Exhibit 10.9


                                LOGIC WORKS, INC.
                         University Square at Princeton
                                111 Campus Drive
                           Princeton, New Jersey 08540


                                 March 12, 1998



Mr. Edward McLaughlin
c/o Logic Works, Inc.
University Square at Princeton
111 Campus Drive
Princeton, New Jersey 08540

Dear Mr. McLaughlin:

            We are pleased to inform you that the Board of Directors has
recently authorized a special severance benefit package for you and other key
executives of the Company. Your severance benefits as described below will
become payable in the event your employment terminates in connection with or
within a specified time period following certain changes in ownership or control
of the Company.

            1. Severance Payments. Upon an Involuntary Termination in connection
with or within eighteen (18) months following a Change in Control, you will
receive severance payments in an aggregate amount equal to one-half of the sum
of (i) the base salary in effect for you at the time of your Involuntary
Termination (or the base salary in effect prior to a reduction which triggered
the Involuntary Termination under Section 5(b)(ii)(B) of this letter agreement)
plus (ii) your target bonus for the fiscal year of the Company in which such
Involuntary Termination occurs.

            Your severance payments will be paid monthly over the six (6)-month
period following the effective date of your Involuntary Termination and will be
subject to the Company's collection of applicable Federal and state income and
employment withholding taxes.

            2. Health Care Coverage. If you become entitled to severance
payments under Paragraph 1, the Company will, at its expense, provide you and
your eligible dependents with continued health care coverage under the Company's
medical/dental plan until the earlier of (i) the first date that you are covered
under another employer's health benefit program which provides substantially the
same level of benefits without exclusion for pre-existing medical conditions or
(ii) the end of the severance payment period under Paragraph 1. Any further
coverage to which you or your dependents may be entitled during the remainder
(if any) of your COBRA coverage period under Internal Revenue Code Section 4980B
will be at your sole expense.

            3. Consulting Services. You will make yourself available to perform
consulting services reasonably requested of you during the severance payment
period under Paragraph 1. You will not 


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receive any cash compensation for the first ten (10) hours of consulting
services you render per month. To the extent you are requested to render more
than ten (10) hours of consulting services in any month, you will be compensated
for each additional hour at an hourly rate to be agreed upon by you and the
Company at the time such consulting services are to be rendered. In no event
will you be required to render more than twenty (20) hours of consulting
services per month. You will also be reimbursed for all reasonable out-of-pocket
expenses incurred in rendering any consulting services upon your submission of
appropriate documentation for those expenses.

            4. Limitation on Benefits. In the event your employment terminates
by reason of your death or disability or in the event of your termination for
Misconduct, you will not be entitled to receive any severance benefits under
this letter agreement.

            5. Definitions. For purposes of this letter agreement, the following
definitions will be in effect:

                  (a) Change in Control means any of the following transactions
effecting a change in ownership or control of the Company:

                        (i) a merger or consolidation in which securities
      possessing more than fifty percent (50%) of the total combined voting
      power of the Company's outstanding securities are transferred to a person
      or persons different from the persons holding those securities immediately
      prior to such transaction, or

                        (ii) the sale, transfer or other disposition of all or
      substantially all of the Company's assets in complete liquidation or
      dissolution of the Company, or

                        (iii) the  acquisition,  directly or indirectly,  by any
      person or related group of persons (other than the Company or a person
      that directly or indirectly controls, is controlled by, or is under common
      control with, the Company) of beneficial ownership (within the meaning of
      Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of
      securities possessing more than fifty percent (50%) of the total combined
      voting power of the Company's outstanding securities pursuant to a tender
      or exchange offer made directly to the Company's stockholders, or

                        (iv) a change in the composition of the Board over a
      period of thirty-six (36) consecutive months or less such that a majority
      of the Board members ceases by reason of one or more contested elections
      for Board membership, to be comprised of individuals who either (A) have
      been Board members continuously since the beginning of such period or (B)
      have been elected or nominated for election as Board members during such
      period by at least a majority of the Board members described in clause (A)
      who were still in office at the time such election or nomination was
      approved by the Board.

                  (b) Involuntary Termination means the termination of your
employment with the Company:

                        (i) involuntarily upon your discharge or dismissal (for
      reasons other than Misconduct), or

                        (ii) voluntarily upon your resignation following (A) a
      change in your position with the Company which materially reduces your
      duties or level of responsibility, (B) a reduction in your level of
      compensation (including base salary, fringe benefits and participation in
      corporate-performance based bonus or incentive programs) or (C) a change
      in your place of employment which is more than fifty (50) miles from your


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      place of employment prior to the Change in Control, provided and only if
      such change or reduction is effected without your written concurrence.

            In no event shall an Involuntary Termination be deemed to occur
should your employment terminate by reason of your death or disability.

                  (c) Misconduct means the commission of any act of fraud,
embezzlement or dishonesty by you, any unauthorized use or disclosure by you of
confidential information or trade secrets of the Company, or any other
intentional misconduct by you adversely affecting the business or affairs of the
Company in a material manner. The foregoing definition shall not be deemed to be
inclusive of all the acts or omissions which the Company may consider as grounds
for the dismissal or discharge of you or any other individual in the service of
the Company.

            6. General Creditor Status. The payments and benefits to which you
become entitled hereunder will be paid, when due, from the general assets of the
Company, and no trust fund, escrow arrangement or other segregated account will
be established as a funding vehicle for such payment. Accordingly, your right
(or the right of the personal representatives or beneficiaries of your estate)
to receive any payments or benefits hereunder will at all times be that of a
general creditor of the Company and will have no priority over the claims of
other general creditors.

            7. Death. Should you die before receipt of one or more severance
payments to which you become entitled under this letter, then those payment or
payments will be made to the executors or administrators of your estate.

            8. Miscellaneous. This letter agreement will be binding upon the
Company, its successors and assigns (including, without limitation, the
surviving entity in any Change in Control) and is to be construed and
interpreted under the laws of the State of New Jersey. This letter agreement
supersedes all prior agreements between you and the Company relating to the
subject of severance benefits payable upon your termination of employment.

            9. At Will Employment. Nothing in this letter agreement is intended
to provide you with any right to continue in the employ of the Company for any
period of specific duration or interfere with or otherwise restrict in any way
your rights or the rights of the Company, which rights are hereby expressly
reserved by each party, to terminate your employment at any time for any reason
whatsoever, with or without cause.

            We hope that you find the new severance benefit program to be an
important addition to your total compensation package which will provide you
with certain financial assurances in the event your employment were to terminate
under the circumstances indicated in this letter agreement.


                                    LOGIC WORKS, INC.


                                    BY: /s/ Gregory A. Peters
                                        ----------------------------------------

                                    TITLE: President and Chief Executive Officer
                                           -------------------------------------


                                     /s/ Edward McLaughlin
                                     -------------------------------------------
                                     Edward McLaughlin


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