Conventional solid or surface modeling systems cannot represent both the complete solid model and the abstract model in a unified framework. Recently, non-manifold modeling systems are proposed to solve this problem. This paper describes FlexDesigner, an open kernel system for modeling non-manifold models. It summarizes the data structure for non-manifold models, system design methodology, system modularization, and the typical characteristics of each module in the system. A data structure based on partial-topological elements is adopted to represent the relationship among topological elements. It is efficient in the usage of memory and has topological completeness compared with other published data structures. It can handle many non-manifold situations such as isolate vertices, dangling edges, dangling faces, a mixed dimensional model, and a cellular model. FlexDesigner is modularized hierarchically and designed by the object-oriented methodology for reusability. FlexDesigner is developed using the C++ and OpenGL on both SGI workstation and IBM PC.