0001133884-01-500403 Sample Contracts

PLEDGE AGREEMENT
Pledge Agreement • July 11th, 2001 • Cover All Technologies Inc • Services-prepackaged software • Texas
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June 28, 2001
Lock-Up Agreement • July 11th, 2001 • Cover All Technologies Inc • Services-prepackaged software

The undersigned executive officer, of Cover-All Technologies Inc., a Delaware corporation (the "Company"), owns 0(zero) of common stock, $.01 per share ("Common Stock"), of the Company and understands that you propose to enter into a Convertible Loan Agreement, dated as of June 28, 2001 (the "Loan Agreement"), with the Company providing for a convertible loan to the Company in the aggregate principal amount of $1,400,000 (the "Loan"). In consideration for your execution of the Loan Agreement, your providing the Loan and for other good and valuable consideration, the receipt of which are hereby acknowledged, the undersigned agrees with you that for a period beginning on the date of the Loan Agreement and continuing to and including the date twelve (12) months after the date of the Loan Agreement (the "Lock-Up Period"), the undersigned will not, directly or indirectly, offer, sell, contract to sell, transfer, assign or otherwise dispose of any shares of Common Stock beneficially owned or

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RECITALS
Security Agreement • July 11th, 2001 • Cover All Technologies Inc • Services-prepackaged software • Texas
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EXHIBIT 10(R)(6) SUBSIDIARY GUARANTY
Subsidiary Guaranty • July 11th, 2001 • Cover All Technologies Inc • Services-prepackaged software • New York
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AGREEMENT
Debenture Purchase Agreement • July 11th, 2001 • Cover All Technologies Inc • Services-prepackaged software • Tennessee
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SUBSIDIARY SECURITY AGREEMENT (with Schedule I)
Subsidiary Security Agreement • July 11th, 2001 • Cover All Technologies Inc • Services-prepackaged software
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BY AND AMONG
Convertible Loan Agreement • July 11th, 2001 • Cover All Technologies Inc • Services-prepackaged software • New York
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EXHIBIT 10(Q)(1) CONVERTIBLE LOAN AGREEMENT DATED JUNE 28, 2001
Convertible Loan Agreement • July 11th, 2001 • Cover All Technologies Inc • Services-prepackaged software • Texas
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