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                                                                   EXHIBIT 10.32

                         SEVERANCE AND RELEASE AGREEMENT

         This SEVERANCE AND RELEASE AGREEMENT (the "Agreement") is entered into
between SystemSoft Corporation, on its own behalf and on behalf of its officers,
agents, directors, employees, subsidiaries, affiliates, assigns and successors
(collectively, "SystemSoft" or the "Company") and David P. Sommers (on your own
behalf and on behalf of your heirs, executors, administrators, and assigns)
regarding the termination of your employment with SystemSoft.

         In consideration of the mutual covenants and undertakings set forth
herein, you and SystemSoft hereby agree as follows:



     1.  Your employment with SystemSoft will end as of July 31, 1997 (the
         "Termination Date"). You will continue to provide services to
         SystemSoft in your current capacity as Senior Vice President, Treasurer
         and Chief Financial officer until the Termination Date.

     2.  You will notify SystemSoft within one week of accepting new employment
         of the name and address thereof, provided that the beginning date of
         such employment is within 12 months from the Termination Date.

     3.  You will not disclose or use any of SystemSoft's confidential
         information or confidential information entrusted to SystemSoft by
         others to any non-SystemSoft person, corporation, or other entity.
         SystemSoft's confidential information includes matters not generally
         known outside of SystemSoft, such as experimentation, research and
         developments relating to existing and future products and services
         marketed or used by SystemSoft, and also any information relating to
         the general business operations of SystemSoft (i.e., sales, products,
         market opportunities, costs, profits, organizations, customer lists,
         pricing methods, etc.). In the event you hear of SystemSoft
         confidential information from a third party, you agree not to disclose
         such confidential information.

     4.  You will settle all expense accounts and advances made by SystemSoft to
         you and complete all other procedures required of terminating employees
         by July 31, 1997. SystemSoft shall pay all reasonable and documented
         expenses incurred by you prior to July 31, 1997. You will return to
         SystemSoft all property provided by SystemSoft to you including all
         credit, identification, and entry cards and all documents, records,
         papers, notebooks, and other materials and copies thereof (regardless
         of the medium on which the copy is made) related to or including any
         information which is confidential to SystemSoft. As the sole exception
         to the foregoing, SystemSoft will, as of the Effective Date of this
         Agreement, transfer title to you of a Compaq desktop PC, NEC Versa
         notebook PC, mobile phone and pager all of which you acknowledge are in
         your possession. You shall delete all SystemSoft confidential computer
         files residing on the two personal computers which will be transferred
         to you as provided for herein.

     5.  SystemSoft, while expressly denying the commission of any wrongful act,
         including but not limited to any violations of any federal, state or
         local fair employment practice law, or other employment practice law,
         or other employer duty or other employment-related obligation (all of


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         which are hereinafter referred to as "employment relations laws") or
         other equity, will provide the following:

         a.   Commencing on the Effective Date, with the first payment on August
              15, 1997, semi-monthly payments of $6250 for the first twelve
              months after the Termination Date. Your entitlement to these
              separation payments will terminate if you breach your obligations
              to the Company pursuant to Sections 3, 4 and 11 of this Agreement.
              Such a breach by you will, among other things, relieve SystemSoft
              of its obligations to you under this Agreement regardless of when
              said breach occurs. You agree to seek comparable alternative
              employment within 30 days of the Effective Date of this Agreement.
              If you secure and begin other employment as a senior executive (VP
              level or CFO), then during the second six month period during the
              twelve months following the Termination Date, all payments payable
              to you hereunder will cease. Each payment made shall be less any
              amount required of SystemSoft by law to be withheld or elected to
              be withheld by you on a voluntary basis. For purposes of
              Paragraphs 2 and 5(a) of the Agreement, being "employed" or
              "employment" means having a common law employment relationship
              with another entity or engaging in any other comparable position
              such as independent contractor for, owner of, consultant to, or
              partner with or of another entity. Notwithstanding anything to the
              contrary in this Agreement, your failure to attempt to find other
              employment will not entitle SystemSoft to discontinue payment
              under Paragraph 5 (a) or to cease to provide continuation of
              benefits as described in Paragraphs 5(b) and 5( c).

         b.   The Termination Date will be the date of the "qualifying event"
              under the Consolidated Omnibus Budget Reconciliation Act of 1985
              ("COBRA"), and you will receive COBRA information under separate
              cover. However, commencing on the Effective Date, and for the
              period during which you receive the above-referenced semi-monthly
              payments from the Company, the Company will continue to make its
              contribution to your dental insurance coverage on the same terms
              and conditions available to active Company employees. Group
              universal life insurance and disability insurance coverage in
              effect at the Termination Date may be continued for a maximum of
              twelve (12) months thereafter in accordance with the terms of
              those policies. SystemSoft agrees to pay your Officers Life
              Insurance and Disability Policies for a 12 month period from the
              Termination Date.

         c.   Continuation of your participation in the SystemSoft Corporation
              401(k) Plan for as long as payments continue to you under this
              Agreement. Thereafter, your rights in the Plans shall be
              determined under the terms of the Plan.

         d.   As of the Effective Date, a payment of $64,000 in aggregate over
              six months, in semi-monthly payments of $5,333 beginning August
              15, 1997, subject to all applicable taxes, in exchange for
              cancellation of 7500 options (option grant 635) on July 24, 1996
              and any other compensation that may have been due you.


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         e.   You acknowledge that you have been granted the following options:

<TABLE>
<CAPTION>
              Grant #    Grant Date       Type               Granted        Vested at May 31, 1998
              -------------------------------------------------------------------------------------
<S>           <C>        <C>              <C>                <C>            <C>   
              510          2/27/96         ISO                39,584         22,266
              511          2/27/96          NQ*               50,000         50,000
              513          2/27/96          NQ                10,416          5,859
              557          4/15/96          NQ*               12,834          6,418
              559          4/15/96          NQ                13,698          6,850
              560          4/15/96          NQ                10,738          5,370
              561          4/15/96          NQ                 2,500          1,250
              562          4/15/96         ISO                   230            116
</TABLE>

         The Option Grant Number 511 shall be immediately vested on the
         Effective Date. You will be able to exercise Option Grants 510, 513,
         557, 559, 560, 561 and 562 in accordance with their original vesting
         schedules until August 31, 1998.

         * Originally incorrectly issued as ISO.  They are correctly classified 
           as Non-Qualified options.

              You shall be appointed to the SystemSoft Corporation Advisory
              Committee for not less that 10 months after the Termination Date,
              during which time any options granted to you shall not be canceled
              and the vesting thereof shall continue. In your capacity as a
              member of the SystemSoft Advisory Committee, you will provide
              assistance to the Company on an as needed basis. Such assistance
              shall be limited to reasonable amounts of your time and shall take
              place at mutually convenient schedules.

         f.   Commencing on the Effective Date and ending three months
              thereafter, you may direct SystemSoft in writing to make a payment
              not in excess of $16,500 to an out-placement service firm. This
              payment will be made upon receipt of a proper invoice and shall be
              for out-placement counseling services at prevailing industry
              rates. If you make this election, you authorize SystemSoft to
              deduct this payment from the final two gross payments due you
              under Section 5 (d) until that amount is repaid.

         g.   SystemSoft will permit you to maintain access to your existing US
              mail. SystemSoft will hold your personal mail for you at
              SystemSoft's reception desk or mail it to you once per week at
              your option. SystemSoft will also maintain your voice account for
              a period of three months after the Termination Date.

     6.  In exchange for the consideration set forth above and for other good
         and valuable consideration receipt and sufficiency of which is hereby
         acknowledged:

         a.   You and your agents, insurers, representatives, assigns, heirs,
              estates, executors, administrators, successors and attorneys
              hereby accept the foregoing, in full and complete waiver, release,
              and satisfaction of any and all claims of any kind or description
              that you have or may have had or may have through the date you
              execute the Agreement against SystemSoft 


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              and/or its officers, benefit plans (including benefit plan
              fiduciaries, trustees, administrators and sponsors), attorneys,
              trustees, insurers, directors or employees including but not
              limited to claims arising from any employment relations laws,
              contract or tort law, public policy, law or equity or claims for
              expenses or other monetary or equitable relief including any right
              to or claim arising out of a right, to re-employment. You also
              hereby release SystemSoft from liability for such claims and waive
              any other rights relating to your employment, or your termination
              from employment, with SystemSoft.

          b.  You represent that you have not filed any complaints,
              administrative charges and/or lawsuits or proceedings against
              SystemSoft based upon claims released in Paragraph 6(a), with any
              local, state or federal court or agency and further that you have
              not assigned or transferred to any person any portion of any claim
              which is released or waived by this Agreement; and

          c.  We agree to issue on a press release regarding your separation
              from the Company. A copy of the release is attached hereto as
              Exhibit A.

          d.  A personal reference statement to be provided future employers
              and others upon authorization by you will be consistent with the
              press release. SystemSoft will instruct its officers and directors
              that this is the only statement to be made about your employment
              by the Company.

     7.  SystemSoft hereby acknowledges that the foregoing is in full and 
         complete waiver, release and satisfaction of any and all claims of any
         kind or description that SystemSoft has or may have had or may have
         against you through the date you execute the Agreement, including but
         not limited to claims arising from any employment relations laws,
         contract or tort law, public policy, law or equity or claims for other
         monetary or equitable relief, and SystemSoft hereby expressly releases
         you from liability from such claims. However, this release shall have
         no force or effect as to claims, if any, by SystemSoft that you
         violated any of the provisions of this Agreement. The Company will
         provide you with indemnification rights in accordance with the
         Company's Certificate of Incorporation and by-laws in effect on the
         date hereof, to the same extent available to the Company's officers and
         directors.. In the event that the applicable indemnity in the
         Certificate of Incorporation and by-laws are amended by the Company's
         Board of Directors, such amendments shall apply to you as well. In all
         policies of liability insurance for directors and officers, you will be
         covered for acts occurring during your period of employment with the
         Company.

     8.  You accept the payments and benefits set forth in Paragraphs 4 and 5 as
         full and complete payment, settlement, consideration, accord and/or
         satisfaction of any and all obligations of the Company arising out of
         your employment, including, but not limited to, any and all claims for
         vacation time and all other compensation and benefits such as stock,
         stock options, severance pay, commissions, bonuses, car allowance
         payments, deferred compensation payments, expenses (including, without
         limitation, travel, moving and/or housing-related expenses),
         contractual obligations and all other payments, compensation or
         reimbursements of any kind.

     9.  a. You acknowledge that you have been informed that since you are forty
         (40) years of age or older, you have or may have specific rights and/or
         claims under the Age Discrimination in Employment Act of 1967, 29 U.S.
         C. Section 621 et seq., as amended. In consideration of the amounts


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         and benefits described in Paragraphs 5 and 7 of this Agreement, which
         are in addition to anything of value to which you are already entitled,
         you specifically waive such rights and/or claims to the extent that
         such rights and/or claims arose prior to the date this Agreement was
         executed.

         b. You were advised by the Company of your right to consult with an
         attorney prior to executing this Agreement and you consulted with an
         attorney prior to July 1, 1997.

         c. You were advised when presented by the Company with the initial
         draft of this Agreement prior to July 1, 1997, that you had at least
         twenty-one (21) days within which to consider its terms and to consult
         with or seek advice from an attorney or any other person of your
         choosing, until the close of business on July 22, 1997.

         d. The parties hereby agree that the twenty-one (21) day period
         referenced in subsection (c) of this Paragraph will not be affected or
         extended by any revisions which might be made to the initial draft of
         this Agreement.

     10. It is further agreed by you and SystemSoft that the consideration paid
         by SystemSoft hereunder is in return for specific performance by you of
         each and every one of your obligations under this Agreement, and that
         SystemSoft will seek and is entitled to specific performance by you in
         the event of a violation of any such obligation by you, in addition to
         all other remedies available to SystemSoft.

     11. Neither you nor SystemSoft shall release, reveal, publish, cause to be
         published, publicize, discuss, or otherwise disclose the terms of the
         Agreement except as provided for herein and in Paragraph 12 of the
         Agreement and to your family, accountants, and attorneys and except as
         you or SystemSoft may be obligated to disclose on account of statutory,
         regulatory, or other legal requirements. Both SystemSoft and you agree
         not to publicly criticize or discuss, except as mutually agreed, nor
         make any derogatory comments regarding, the facts and circumstances
         leading to your departure from SystemSoft, but you may state that your
         departure was voluntary. You further agree not to disparage in any way
         the Company and/or its officers, directors, employees, shareholders,
         operations, finances, business and/or products in any way. SystemSoft
         further agrees not to disparage you in any way. Notwithstanding
         anything to the contrary in this Agreement, nothing herein will prevent
         you from answering questions from a duly authorized government agent
         acting in his or her official capacity.

     12. The terms of the Agreement including all facts, circumstances,
         statements or documents relating thereto, shall not be admissible for
         any purpose in any litigation in any forum other than to secure
         enforcement of the terms and conditions of the Agreement.

     13. The Agreement has been reached by mutual accord of the parties hereto,
         and the parties by their signatures indicate their full agreement and
         understanding of its terms.

     14. The Agreement includes all of the agreements of the parties relative to
         your termination, and supersedes any prior agreements or
         representations between the parties as to the subjects covered.. This
         Agreement has no precedential effect, value, or impact whatsoever as to
         any person not a party to it.


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     15. Should any provision or part of any provision of this Agreement be
         found by a duly authorized court or forum to be legally unenforceable
         and/or against public policy, such unenforceability shall not prevent
         enforcement of the remaining provisions or parts of this Agreement.

     16. The Agreement shall be interpreted under the laws of the Commonwealth
         of Massachusetts. Any action to bring and try any dispute concerning
         the enforcement or interpretation of this Agreement shall be done in an
         appropriate court located in the Commonwealth of Massachusetts, and the
         parties hereby consent to the jurisdiction of any such court for that
         purpose.

     17. You may revoke this Agreement for a period of seven (7) days following
         its execution and this Agreement will not become effective or
         enforceable until this revocation period has expired (the "Effective
         Date").

         IN WITNESS WHEREOF, all parties have set their hand and seal to this
Agreement as of the date written below.

         SYSTEMSOFT CORPORATION                      DAVID P. SOMMERS

          /s/  Paul J. Pedevillano                    /s/  David P. Sommers
         -------------------------                   -------------------------
         By:                                         David P. Sommers
         Paul J. Pedevillano
         ----------------------
         Print Name:
                7-16-97                                        7-16-97
         ----------------------                      --------------------------
         Date                                        Date


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David P. Sommers acknowledges that he was informed and understands that he has
at least 21 days within which to consider the attached Agreement/Waiver, has
consulted with an attorney regarding such Agreement and has considered carefully
every provision of the Agreement, and that after having engaged in those
actions, prefers to and has requested that he enter into the Agreement/Waiver
prior to the expiration of the 21-day period.



Dated:    7/16/97                                 David P. Sommers
      _____________________________               ___________________________
                                                  David P. Sommers


Dated:    7/16/97                                 Paul J. Pedevillano
      _____________________________               ___________________________
                                                  Witness