursuant to the Security Agreement remains
a first in priority perfected security interest.

Guarantor
represents and warrants that the representations and warranties and covenants contained in the Guaranty and the Security Agreement are true and correct as of the date of this
Affirmation. Unless otherwise defined, all capitalized terms in this Affirmation shall be as defined in the Guaranty or the Security Agreement, as appropriate.

IN
WITNESS WHEREOF, the undersigned has executed this Affirmation of Security Agreement and Guaranty as of December    , 2002.

| |  | SEEBEYOND JAPAN K.K.
| |  | --------------------
| |  | By:                 
| |  | Title:              

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COMPANY RESOLUTIONS

COMPANY: SEEBEYOND JAPAN K.K.

I,
the undersigned Secretary or Assistant Secretary of SEEBEYOND Japan K.K.(the "Company"), HEREBY CERTIFY that the Company is organized and existing under and by virtue of the laws of
the country of Japan.

I
FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Articles of Incorporation and Bylaws of the Company, each of which is in full force and
effect on the date hereof.

I
FURTHER CERTIFY that a meeting of the Directors of the Company (or by other duly authorized corporate action in lieu of a meeting), duly called and held, at which a quorum was present
and voting, the following resolutions were adopted.

BE
IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Company, whose actual signatures are shown below:

|NAMES                |  | POSITIONS     |  | ACTUAL SIGNATURES       
|-------------------- |  | ------------- |  | ------------------------
|James T. Demetriades |  | President/CEO |  | /s/ James T. Demetriades
|Barry J. Plaga       |  | CFO           |  | /s/ Barry J. Plaga      
|Rasmus van der Colff |  | VP FINANCE    |  | /s/ Rasmus van der Colff

acting
for and on behalf of this Company and as its act and deed be, and they hereby are, authorized and empowered:

Guaranty Indebtedness; Grant Security.To guaranty amounts borrowed from time to time from Comerica
Bank-California ("Bank") by SeeBeyond Technology Corporation ("Borrower") including without limitation pursuant to that certain Loan and Security Agreement between Borrower and Bank dated
as of December 4, 2000, as amended from time to time, including by that certain Foruth Amendment to Loan and Security Agreement dated as of December    , 2002. To grant a security
interest to Bank in the Collateral described in the Third Party Security Agreement by and between the Company and Bank (the "Security Agreement"), which security interest shall secure all of the
Company's obligations, as described in that certain Unconditional Guaranty by the Company dated as of December 4, 2000 (the "Guaranty").

Execute Affirmation of Security Agreement and Guaranty.To execute the Affirmation of Security Agreement and Guaranty dated
as of December    , 2002, and any other agreement entered into between Company and Bank in connection therewith, all as amended or extended from time to time (collectively, the "Secured
Guaranty Documents"), and also to execute and deliver to Bank one or more renewals, extensions, modifications, refinancings, consolidations, or substitutions for the Secured Guaranty Documents, or any
portion thereof.

Further Acts.In the case of lines of credit, to designate additional or alternate individuals as being authorized to request
advances thereunder, and in all cases, to do and perform such other acts and things, to pay any and all fees and costs, and to execute and deliver such other documents and agreements as they may in
their discretion deem reasonably necessary or proper in order to carry into effect the provisions of these Resolutions.

BE
IT FURTHER RESOLVED, that any and all acts authorized pursuant to these resolutions and performed prior to the passage of these resolutions are hereby ratified and approved, that
these Resolutions shall remain in full force and effect and Bank may rely on these Resolutions until written

1

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notice of their revocation shall have been delivered to and received by Bank. Any such notice shall not affect any of the Company's agreements or commitments in effect at the time notice is given.

I
FURTHER CERTIFY that the officers, employees, and agents named above are duly elected, appointed, or employed by or for the Company, as the case may be, and occupy the positions set
opposite their respective names; that the foregoing Resolutions now stand of record on the books of the Company; and that the Resolutions are in full force and effect and have not been modified or
revoked in any manner whatsoever.

IN
WITNESS WHEREOF, I have hereunto set my hand on December    , 2002 and attest that the signatures set opposite the names listed above are their genuine signatures.

| |  | CERTIFIED TO AND ATTESTED BY:
| |  | -----------------------------
| |  | X                            

Attachment
1Articles of Incorporation

Attachment
2Bylaws

2

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AFFIRMATION OF SECURITY AGREEMENT AND GUARANTY

SEEBEYOND FRANCE, SARL ("Guarantor"), grantor under that certain Third Party Security Agreement (the "Security Agreement") and guarantor under that certain
Unconditional Guaranty (the "Guaranty"), both dated as of December 4, 2000, hereby consents to the execution, delivery and performance by Borrower of the Fourth Amendment to Loan and Security
Agreement dated as of December    , 2002, and the documents and instruments executed in connection therewith, as well as all other amendments and modifications to the Loan Agreement.

The
Security Agreement and the Guaranty shall remain in full force and effect with respect to all of Borrower's Obligations (as defined in the Loan Agreement) as modified by the
Amendment and otherwise. Guarantor confirms that Guarantor has no defenses against its obligations under the Guaranty, and that the security interest granted pursuant to the Security Agreement remains
a first in priority perfected security interest.

Guarantor
represents and warrants that the representations and warranties and covenants contained in the Guaranty and the Security Agreement are true and correct as of the date of this
Affirmation. Unless otherwise defined, all capitalized terms in this Affirmation shall be as defined in the Guaranty or the Security Agreement, as appropriate.

IN
WITNESS WHEREOF, the undersigned has executed this Affirmation of Security Agreement and Guaranty as of December    , 2002.

| |  | SEEBEYOND FRANCE, SARL (share capital FRF 50,000)
| |  | -------------------------------------------------
| |  | By:                                              
| |  | Title:                                           

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COMPANY RESOLUTIONS

COMPANY: SEEBEYOND FRANCE, SARL

I,
the undersigned Secretary or Assistant Secretary of SEEBEYOND FRANCE, SARL (the "Company"), HEREBY CERTIFY that the Company is organized and existing under and by virtue of the laws
of the country of France.

I
FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Deed of Incorporation and Bylaws of the Company, each of which is in full force and
effect on the date hereof.

I
FURTHER CERTIFY that a meeting of the Directors of the Company (or by other duly authorized corporate action in lieu of a meeting), duly called and held, at which a quorum was present
and voting, the following resolutions were adopted.

BE
IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Company, whose actual signatures are shown below:

NAMES

POSITIONS

ACTUAL SIGNATURESJames T. Demetriades

President/CEO

/s/ James T. DemetriadesBarry J. Plaga

CFO

/s/ Barry J. PlagaRasmus van der Colff

VP FINANCE

/s/ Rasmus van der Colff


acting
for and on behalf of this Company and as its act and deed be, and they hereby are, authorized and empowered:

Guaranty Indebtedness; Grant Security.To guaranty amounts borrowed from time to time from Comerica
Bank-California ("Bank") by SeeBeyond Technology Corporation ("Borrower") including without limitation pursuant to that certain Loan and Security Agreement between Borrower and Bank dated
as of December 4, 2000, as amended from time to time, including by that certain Fourth Amendment to Loan and Security Agreement dated as of December    , 2002. To grant a security
interest to Bank in the Collateral described in the Third Party Security Agreement by and between the Company and Bank (the "Security Agreement"), which security interest shall secure all of the
Company's obligations, as described in that certain Unconditional Guaranty by the Company dated as of December 4, 2000 (the "Guaranty").

Execute Affirmation of Security Agreement and Guaranty.To execute the Affirmation of Security Agreement and Guaranty dated
as of December    , 2002, and any other agreement entered into between Company and Bank in connection therewith, all as amended or extended from time to time (collectively, the "Secured
Guaranty Documents"), and also to execute and deliver to Bank one or more renewals, extensions, modifications, refinancings, consolidations, or substitutions for the Secured Guaranty Documents, or any
portion thereof.

Further Acts.In the case of lines of credit, to designate additional or alternate individuals as being authorized to request
advances thereunder, and in all cases, to do and perform such other acts and things, to pay any and all fees and costs, and to execute and deliver such other documents and agreements as they may in
their discretion deem reasonably necessary or proper in order to carry into effect the provisions of these Resolutions.

BE
IT FURTHER RESOLVED, that any and all acts authorized pursuant to these resolutions and performed prior to the passage of these resolutions are hereby ratified and approved, that
these Resolutions shall remain in full force and effect and Bank may rely on these Resolutions until written

1

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notice of their revocation shall have been delivered to and received by Bank. Any such notice shall not affect any of the Company's agreements or commitments in effect at the time notice is given.

I
FURTHER CERTIFY that the officers, employees, and agents named above are duly elected, appointed, or employed by or for the Company, as the case may be, and occupy the positions set
opposite their respective names; that the foregoing Resolutions now stand of record on the books of the Company; and that the Resolutions are in full force and effect and have not been modified or
revoked in any manner whatsoever.

IN
WITNESS WHEREOF, I have hereunto set my hand on December    , 2002 and attest that the signatures set opposite the names listed above are their genuine signatures.

| |  | CERTIFIED TO AND ATTESTED BY:
| |  | -----------------------------
| |  | X                            

Attachment
1Deed of Incorporation

Attachment
2Bylaws

2

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AFFIRMATION OF SECURITY AGREEMENT AND GUARANTY

SEEBEYONDBENELUX ("Guarantor"), grantor under that certain Third Party Security Agreement (the "Security Agreement") and guarantor under that certain
Unconditional Guaranty (the "Guaranty"), both dated as of December 4, 2000, hereby consents to the execution, delivery and performance by Borrower of the Fourth Amendment to Loan and Security
Agreement dated as of December    , 2002, and the documents and instruments executed in connection therewith, as well as all other amendments and modifications to the Loan Agreement.

The
Security Agreement and the Guaranty shall remain in full force and effect with respect to all of Borrower's Obligations (as defined in the Loan Agreement) as modified by the
Amendment and otherwise. Guarantor confirms that Guarantor has no defenses against its obligations under the Guaranty, and that the security interest granted pursuant to the Security Agreement remains
a first in priority perfected security interest.

Guarantor
represents and warrants that the representations and warranties and covenants contained in the Guaranty and the Security Agreement are true and correct as of the date of this
Affirmation. Unless otherwise defined, all capitalized terms in this Affirmation shall be as defined in the Guaranty or the Security Agreement, as appropriate.

IN
WITNESS WHEREOF, the undersigned has executed this Affirmation of Security Agreement and Guaranty as of December    , 2002.

| |  | SEEBEYOND  BENELUX
| |  | -------------------
| |  | By:                
| |  | Title:             

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LIMITED LIABILITY COMPANY RESOLUTION

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|Company: |  | SEEBEYOND-BENELUX,                 
|-------- |  | -----------------------------------
|         |  | a Belgian limited liability company

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WE
THE UNDERSIGNED, hereby certify that SEEBEYOND-Benelux, a Belgian limited liability company ("Company"), is duly organized, existing and in good standing as a

member-managedX

manager-managed


limited
liability company under and by virtue of the laws of the country of Belgium, and that we are all of Company's

membersX

managers


and
that Company's name shown above is the complete and correct name of Company.

WE
FURTHER CERTIFY that at a meeting of Company (or by other duly authorized company action in lieu of a meeting), duly called and held, at which all of the undersigned were present and
voting, the following resolutions were adopted:

BE
IT RESOLVED, that any one (1) of the undersigned, acting for and on behalf of Company and as its act and deed be, and he or she hereby is, authorized and empowered in the name
of Company:

Guaranty Indebtedness; Grant Security.To guaranty amounts borrowed from time to time from Comerica
Bank-California ("Bank") by SeeBeyond Technology Corporation ("Borrower") pursuant to that certain Loan and Security Agreement between Borrower and Bank dated as of December 4,
2000, as amended from time to time, including by that certain Fourth Amendment to Loan and Security Agreement dated as of December    , 2002. To grant a security interest to Bank in the
Collateral described in the Third Party Security Agreement by and between the Company and Bank (the "Security Agreement"), which security interest shall secure all of the Company's obligations, as
described in that certain Unconditional Guaranty by the Company dated as of December 4, 2000 (the "Guaranty").

Execute Affirmation of Security Agreement and Guaranty.To execute the Affirmation of Security Agreement and Guaranty dated
as of December    , 2002, and any other agreement entered into between Company and Bank in connection therewith, all as amended or extended from time to time (collectively, the "Secured
Guaranty Documents"), and also to execute and deliver to Bank one or more renewals, extensions, modifications, refinancings, consolidations, or substitutions for the Secured Guaranty Documents, or any
portion thereof.

Further Acts.To do and perform such other acts and things, to pay any and all fees and costs, and to execute and deliver
such other documents and agreements as they may in their discretion deem reasonably necessary or proper in order to carry into effect the provisions of these Resolutions.

BE
IT FURTHER RESOLVED, that any and all acts authorized pursuant to these resolutions and performed prior to the passage of these resolutions are hereby ratified and approved, that
these resolutions shall remain in full force and effect and Bank may rely on these resolutions until written notice of their revocation shall have been delivered to and received by Bank. Any such
notice shall not affect any of Company's agreements or commitments in effect at the time notice is given.

1

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WE
FURTHER CERTIFY that the undersigned are duly elected, appointed, or employed by or for Company, as the case may be, and occupy the positions set opposite their names; that the
foregoing resolutions now stand of record on the books of Company, and that the resolutions are in full force and effect and have not been modified or revoked in any manner whatsoever.

I
FURTHER CERTIFY that the Deed and Articles of Organization of the Company attached hereto asExhibit Aare true and correct, that
the Deed and Articles of Organization are in full force and effect as of the date hereof, and that no provision of the Deed and Articles of Organization restricts the Company from entering into, or
performing its obligations under, the Pledge.

We each have read all the provisions of this Limited Liability Company Resolution, and we each jointly and severally and on behalf of Company certify and agree to its terms.
This certificate is dated December    , 2002.

|                                                      |  |             
|----------------------------------------------------- |  | ------------
|                                                      |  |             
|[print name]                                          |  | [print name]
|                                                      |  |             
|                                                      |  |             
|[print name]                                          |  | [print name]
|/s/ Barry J PlagaBARRY J PLAGA
SVP OF FINANCE AND CFO |  |             

2

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AFFIRMATION OF SECURITY AGREEMENT AND GUARANTY

SEEBEYOND AUSTRALIA PTY LTD. ("Guarantor"), grantor under that certain Third Party Security Agreement (the "Security Agreement") and guarantor under that
certain Unconditional Guaranty (the "Guaranty"), both dated as of December 4, 2000, hereby consents to the execution, delivery and performance by Borrower of the Fourth Amendment to Loan and
Security Agreement dated as of December    , 2002, and the documents and instruments executed in connection therewith, as well as all other amendments and modifications to the Loan
Agreement.

The
Security Agreement and the Guaranty shall remain in full force and effect with respect to all of Borrower's Obligations (as defined in the Loan Agreement) as modified by the
Amendment and otherwise. Guarantor confirms that Guarantor has no defenses against its obligations under the Guaranty, and that the security interest granted pursuant to the Security Agreement remains
a first in priority perfected security interest.

Guarantor
represents and warrants that the representations and warranties and covenants contained in the Guaranty and the Security Agreement are true and correct as of the date of this
Affirmation. Unless otherwise defined, all capitalized terms in this Affirmation shall be as defined in the Guaranty or the Security Agreement, as appropriate.

IN
WITNESS WHEREOF, the undersigned has executed this Affirmation of Security Agreement and Guaranty as of December    , 2002.

| |  | SEEBEYOND AUSTRALIA PTY LTD.
| |  | ----------------------------
| |  | By:                         
| |  | Title:                      

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COMPANY RESOLUTIONS

COMPANY: SOFTWARE TECHNOLOGIES CORPORATION AUSTRALIA PTY LTD

I,
the undersigned Secretary or Assistant Secretary of Software Technologies Corporation Australia Pty Ltd (the "Company"), HEREBY CERTIFY that the Company is organized and
existing under and by virtue of the laws of the country of Australia.

I
FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Memorandum and Articles of Association of the Company, each of which is in full force
and effect on the date hereof.

I
FURTHER CERTIFY that a meeting of the Directors of the Company (or by other duly authorized corporate action in lieu of a meeting), duly called and held, at which a quorum was present
and voting, the following resolutions were adopted.

BE
IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Company, whose actual signatures are shown below:

|NAMES                |  | POSITIONS     |  | ACTUAL SIGNATURES       
|-------------------- |  | ------------- |  | ------------------------
|James T. Demetriades |  | President/CEO |  | /s/ James T. Demetriades
|Barry J. Plaga       |  | CFO           |  | /s/ Barry J. Plaga      
|Rasmus van der Colff |  | VP FINANCE    |  | /s/ Rasmus van der Colff

acting
for and on behalf of this Company and as its act and deed be, and they hereby are, authorized and empowered:

Guaranty Indebtedness; Grant Security.To guaranty amounts borrowed from time to time from Comerica
Bank-California ("Bank") by SeeBeyond Technology Corporation ("Borrower") including without limitation pursuant to that certain Loan and Security Agreement between Borrower and Bank dated
as of December 4, 2000, as amended from time to time, including by that certain Fourth Amendment to Loan and Security Agreement dated as of December    , 2002. To grant a security
interest to Bank in the Collateral described in the Third Party Security Agreement by and between the Company and Bank (the "Security Agreement"), which security interest shall secure all of the
Company's obligations, as described in that certain Unconditional Guaranty by the Company dated as of December 4, 2000 (the "Guaranty").

Execute Affirmation of Security Agreement and Guaranty.To execute the Affirmation of Security Agreement and Guaranty dated
as of October 31, 2001, and any other agreement entered into between Company and Bank in connection therewith, all as amended or extended from time to time (collectively, the "Secured Guaranty
Documents"), and also to execute and deliver to Bank one or more renewals, extensions, modifications, refinancings, consolidations, or substitutions for the Secured Guaranty Documents, or any portion
thereof.

Further Acts.In the case of lines of credit, to designate additional or alternate individuals as being authorized to request
advances thereunder, and in all cases, to do and perform such other acts and things, to pay any and all fees and costs, and to execute and deliver such other documents and agreements as they may in
their discretion deem reasonably necessary or proper in order to carry into effect the provisions of these Resolutions.

BE
IT FURTHER RESOLVED, that any and all acts authorized pursuant to these resolutions and performed prior to the passage of these resolutions are hereby ratified and approved, that
these Resolutions shall remain in full force and effect and Bank may rely on these Resolutions until written

1

---

notice of their revocation shall have been delivered to and received by Bank. Any such notice shall not affect any of the Company's agreements or commitments in effect at the time notice is given.

I
FURTHER CERTIFY that the officers, employees, and agents named above are duly elected, appointed, or employed by or for the Company, as the case may be, and occupy the positions set
opposite their respective names; that the foregoing Resolutions now stand of record on the books of the Company; and that the Resolutions are in full force and effect and have not been modified or
revoked in any manner whatsoever.

IN
WITNESS WHEREOF, I have hereunto set my hand on December    , 2002 and attest that the signatures set opposite the names listed above are their genuine signatures.

| |  | CERTIFIED TO AND ATTESTED BY:
| |  | -----------------------------
| |  | X                            

Attachment
1Memorandum and Articles of Association

2

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AFFIRMATION OF SECURITY AGREEMENT AND GUARANTY

SEEBEYOND (UK) LIMITED ("Guarantor"), grantor under that certain Third Party Security Agreement (the "Security Agreement") and guarantor under that certain
Unconditional Guaranty (the "Guaranty"), both dated as of December 4, 2000, hereby consents to the execution, delivery and performance by Borrower of the Fourth Amendment to Loan and Security
Agreement dated as of December    , 2002, and the documents and instruments executed in connection therewith, as well as all other amendments and modifications to the Loan Agreement.

The
Security Agreement and the Guaranty shall remain in full force and effect with respect to all of Borrower's Obligations (as defined in the Loan Agreement) as modified by the
Amendment and otherwise. Guarantor confirms that Guarantor has no defenses against its obligations under the Guaranty, and that the security interest granted pursuant to the Security Agreement remains
a first in priority perfected security interest.

Guarantor
represents and warrants that the representations and warranties and covenants contained in the Guaranty and the Security Agreement are true and correct as of the date of this
Affirmation. Unless otherwise defined, all capitalized terms in this Affirmation shall be as defined in the Guaranty or the Security Agreement, as appropriate.

IN
WITNESS WHEREOF, the undersigned has executed this Affirmation of Security Agreement and Guaranty as of December    , 2002.

| |  | SEEBEYOND (UK) LIMITED
| |  | ----------------------
| |  | By:                   
| |  | Title:                

---



COMPANY RESOLUTIONS

COMPANY:SEEBEYOND (UK) LIMITED

I,
the undersigned Secretary or Assistant Secretary of SEEBEYOND (UK) Limited (the "Company"), HEREBY CERTIFY that the Company is organized and existing under and by virtue of the laws
of the country of the United Kingdom.

I
FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Memorandum and Articles of Association of the Company, each of which is in full force
and effect on the date hereof.

I
FURTHER CERTIFY that a meeting of the Directors of the Company (or by other duly authorized corporate action in lieu of a meeting), duly called and held, at which a quorum was present
and voting, the following resolutions were adopted.

BE
IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Company, whose actual signatures are shown below:

|NAMES                |  | POSITIONS     |  | ACTUAL SIGNATURES       
|-------------------- |  | ------------- |  | ------------------------
|James T. Demetriades |  | President/CEO |  | /s/ James T. Demetriades
|Barry J. Plaga       |  | CFO           |  | /s/ Barry J. Plaga      
|Rasmus Van Der Colff |  | VP FINANCE    |  | /s/ Rasmus Van Der Colff

acting
for and on behalf of this Company and as its act and deed be, and they hereby are, authorized and empowered:

Guaranty Indebtedness; Grant Security.To guaranty amounts borrowed from time to time from Comerica
Bank-California ("Bank") by SeeBeyond Technology Corporation ("Borrower") including without limitation pursuant to that certain Loan and Security Agreement between Borrower and Bank dated
as of December 4, 2000, as amended from time to time, including by that certain Fourth Amendment to Loan and Security Agreement dated as of December    , 2002. To grant a security
interest to Bank in the Collateral described in the Third Party Security Agreement by and between the Company and Bank (the "Security Agreement"), which security interest shall secure all of the
Company's obligations, as described in that certain Unconditional Guaranty by the Company dated as of December 4, 2000 (the "Guaranty").

Execute Affirmation of Security Agreement and Guaranty.To execute the Affirmation of Security Agreement and Guaranty dated
as of October 31, 2001, and any other agreement entered into between Company and Bank in connection therewith, all as amended or extended from time to time (collectively, the "Secured Guaranty
Documents"), and also to execute and deliver to Bank one or more renewals, extensions, modifications, refinancings, consolidations, or substitutions for the Secured Guaranty Documents, or any portion
thereof.

Further Acts.In the case of lines of credit, to designate additional or alternate individuals as being authorized to request
advances thereunder, and in all cases, to do and perform such other acts and things, to pay any and all fees and costs, and to execute and deliver such other documents and agreements as they may in
their discretion deem reasonably necessary or proper in order to carry into effect the provisions of these Resolutions.

BE
IT FURTHER RESOLVED, that any and all acts authorized pursuant to these resolutions and performed prior to the passage of these resolutions are hereby ratified and approved, that
these Resolutions shall remain in full force and effect and Bank may rely on these Resolutions until written

1

---

notice of their revocation shall have been delivered to and received by Bank. Any such notice shall not affect any of the Company's agreements or commitments in effect at the time notice is given.

I
FURTHER CERTIFY that the officers, employees, and agents named above are duly elected, appointed, or employed by or for the Company, as the case may be, and occupy the positions set
opposite their respective names; that the foregoing Resolutions now stand of record on the books of the Company; and that the Resolutions are in full force and effect and have not been modified or
revoked in any manner whatsoever.

IN
WITNESS WHEREOF, I have hereunto set my hand on December    , 2002 and attest that the signatures set opposite the names listed above are their genuine signatures.

| |  | CERTIFIED TO AND ATTESTED BY:
| |  | -----------------------------
| |  | X                            

Attachment
1Memorandum and Articles of Association

2

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