SEPARATION AGREEMENT


                  SEPARATION AGREEMENT dated as of March 10, 1998 by and between
CrossZ Software  Corporation  ("CrossZ" or the "Company") a Delaware corporation
with its principal office at 60 Charles Lindbergh Boulevard, Uniondale, New York
11553 and Mark Chroscielewski ("Chroscielewski"), who resides at 250-03 87th
Drive, Bellerose, New York 11426.

                  WHEREAS,   Chroscielewski  has  been  employed  by  CrossZ  as
Chairman  of the Board  pursuant  to an  Employment  Agreement  effective  as of
October  14,  1997 by and between  Chroscielewski  and CrossZ  (the  "Employment
Agreement"); and

                  WHEREAS,   CrossZ  and  Chroscielewski  have  determined  that
Chroscielewski's  employment with the Company was terminated effective March 10,
1998 and  Chroscielewski  will no longer  serve as  Chairman of the Board of the
Company effective as of May 26, 1998; and

                  WHEREAS,   the  parties  hereto  desire  to  set  forth  their
agreement as to the termination of Chroscielewski's  employment and to set forth
certain other agreements and understandings;

                  NOW,  THEREFORE,  in  consideration of the mutual promises and
covenants herein contained, it is hereby agreed as follows:

                  1.  Termination  of Employment  Agreement and  Severance.  The
Employment  Agreement  is  terminated  and  is of no  further  force  or  effect
effective as of the date hereof.  The  provisions of this  Agreement are in full
settlement of any and all rights and


<PAGE>
obligations  that each party has to the other  under the  Employment  Agreement.
Notwithstanding  the foregoing,  the Company and  Chroscielewski  agree that the
provisions of Section 1 of the Proprietary Rights and Separation Agreement dated
as of June 16, 1992 between  Chroscielewski  and the Company  (the  "Proprietary
Rights Agreement") shall remain in full force and effect until May 26, 1998. Any
activities that Chroscielewski engages in as a reseller will not be in violation
of the Proprietary  Rights  Agreement,  provided that the Company's  proprietary
information may not be disclosed without the express  permission of the Company.
Chroscielewski shall be entitled to receive a severance payment in the amount of
$150,000  payable over the one-year  period from March 10, 1998 through March 9,
1999 in accordance with normal Company payroll. Chroscielewski acknowledges that
he has received all severance payments that have been required to be made to him
through March 31, 1998 in accordance with the preceding  sentence.  In addition,
upon the  execution  of this  Agreement,  the  Company  is  paying  $151,896  to
Chroscielewski  in full  settlement of (i) all unpaid  accrued  salary and other
amounts  owed to  Chroscielewski  or his wife,  and (ii) all  accrued and unused
vacation through March 10, 1998. The Company will also reimburse the law firm of
Reisman,  Peirez,  Reisman & Calica L.L.P.  $16,000 in full  settlement  for all
attorney fees  incurred by  Chroscielewski  in connection  with the execution of
this  Agreement  and  enforcing  his  rights  under  the  Employment  Agreement.
Chroscielewski is also being reimbursed for all heretofore unreimbursed expenses
reasonably and  necessarily  incurred by him in connection  with the business of
CrossZ prior to March 10, 1998. Chroscielewski acknowledges that he has received

                                       -2-

<PAGE>
full and complete  payment of quarterly MBO's through the date of termination of
his employment.  Chroscielewski will resign, effective May 26, 1998, as Chairman
of the Board of CrossZ.  Chroscielewski further acknowledges that he will not be
nominated by the Board of Directors  for election as a director at the Company's
next annual meeting of the stockholders (which is presently scheduled to be held
on May 27,  1998).  In  addition,  Chroscielewski  may not (i) speak or take any
action on behalf of the Company including  negotiating,  discussing or executing
any  agreement  or (ii) have any  discussions  with any  customers,  clients  or
suppliers of the Company or any potential customers, clients or suppliers of the
Company. The foregoing limitation includes,  but is not limited to, representing
CrossZ  or  acting  on  behalf  of  CrossZ  at any  trade  show  or  conference.
Notwithstanding  the foregoing,  the Company will enter into a standard reseller
agreement with such new company as may be hereinafter  incorporated or formed by
Chroscielewski as specified in Paragraph 5 hereto.

                  2.  Stock  Options  and  Continuing   Benefits.   Concurrently
herewith,  the Company is amending the terms of the stock option agreement dated
November 11, 1997 between the Company and  Chroscielewski so that all options to
purchase  Common Stock of the Company  currently  held by  Chroscielewski  shall
remain exercisable until December 31, 1999. In connection therewith, the Company
will make any  amendments  necessary  under its 1991  Incentive  Stock Option to
effectuate  the foregoing.  To the extent that the Company  reprices any options
granted under the 1991  Incentive  Stock Option Plan prior to December 31, 1999,
the  Company  will  include the options  granted to  Chroscielewski  in any such
repricing and will

                                       -3-

<PAGE>
reprice  the  options to  purchase  Common  Stock held by  Chroscielewski  to an
exercise price equal to the exercise price of the repriced options.

         In addition,  Chroscielewski shall receive Company-paid health, dental,
medical,  vision,   disability  and  life  insurance  coverage  as  provided  to
Chroscielewski  immediately  prior  to  March  10,  1998,  upon  the  terms  and
conditions,  including  deductibles and co- payments,  provided in the Company's
then-existing  plans,  policies  and  programs  (the  "Company-Paid  Coverage").
Company-Paid  Coverage  shall  continue until March 10, 1999 in the case of life
insurance coverage and until March 10, 2003 for Chroscielewski and his spouse as
of the date of this  Agreement in the case of medical,  dental,  disability  and
vision coverage.  Notwithstanding  the foregoing,  if  Chroscielewski is covered
under any health, life, dental,  vision or disability insurance plan(s) provided
by a subsequent employer, then the amount of coverage required to be provided by
the Company hereunder shall be reduced by the amount of coverage provided by the
subsequent   employer's  plan(s)  for  so  long  as  such  coverage   continues.
Chroscielewski's  rights under this Paragraph 2 shall be in addition to, and not
in lieu of, any  post-termination  continuation  coverage or  conversion  rights
Chroscielewski   may  have  pursuant  to  applicable  law,   including   without
limitation,  continuation  coverage  required by Section  4980B of the  Internal
Revenue Code of 1986, as amended.

                  3. Office Space.  Until May 26, 1998,  Chroscielewski (i) will
be allowed to use during the normal and customary  business hours of the Company
his current office at the Company's executive offices located a set forth above,
and (ii) will receive

                                       -4-

<PAGE>
administrative  support,  consistent with the administrative support he received
from  the  Company  immediately  prior  to May 26,  1998.  After  May 26,  1998,
Chroscielewski  shall  completely  vacate the  Company's  offices,  unless he is
granted  permission to appear at the  Company's  offices by the President of the
Company.

                  4. Office Equipment.  By separate bill of sale, the Company is
transferring  to  Chroscielewski  concurrently  herewith  title  to  the  laptop
computer, desktop computer and printer currently in Chroscielewski's possession,
for the sum of $1.00.

                  5. Reseller Agreement.  (a) CrossZ shall enter into a standard
reseller  agreement  (the  "Reseller  Agreement")  with such new  company as may
hereafter  be  incorporated  or formed by  Chroscielewski  (the  "Chroscielewski
Reseller Company").  The Reseller Agreement will be subject to and in accordance
with the provisions of Paragraph 7 hereof.

                           (b) As inducement for the Company to enter into the
Reseller Agreement,  it shall provide that Chroscielewski and the Chroscielewski
Reseller  Company  for,  and on  behalf  of,  themselves  and  their  directors,
officers,  consultants,  employees and  "affiliates" (as such term is defined in
Rule 405 under the  Securities  Act of 1933,  as amended)  will not  disclose or
divulge any information,  knowledge or data relating to the Reseller  Agreement,
including without limitation,  its terms to any person or entity including,  but
not limited  to,  other  resellers  or indirect  channel  partners,  value added
resellers, original equipment manufacturers, consultants and systems integrators
of the Company.  Notwithstanding the foregoing,  Chroscielewski may disclose the
terms of the Reseller Agreement to the legal, accounting and tax

                                       -5-

<PAGE>
professionals  involved in the  administration  of the  Chroscielewski  Reseller
Company.

                  6. Phone  Numbers  and  E-mail.  Chroscielewski  will have the
opportunity  to  transfer  both of his cell  phone  numbers  as well as his home
office phone  number,  to his personal use by no later than May 26, 1998,  after
which the service will be discontinued.  Chroscielewski  will have access to the
Company's  e-mail through Lotus Notes as well as the Company's  voice mail until
May 26, 1998, after which the service will discontinued.

                  7. Noncompete and Confidentiality.  Chroscielewski agrees that
until March 10, 1999 he shall not:

                                    (i) engage in, own,  manage or  control,  or
participate in the ownership,  management or control, directly or indirectly, of
any  person,   firm,   corporation  or  other  entity  engaged  in  the  design,
development,  provision,  sales or  marketing  of any product for the  creation,
compression, storage, retrieval or analysis of relational databases ("Restricted
Business")  anywhere in the world (the "Restricted  Area").  Notwithstanding the
foregoing,  Chroscielewski  may acquire shares  representing not more than 5% of
the  outstanding  securities  of any  publicly  traded  company  engaged  in the
Restricted  Business and the Chroscielewski  Reseller Company may enter into the
Reseller Agreement.

                                    (ii)  for himself or on behalf of any other
person or entity, directly or indirectly or by action together with others, call
on any person or entity  that is or was at any time  during the one year  period
prior to the date of this Agreement, a customer, licensor, licensee, contractor,
employee, consultant,  representative or agent of or for CrossZ, or any of them,
for the

                                       -6-

<PAGE>
purpose of (A)  diverting  or taking away any such person or entity from CrossZ,
or (B) inducing,  influencing or seeking to induce or influence, any such person
or entity to terminate such relationship with CrossZ, or any of them;  provided,
that if the employment of any such employee has been terminated by CrossZ and if
Chroscielewski notifies CrossZ that he proposes to employ such employee,  CrossZ
will not unreasonably withhold its consent to such subsequent employment; or

                                    (iii)   use,   disclose   or   divulge   any
information,  knowledge  or data  specifically  relating  to or  concerned  with
CrossZ,  its  respective  operations,  businesses,  methods  of doing  business,
revenues, results of operations,  financial condition or customers to any person
or  entity,  provided,  however,  that  (A) if  Chroscielewski  becomes  legally
compelled to disclose any such information,  knowledge or data, he will promptly
advise  CrossZ  in  writing  so that it may  seek a  protective  order  or other
appropriate  judicial remedy and/or waive compliance with the provisions of this
Paragraph  7,  and  (B)  nothing  contained  herein  shall  prevent  the  use or
disclosure of any information,  knowledge or data (1) that is generally known to
the public or (2) that has become  generally known to the public  otherwise than
by the breach of this  Agreement  by  Chroscielewski  or the breach of any other
agreement of like tenor by  Chroscielewski,  any other  shareholder of CrossZ or
any officer, director or employee of the CrossZ.

                  8. Standstill.  Chroscielewski  agrees that prior to March 10,
1999,  without the prior  written  consent of the  Company,  he will not, in any
manner,  whether publicly or otherwise,  directly or indirectly initiate,  make,
effect, cause, seek, offer or propose

                                       -7-

<PAGE>
to  initiate,  participate  in or take a position  with  respect  to,  advise or
influence,  call or seek to call or execute:  (i) any tender or exchange  offer,
merger or other business combination  involving CrossZ or any of its affiliates;
(ii) any "solicitation" of "proxies" (as such terms are used in the rules of the
Securities  and Exchange  Commission)  or consents that relate in any way to any
shares of Common Stock or other  securities of CrossZ,  whether  before or after
the formal  commencement  of any such  solicitation;  (iii) any person or entity
with respect to the voting of, or the giving or withholding of any consents with
respect to, any shares of common stock of CrossZ or other  securities of CrossZ;
(iv) a meeting of CrossZ's  shareholders  or any written consent or any proposal
for action by  shareholders of CrossZ;  (v) alone or in concert with others,  to
acquire  control of CrossZ or  influence  the Board,  management  or policies of
CrossZ; (vi) any claim, suit, action or otherwise acting to contest the validity
of this letter or  proceeding a release of the  restrictions  contained  herein.
Notwithstanding  the  foregoing,  in the event that the Company  defaults in the
payment of any installment severance payment provided for him or fails to pay or
refuses to pay any installment  severance payment and such default or failure or
refusal to pay is not cured  within 15 days after the  receipt by the Company of
written notice from  Chroscielewski of such default,  failure or refusal to pay,
the provisions of this Paragraph 8 will be null and void and of no further force
and effect.

                  9.  Enforceability  of  Paragraphs  7  and  8.  Chroscielewski
acknowledges that (a) the provisions of Paragraphs 7 and 8 hereof are reasonable
and necessary for the protection of

                                       -8-

<PAGE>
CrossZ  and are  essential  to the  willingness  of  CrossZ  to enter  into this
Separation  Agreement.  In the event that any  provision  of  Paragraphs 7 and 8
hereof, including any sentence, clause or part thereof, shall be deemed contrary
to law or  invalid  or  unenforceable  in any  respect  by a court of  competent
jurisdiction, the remaining provisions shall not be affected, but shall, subject
to the discretion of such court, remain in full force and effect and any invalid
and unenforceable provisions shall be deemed, without further action on the part
of the parties hereto, modified,  amended and limited to the extent necessary to
render the same valid and enforceable.

                  10.  Withdrawal of Legal  Complaint.  Simultaneously  with the
execution of this Agreement, Chroscielewski will discontinue the Action filed on
his behalf in the Supreme  Court of the State of New York,  County of Nassau and
provide  the  Company   with  a  copy  of  the   discontinuance   certified   by
Chroscielewski's attorneys.

                  11. Survival of Provisions.  The termination of this Agreement
shall not terminate or affect in any manner any provision of this Agreement that
is intended by its terms to survive such termination.

                  12. Entire Agreement;  Amendment.  This Agreement  constitutes
the entire  agreement of the parties  hereto with respect to the subject  matter
hereof,  and any prior agreement between CrossZ and  Chroscielewski  relating to
his  employment  with  CrossZ  is hereby  superseded  and  terminated  effective
immediately  and  shall be  without  further  force or  effect,  except  for the
provisions of, Section 1 of the Proprietary  Rights  Agreement.  No amendment or
modification of this Agreement shall be valid or binding unless

                                       -9-

<PAGE>
made in writing  and signed by the party  against  whom  enforcement  thereof is
sought.

                  13. Notices.  Any notice required,  permitted or desired to be
given  pursuant to any of the  provisions of this  Agreement  shall be deemed to
have been  sufficiently  given or served for all purposes if delivered in person
or by responsible  overnight  delivery service or sent by certified mail, return
receipt  requested,  postage and fees prepaid to the parties at their respective
addresses set forth above, and if to CrossZ, with a copy to:

                           Olshan Grundman Frome & Rosenzweig LLP
                           505 Park Avenue
                           New York, New York 10022
                           Attention: David J. Adler, Esq.

and if to Chroscielewski, with a copy to:

                           Reisman, Peirez, Reisman & Calica, L.L.P.
                           Counselors-at-Law
                           1305 Franklin Avenue
                           Garden City, New York 11530
                           Attention: David H. Peirez, Esq.

Any of the  parties  hereto  may at any time and from  time to time  change  the
address to which notice shall be sent  hereunder by notice to the other  parties
given  under  this  Paragraph  12.  The date of the  giving of any  notice  hand
delivered or delivered by responsible overnight carrier shall be the date of its
delivery  and of any  notice  sent by mail shall be the date five days after the
date of the posting of the mail.

                  14. No Assignment; Binding Effect. Neither this Agreement, nor
the right to receive any payments hereunder,  may be assigned by Chroscielewski.
This Agreement shall be binding upon

                                      -10-

<PAGE>

Chroscielewski,  his heirs, executors and administrators and upon CrossZ and its
successors and assigns.

                  15. Waivers. No course of dealing nor any delay on the part of
CrossZ in exercising any rights  hereunder shall operate as a waiver of any such
rights.  No waiver of any default or breach of this Agreement  shall be deemed a
continuing waiver or a waiver of any other breach or default.

                  16.   Governing  Law.  This   Agreement   shall  be  governed,
interpreted  and construed in accordance with the laws of the State of New York,
except that body of law relating to choice of laws.

                  17. Invalidity. If any clause,  paragraph,  section or part of
this Agreement shall be held or declared to be void, invalid or illegal, for any
reason,  by any  court  of  competent  jurisdiction,  such  provision  shall  be
ineffective  but shall not in any way  invalidate  or affect  any other  clause,
paragraph, section or part of this Agreement.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Separation  Agreement  to be duly  executed  as of the day and year first  above
written.


                                      CROSSZ SOFTWARE CORPORATION



                                      By: /s/ DANIEL PESS
                                         --------------------------------------
                                         Name:  DANIEL PESS
                                         Title: Senior Vice President of
                                                Finance and Administration,
                                                Chief Financial Officer and
                                                Secretary



                                      /s/ MARK CHROSCIELEWSKI
                                      -----------------------------------------
                                      MARK CHROSCIELEWSKI


                                      -11-