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                                                                   EXHIBIT 10.25


                            CAYENNE SOFTWARE, INC.

                               CY 97 BONUS PLAN


A portion or all of each executive officer's bonus will be based on the
achievement of net income ("Profit") before taxes by Cayenne Software, Inc., 
(the "Company"). The bonus will be paid as follows:

        (A)     For the Company's President: every one (1) full percentage
                point of Profit Before Taxes up to 10% will result in a payment
                of $25,000. Every one (1) full percentage point of Profit Before
                Taxes above 10% will result in a payment of $50,000.

        (B)     For the Company's Senior Vice President of Product Operations:
                (i) 33.3% of base salary for achievement versus plan of total
                worldwide software license and maintenance revenue. (This
                incentive will be computed and paid quarterly according to an
                accelerated scale that will yield 50% of the incentive at
                approximately 5% Profit Before Taxes and 100% of the incentive
                at ten percent Profit Before Taxes, maximum quarterly payout is
                the quarterly incentive target), and (ii) 33.3% of base salary
                for year-end Profit Before Taxes as follows: every one (1) full
                percentage point of Profit Before Taxes up to 10% will result in
                a payment of $7,500; every one (1) full percentage point of
                Profit Before Taxes above 10% will result in a payment of
                $15,000.
        
        (C)     For the Company's Senior Vice President of Worldwide Field
                Operations: (i) 35% of base salary for achievement of worldwide
                revenue versus plan will be computed and paid monthly, (ii) 35%
                of base salary for achievement of worldwide operations 
                contribution margin versus plan will be computed and paid 
                quarterly, and (iii) 30% of base salary for achievement of
                year-end company Profit Before Taxes as follows: every one (1)
                full percentage point of Profit Before Taxes up to 10% will
                result in a payment of $4,500; every one (1) full percentage
                point of Profit Before Taxes above 10% will result in a payment
                of  $9,000.
        
        (D)     For the Company's Vice President of North American Sales: (i)
                40% of base salary for achievement of North American sales
                revenue versus plan will be computed and paid monthly, (ii) 40%
                of base salary for achievement of North American operations
                contribution margin versus plan will be computed and paid
                quarterly, and (iii) 35% of base salary for achievement of 
                year-end Company Profit Before Taxes as follows: every one (1)
                full percentage point of Profit Before Taxes up to 10% will
                result in a payment of $4,500; every one (1) full percentage
                point of Profit Before Taxes above 10% will result in a payment
                of $9,000.

        (E)     For the Company's Vice President/Chief Financial Officer and the
                Vice President/General Counsel: every one (1) full percentage
                point of Profit Before Taxes up to 10% will result in a payment
                of $5,000; every one (1) full percentage point of Profit Before
                Taxes above 10% will result in a payment of $10,000.
        
        (F)     For the Company's Vice President of Human Resources: every one
                (1) full percentage point of Profit Before Taxes up to 10% will
                result in a payment of $2,300; every one (1) full percentage
                point of Profit Before Taxes above 10% will result in a payment
                of $4,600.
        
Net income before taxes will be calculated excluding any restructuring charges
taken for CY 1997.