LOGO] March 19, 2001 Mr. Alex Demetriades Sr. Vice-President—Products SeeBeyond 404 E. Huntington Drive Monrovia, CA 91016 Dear Alex:

Exhibit 10.25

[LOGO]

March 19, 2001

Xx. Xxxx Xxxxxxxxxxx
Xx. Vice-President—Products
SeeBeyond
000 X. Xxxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000

Dear Xxxx:

        In the event of a Change of Control, fifty percent (50%) of the then-unvested portion of any outstanding stock options granted under the Company's stock option plan you hold shall vest and become exercisable on the closing date of such Change of Control. For purposes of this agreement, "Change of Control" shall be defined as the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) that results in the transfer of more than fifty percent (50%) of the outstanding voting power of the Company, or a sale or other transfer in a single transaction or a series of related transactions of all or substantially all of the assets of the Company.

Sincerely,

/s/ Xxxxx X. Xxxxxxxxxxx
Xxxxx X. Xxxxxxxxxxx
Chairman, CEO and President

/s/ Xxxx Xxxxxx
Xxxx Xxxxxx
Vice-President—Human Resources

cc:		Xxxxx Xxxxx
		Xxxx X. Xxxxxx