0001133884-02-000955 Sample Contracts

COVER-ALL SYSTEMS, INC.
Subsidiary Guaranty • August 23rd, 2002 • Cover All Technologies Inc • Services-prepackaged software

WHEREAS, the undersigned are parties to that certain Subsidiary Guaranty, dated as of June 28, 2001 (the "Subsidiary Guaranty"), in favor of RENAISSANCE US GROWTH & INCOME TRUST PLC and BFSUS SPECIAL OPPORTUNITIES TRUST PLC (collectively, the "Holders") pursuant to the 8.00% Convertible Debentures dated as of June 28, 2001 (as amended, supplemented or otherwise modified from time to time, the "Debentures"), from COVER-ALL TECHNOLOGIES INC., a Delaware corporation (the "Borrower") in favor of Holders; and

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FIRST AMENDMENT TO 8.00% CONVERTIBLE DEBENTURES
Convertible Debentures • August 23rd, 2002 • Cover All Technologies Inc • Services-prepackaged software
SECOND AMENDMENT TO THE CONVERTIBLE LOAN AGREEMENTS AND FIRST AMENDMENT TO INTERCREDITOR AGREEMENT
Convertible Loan Agreements and Intercreditor Agreement • August 23rd, 2002 • Cover All Technologies Inc • Services-prepackaged software
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