LIMITED WAIVER TO CONVERTIBLE LOAN AGREEMENTS

                                 LIMITED WAIVER
                                       TO
                           CONVERTIBLE LOAN AGREEMENTS


         This Limited Waiver to Convertible Loan Agreements ("LIMITED WAIVER")
is made, as of this 30th day of June, 2006, by and between Renaissance US Growth
Investment Trust PLC, a public limited company registered in England and Wales
formerly known as Renaissance US Growth & Income Trust PLC ("RENAISSANCE PLC"),
and BFSUS Special Opportunities Trust PLC, a public limited company registered
in England and Wales ("BFSUS") (Renaissance PLC and BFSUS are collectively
referred to as the "RENAISSANCE LENDERS"), who are the holders of not less than
a majority of the outstanding principal amount of the Renaissance Debentures (as
defined below) and not less than a majority of the outstanding principal amount
of the Additional Lenders Debentures (as defined below) (the "Holders").

                  WHEREAS, Cover-All Technologies Inc., a Delaware corporation
         (the "COMPANY"), the Renaissance Lenders and XXXX Capital Group, Inc.,
         formerly known as Renaissance Capital Group, Inc., a Texas corporation,
         as agent for the Renaissance Lenders, are parties to that certain
         Convertible Loan Agreement, dated as of June 28, 2001 (as amended, the
         "RENAISSANCE LOAN AGREEMENT"), pursuant to which the Renaissance
         Lenders purchased from the Company 8% Convertible Debentures due 2008
         for an aggregate principal amount of $1,400,000 and 8% Convertible
         Debentures due 2009 for an aggregate principal amount of $700,000
         (collectively, the "RENAISSANCE DEBENTURES"); and

                  WHEREAS, the Company and Xxxx Xxxxxx, Xxxxxx Xxxxxxxx and
         Xxxxxx Xxxxxxxxx (collectively, the "ADDITIONAL LENDERS" and, together
         with the Renaissance Lenders, the "Lenders"), and Xxxxxx Xxxxxxxxx, as
         agent for the Additional Lenders, are parties to that certain
         Convertible Loan Agreement, dated as of June 28, 2001 (as amended, the
         "ADDITIONAL LOAN AGREEMENT" and, together with the Renaissance Loan
         Agreement, the "LOAN AGREEMENTS"), pursuant to which the Additional
         Lenders purchased from the Company 8% Convertible Debentures due 2008
         for an aggregate principal amount of $400,000 (the "ADDITIONAL
         DEBENTURES" and, together with the Renaissance Debentures, the
         "DEBENTURES"); and



                  WHEREAS, terms not otherwise defined herein shall have the
         meanings as set forth in the Renaissance Agreement; and

                  WHEREAS, for the fiscal quarter ending June 30, 2006, the
         Company is not in compliance with the financial covenants set forth in
         each of the Loan Agreements; and

                  WHEREAS, the Company has requested that the Lenders, pursuant
         to Sections 12.02 and 11.04 of the Loan Agreements, waive, solely for
         the fiscal quarter ending June 30, 2006, the Company's failure to
         comply with the financial covenants set forth in each of the Loan
         Agreements;

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements set forth herein, the undersigned hereby agree as follows:

                  1. The Holders do hereby waive, solely for the fiscal quarter
ending June 30, 2006, the Company's non-compliance with the financial covenants
contained in each of the Loan Agreements; and

                  2. The Holders do hereby acknowledge and agree that the
Company's non-compliance with the financial covenants in each of the Loan
Agreements is not, and shall not be, deemed a Default or an Event of Default
under the Loan Agreements.



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                  IN WITNESS WHEREOF, this Limited Waiver is entered into as of
the date set forth above.


                              HOLDERS:


                              RENAISSANCE US GROWTH INVESTMENT TRUST PLC


                              By:   /s/ Xxxxxxx Xxxxxxxxx
                                 -----------------------------------------------
                                    Xxxxxxx Xxxxxxxxx, President,
                                    XXXX Capital Group, Inc., Investment Manager
                              (holding approximately 50%
                              of the outstanding
                              principal amount of the
                              Renaissance Debentures and
                              approximately 42% of the
                              outstanding principal
                              amount of the Debentures)


                              BFSUS SPECIAL OPPORTUNITIES TRUST PLC


                              By:   /s/ Xxxxxxx Xxxxxxxxx
                                 -----------------------------------------------
                                    Xxxxxxx Xxxxxxxxx, President,
                                    XXXX Capital Group, Inc., Investment Manager
                              (holding approximately 50%
                              of the outstanding
                              principal amount of the
                              Renaissance Debentures and
                              approximately 42% of the
                              outstanding principal
                              amount of the Debentures)