EXHIBIT 10.20

---

SEEBEYOND TECHNOLOGY CORPORATION

COMERICA BANKCALIFORNIA

LOAN AND SECURITY AGREEMENT

---

---

This
LOAN AND SECURITY AGREEMENT is entered into as of December 4, 2000, by and among COMERICA BANKCALIFORNIA ("Bank") and SEEBEYOND TECHNOLOGY CORPORATION
("Borrower").

RECITALS

Borrower desires to obtain credit from Bank and Bank desires to provide credit to Borrower. This Agreement sets forth the terms on which Bank will advance
credit to Borrower, and Borrower will repay the amounts owing to Bank.

AGREEMENT

The parties agree as follows:

1.Definitions and
Construction.



1

---



2

---



3

---



4

---



5

---



6

---



7

---



8

---



2.Loan and Terms of Payment.





9

---



10

---





11

---



12

---





13

---



14

---



3.Conditions of Loans.



15

---



4.Creation of Security Interest.



5.Representations and Warranties.



16

---



17

---



18

---

6.Affirmative Covenants.



19

---



20

---



21

---



7.Negative Covenants.



22

---



8.Events of Default.



23

---



9.Bank's Rights and Remedies.



24

---



25

---



10.Notices.



26

---



| | If to Borrower: |  | SEEBEYOND TECHNOLOGY CORPORATION
404 E. Huntington Drive
Monrovia, CA 91016
Attn: Barry Plaga
FAX: (626) 471-6108           
| | --------------- |  | ----------------------------------------------------------------------------------------------------------------------------
| | If to Bank:     |  | Comerica BankCalifornia
611 Anton Boulevard, Second Floor
Costa Mesa, CA 92626
Attn: Ms. Bonnie E. Kehe
FAX: (714) 424-3857



11.Choice of Law and Venue; Jury Trial Waiver.



12.General Provisions.



27

---



| |  | SEEBEYOND TECHNOLOGY CORPORATION
| |  | --------------------------------
| |  | By:                             

| |  | Title: | 
| |  | ------ | 

| |  | COMERICA BANKCALIFORNIA
| |  | ------------------------
| |  | By:                     

| |  | Title: | Senior VP/Regional Manager
Southern California
| |  | ------ | ----------------------------------------------

28

---

EXHIBIT A

COLLATERAL DESCRIPTION ATTACHMENT  TO LOAN AND SECURITY AGREEMENT

The Collateral shall consist of all right, title and interest of Borrower in and to the following:

(a)  All
goods and equipment now owned or hereafter acquired, including, without limitation, all machinery, fixtures, vehicles (including motor vehicles and trailers),
and any interest in any of the foregoing, and all attachments, accessories, accessions, replacements, substitutions, additions, and improvements to any of the foregoing, wherever located;

(b)  All
inventory, now owned or hereafter acquired, including, without limitation, all merchandise, raw materials, parts, supplies, packing and shipping materials,
work in process and finished products including such inventory as is temporarily out of Borrower's custody or possession or in transit and including any returns upon any accounts or other proceeds,
including insurance proceeds, resulting from the sale or disposition of any of the foregoing and any documents of title representing any of the above, and Borrower's Books relating to any of the
foregoing;

(c)  All
contract rights and general intangibles now owned or hereafter acquired, including, without limitation, goodwill, trademarks, servicemarks, trade styles, trade
names, patents, patent applications, leases, license agreements, franchise agreements, blueprints, drawings, purchase orders, customer lists, route lists, infringements, claims, computer programs,
computer discs, computer tapes, literature, reports, catalogs, design rights, income tax refunds, payments of insurance and rights to payment of any kind;

(d)  All
now existing and hereafter arising accounts, contract rights, royalties, license rights and all other forms of obligations owing to Borrower arising out of the
sale or lease of goods, the licensing of technology or the rendering of services by Borrower, whether or not earned by performance, and any and all credit insurance, guaranties, and other security
therefor, as well as all merchandise returned to or reclaimed by Borrower and Borrower's Books relating to any of the foregoing;

(e)  All
documents, cash, deposit accounts, securities, securities accounts, security entitlements, financial assets, investment property, letters of credit,
certificates of deposit, instruments and chattel paper now owned or hereafter acquired and Borrower's Books relating to the foregoing;

(f)  All
copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work thereof, whether
published or unpublished, now owned or hereafter acquired; all trade secret rights, including all rights to unpatented inventions, know-how, operating manuals, license rights and
agreements and confidential information, now owned or hereafter acquired; all mask work or similar rights available for the protection of semiconductor chips, now owned or hereafter acquired; all
claims for damages by way of any past, present and future infringement of any of the foregoing; and

(g)  Any
and all claims, rights and interests in any of the above and all substitutions for, additions and accessions to and proceeds thereof.

Notwithstanding
the foregoing, the collateral shall include (i) sixty-six and two-thirds percent (662/3%) of the issued and outstanding
capital stock owned or held of record by Borrower in any subsidiary of Borrower which is not an entity organized under the laws of the United States or any territory thereof, and (ii) one
hundred percent (100%) of the issued and outstanding capital stock owned or held of record by Borrower in any subsidiary of Borrower which is an entity organized under the laws of the United States or
any territory thereof.

---

QuickLinks