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                                                                    Exhibit 10.1


                 SEVERANCE AND SETTLEMENT AGREEMENT AND RELEASE

           AGREEMENT made as of the 2ND day of February, 1999 by and between
FlexiInternational Software, Inc. (the "Company") and Jennifer Cheng (the
"Employee").

           WHEREAS, the parties wish to resolve amicably the Employee's
separation from the Company and establish the terms of the Employee's severance
arrangement;

           NOW, THEREFORE, in consideration of the promises and conditions set
forth herein, the sufficiency of which is hereby acknowledged, the Company and
the Employee agree as follows:

           1.     RESIGNATION DATE. The Employee's effective date of resignation
from employment with the Company is FEBRUARY 15, 1999. Notwithstanding the
Employee's resignation from employment, nothing in this Agreement shall affect
the Employee's election to, current service upon, or potential re-election to
the Company's Board of Directors.

           2. In return for the execution of the instant Severance and
Settlement Agreement and Release, the Company shall grant the Employee the
following severance benefits:

                  (a) As severance pay, the Company will continue to pay the 
Employee's salary ("Salary Continuation") at the base salary rate at which she
was paid at the end of calendar year 1998 (the rate of $185,000 PER YEAR), less
all applicable state and federal taxes, for a period of one (1) year after the
Resignation Date (the "Severance Period"). The Salary Continuation shall be paid
to the Employee in accordance with the 




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Company's regular payroll practices, the first payment to be made no earlier
than the eighth (8th) day after execution of the Agreement.

                  (b) In addition to the Salary Continuation referenced in
paragraph 2(a), once each month during the Severance Period the Employee shall
receive the sum of $11,221 (the "Monthly Payment"), less all applicable state
and federal taxes. The total of such payments during the Severance Period shall
be $134,648.

                  (c) If the Employee has not commenced new employment before 
the conclusion of the Severance Period, the Employee shall receive additional
severance pay as follows: the Company agrees to pay the Employee additional
Salary Continuation, in the manner and subject to the deductions described in
paragraph 2(a), and to pay the Employee additional Monthly Payments, in the
manner and subject to the deductions described in paragraph 2(b), until the
Employee is employed; provided, however, that in no event shall the Company be
required to pay additional Salary Continuation or additional Monthly Payments
for a period longer than one (1) year after the conclusion of the Severance
Period. Amounts paid to the Employee under this paragraph 2(c) shall be reduced
by any amounts in excess of $20,000.00 that the Employee receives for consulting
services she provides to any person or entity other than the Company after the
Severance Period. The Employee shall notify the Company in writing of any
amounts received for such consulting services within 14 days of the date she
receives such payment.




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                  (d) In the event that the Employee elects to continue
receiving group medical insurance pursuant to the federal "COBRA" law, 29 U.S.C.
ss. 1161 ET SEQ., the Company shall continue to pay the share of the premium for
such coverage that iS paid by the Company for active and similarly-situated
employees who receive the same type of coverage, during the period of time (the
"Health Insurance Payment Period") running from the Resignation Date to the
first to occur of: (i) the expiration of 18 months from the Resignation Date; or
(ii) the time at which the Employee becomes eligible to participate in the group
medical insurance plan of another employer. The remaining balance of any premium
costs shall be paid by the Employee on a monthly basis for as long as, and to
the extent that, the Employee remains eligible for COBRA continuation. All other
benefits, including life insurance and long term disability, will cease upon the
Resignation Date.

           3.     CONSULTANT RELATIONSHIP. During any period of time the
Employee is receiving severance payments from the Company under paragraphs 2(a),
2(b) or 2(c) of this Agreement, the Employee shall be available at mutually
convenient times to consult with the Company from time to time on an as needed
basis. Other than the severance pay described in paragraph 2(a), 2(b), and 2(c),
the Employee shall not be entitled to receive any additional compensation for
providing such consulting services.

           4.     RELEASE. The Employee hereby fully, forever, irrevocably and
unconditionally releases, remises and discharges the Company, its officers,
directors, stockholders, corporate affiliates, agents and employees from any and
all claims, 




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charges, complaints, demands, actions, causes of action, suits, rights, debts,
sums of money, costs, accounts, reckonings, covenants, contracts, agreements,
promises, doings, omissions, damages, executions, obligations, liabilities, and
expenses (including attorneys' fees and costs), of every kind and nature which
she ever had or now has against the Company, its officers, directors,
stockholders, corporate affiliates, agents and employees, including, but not
limited to, all claims arising out of her employment, all employment
discrimination claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C.
ss.2000E ET SEQ., the Age Discrimination in Employment Act, 29 U.S.C., ss.621 ET
SEQ., the Americans With Disabilities Act, 42 U.S.C. ss.12101 ET SEQ., the
Connecticut Human Rights and Opportunities Act, Conn. Gen. Stat. ss. 46A-51 ET
SEQ., damages arising out of all employment discrimination claims, all other
employment discrimination claims, wrongful discharge, common law tort,
defamation, breach of contract and all other common law claims and damages, and
all claims and damages under any federal, state or local statutes or ordinances
not expressly referenced above.

           5.     NATURE OF AGREEMENT. The Employee understands and agrees that
this Agreement is a severance and settlement agreement and does not constitute
an admission of liability or wrongdoing on the part of the Company.

           6.     AMENDMENT. This Agreement shall be binding upon the parties
and may not be abandoned, supplemented, changed or modified in any manner,
orally or otherwise, except by an instrument in writing of concurrent or
subsequent date signed by a duly authorized representative of the parties
hereto. This Agreement is binding 




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upon and shall inure to the benefit of the parties and their respective agents,
assigns, heirs, executors, successors and administrators.

           7.     VALIDITY. Should any provision of this Agreement be declared
or be determined by any court of competent jurisdiction to be illegal or
invalid, the validity of the remaining parts, terms, or provisions shall not be
affected thereby and said illegal and invalid part, term or provision shall be
deemed not to be a part of this Agreement.

           8.     CONFIDENTIALITY. The Employee understands and agrees that the
terms and contents of this Agreement, and the contents of the negotiations and
discussions resulting in this Agreement, shall be maintained as confidential by
the Employee, her agents and representatives, and none of the above shall be
disclosed except to the extent required by federal or state law or as otherwise
agreed to in writing by the authorized agent of each party.

           9.     NON-DISCLOSURE AND NON-COMPETITION. The Employee acknowledges
her obligation to keep confidential all non-public information concerning the
Company which the Employee acquired during the course of employment with the
Company. As stated more fully in the non-disclosure agreement signed by the
Employee at the inception of employment (which remains in full force and
effect), the Employee will not disclose any such information to, or use such
information for the benefit of, any third party, including competitors of the
Company. The Employee further acknowledges and reaffirms her obligations under
any non-competition and/or non-solicitation agreement previously signed by her
for the benefit of the Company. The Employee


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further acknowledges that the obligations pursuant to any non-competition and/or
non-solicitation agreement will remain in full force and effect.

           10. ENTIRE AGREEMENT. This Agreement contains and constitutes the
entire understanding and agreement between the parties hereto with respect to
the severance and settlement and cancels all previous oral and written
negotiations, agreements, commitments, and writings in connection therewith.

           11. APPLICABLE LAW. This agreement shall be interpreted and construed
by the laws of the State of Connecticut, without regard to conflict of laws
provisions. The Employee hereby irrevocably submits to and acknowledges and
recognizes the jurisdiction of the courts of the State of Connecticut (which
courts, together with all applicable appellate courts, for purposes of this
agreement, are the only courts of competent jurisdiction) over any suit, action
or other proceeding arising out of, under or in connection with this agreement
or the subject matter hereof.

           12. ACKNOWLEDGMENTS. The Employee acknowledges that she has been
given forty-five (45) days to consider this Agreement and that the Company
advised her to consult with an attorney of her own choosing prior to signing
this Agreement. The Employee may revoke this Agreement for a period of seven (7)
days after the execution of this Agreement, and the Agreement shall not be
effective or enforceable until the expiration of this seven (7) day revocation
period. Attached to this Agreement as Exhibit A is a description of (i) any
class, unit or group of individuals covered by the program of severance benefits
which the Company has offered to you, and any 




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applicable time limits regarding such severance benefit program; and (ii) the
job title and ages of all individuals eligible or selected for such severance
benefit program, and the ages of all individuals in the same job classification
or organizational unit who are eligible or who were not selected for such
severance benefit program. By your signature below you acknowledge that you have
received Exhibit A and that you understand its contents.

           13. VOLUNTARY ASSENT. The Employee affirms that no other promises or
agreements of any kind have been made to or with her by any person or entity
whatsoever to cause her to sign this Agreement, and that she fully understands
the meaning and intent of this Agreement. The Employee states and represents
that she has had an opportunity to fully discuss and review the terms of this
Agreement with an attorney. The Employee further states and represents that she
has carefully read this Agreement, understands the contents herein, freely and
voluntarily assents to all of the terms and conditions hereof, and signs her
name of her own free act.

           14. COUNTERPARTS. This Agreement may be executed in two (2) signature
counterparts, each of which shall constitute an original, but all of which taken
together shall constitute but one and the same instrument.



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


___________________________________                      Date: _____________
Name: Jennifer Cheng


FlexiInternational Software, Inc.

By: _______________________________                      Date: _____________
    Name:
    Title:




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                                    EXHIBIT A


                      OLDER WORKERS BENEFIT PROTECTION ACT
                               NOTICE TO EMPLOYEES
                            AGE AND TITLE INFORMATION


           In connection with your severance agreement and the program of
severance benefits described therein, you are being provided with information as
to (i) any class, unit or group of individuals covered by such program, and any
time limits applicable to such program; and (ii) the job title and ages of all
individuals eligible or selected for the program, and the ages of all
individuals in the same job classification or organizational unit who are not
eligible or selected for the program. Eligible employees shall have 45 days to
consider the Company's severance offer and may revoke their agreement to
participate in the program within seven days of their execution of an agreement.

Departments              Job Title and Ages             Job Title and Ages of
Affected                 of Eligible Employees          Ineligible Employees
--------------------------------------------------------------------------------

Company Officers         President and Chief            Sr. Vice President and
                         Operating Officer (49)         Chief Fin. Officer (51)

                         Executive Vice President (49)  Chief Exec. Officer (49)

                                                        Vice President (38)




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