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                                                               Exhibit 10.23


                             Cayenne Software, Inc.

                                FY 97 Bonus Plan

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

        (A)     For the Company's President: 4.0% of year-end total net income
                before taxes.

        (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 in increments of
                1% over 90% (up to 100%), maximum quarterly payout is the
                quarterly incentive target.), and (ii) 33.3% of base salary for
                year-end net income before taxes (This will result in 3.33% of
                base pay for every one (1) percentage of net income before taxes
                and is payable at year end).

        (C)     For the Company's Senior Vice President of Worldwide Field
                Operations: (i) 40.0% of base salary for achievement of
                worldwide revenue versus plan will be computed and paid monthly,
                (ii) 30% 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 net income before taxes, wherein 3% of base pay
                will be paid for each one (1) percentage point of net income
                before taxes and is payable at year end.

        (D)     For the Company's Vice President of North American Sales: (i)
                45% of base salary for achievement of North American sales
                revenues versus plan will be computed and paid monthly, (ii) 34%
                of base salary for achievement of North American operations
                contribution margin versus plan will be computed and paid
                quarterly, and (iii) 11% of base salary for achievement of
                year-end company net income before taxes, wherein 1.1% of base
                pay will be paid for each one (1) percentage point of net income
                before taxes and is payable at year end.

        (E)     For the Company's Vice President of Marketing: (i) 20% of base
                salary for achievement of worldwide license revenue achievement
                versus plan will be computed and paid monthly, and (ii) 20% of
                base salary for achievement of year-end company net income
                before taxes, wherein 2% of base pay will be paid for each one
                (1) percentage point of net income before taxes and is payable
                at year end.

        (F)     For the Company's Vice President/General Counsel and Vice
                President/Chief Financial Officer: 36% of base salary for
                achievement of year-end company net income before taxes, wherein
                3.6% of base pay will be paid for each one (1) percentage point
                of net income before taxes and is payable at year end.

        (G)     For the Company's Vice President of Human Resources: 20% of base
                salary for achievement of year-end company net income before
                taxes, wherein 2.0% of base pay will be paid for each one (1)
                percentage point of net income before taxes and is payable at
                year end.

Net income before taxes will be calculated excluding any restructuring charges
taken for FY 1997.