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 September, 2004, 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 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 September 30, 2004, the
     Company is not in compliance with the financial covenants set forth in
     Section 7.01(a) of 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 September 30, 2004, the Company's failure to comply
     with the financial covenants set forth in Section 7.01(a) of 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 September 30, 2004, the Company's non-compliance with the financial
covenants contained in Section 7.01(a) of each of the Loan Agreements; and

               2.   The Holders do hereby acknowledge and agree that the
Company's non-compliance with the financial covenants contained in Section
7.01(a) of 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
                                    Director

                              (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
                                    Director

                              (holding approximately 50% of the outstanding
                              principal amount of the Renaissance Debentures and
                              approximately 42% of the outstanding principal
                              amount of the Debentures)


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