<PAGE>

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THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED ("ACT"), OR APPLICABLE STATE SECURITIES LAWS ("STATE ACTS"), AND SHALL
NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED, UNLESS
SUCH TRANSFER IS MADE IN COMPLIANCE WITH THE ACT AND THE STATE ACTS.
--------------------------------------------------------------------------------

                           COVER-ALL TECHNOLOGIES INC.


                           8.00% CONVERTIBLE DEBENTURE


$_______________________                                                  NO. __


                         DATE OF ISSUE: AUGUST 21, 2002

        COVER-ALL TECHNOLOGIES INC., a Delaware corporation (the "Company" or
"Borrower"), for value received, promises to pay to:

                   -----------------------------------------

               --------------------------------------------------

                   -----------------------------------------

or to its order, (together with any assignee, jointly or severally, the "Holder"
or "Lender") on or before September 1, 2009 (the "Due Date") (unless this
Debenture shall have been sooner called for redemption or presented for
conversion as herein provided), the sum of _________________
____________________________ ($________) (the "Principal Amount") and to pay
interest on the unpaid Principal Amount at the rate of 8.00% per annum. All
payments of both principal and interest shall be made at the address of the
Holder hereof as it appears in the books and records of the Borrower, or at such
other place as may be designated by the Holder hereof. This Debenture is one of
the 8.00% Convertible Debentures of the Company in the aggregate principal
amount of Two Million One Hundred Thousand Dollars ($2,100,000) issued under,
and pursuant to, the terms and provisions of the Convertible Loan Agreement,
dated as of June 28, 2001, by and among Cover-All Technologies Inc. as Borrower
and Renaissance US Growth & Income Trust PLC and BFSUS Special Opportunities
Trust PLC as Lender and Renaissance Capital Group, Inc. as Agent for the Lender
(together with any amendments thereto, the "Loan Agreement").

        1.      INTEREST. Interest on the Principal Amount outstanding from time
to time shall be payable in monthly installments commencing October 1, 2002, and
subsequent payments shall be made on the first day of each month thereafter
until the Principal Amount and all accrued and unpaid interest shall have been
paid in full. Overdue principal and interest on the Debenture shall bear
interest at the rate of 18% per annum.

<PAGE>

        2.      MATURITY. If not sooner paid, redeemed or converted, this
Debenture shall mature on September 1, 2009 at which time the remaining unpaid
Principal Amount, and all accrued and unpaid interest and any other charges then
due under the Loan Agreement, shall be due and payable in full. This Debenture
shall be prepaid PRO RATA with any prepayments of Indebtedness. This Debenture
shall be senior in right of payment to all other Indebtedness of the Company.

        3.      MANDATORY PRINCIPAL INSTALLMENTS. If this Debenture is not
sooner redeemed or converted as provided hereunder, Borrower shall pay to
Holder, commencing on September 1, 2005 and continuing on the first day of each
successive month thereafter prior to maturity, mandatory principal redemption
installments, each of such installments to be in the amount of Ten Dollars ($10)
per Thousand Dollars ($1,000) of the then remaining Principal Amount, and
further, at maturity, Borrower shall pay to Holder a final installment of the
remaining unpaid Principal Amount, and all accrued and unpaid interest and any
other charges then due under the Loan Agreement.

        4.      OPTIONAL REDEMPTION BY HOLDER.

                (a)     If at any time after the date hereof (i) a "person" or
        "group" within the meaning of Sections 13(d) and 14(d)(2) of the
        Securities Exchange Act of 1934, as amended, acquires more than 35% of
        the Company's voting securities, (ii) John W. Roblin resigns as CEO of
        the Borrower, prior to the expiration of his current employment term
        pursuant to his then-current employment agreement, (iii) all or
        substantially all of the assets or capital stock of the Company or its
        Subsidiaries are sold, or (iv) the Company or its Subsidiaries are
        merged or consolidated with or into unaffiliated entities, in any case
        without the written consent of Holder, the Holder shall have the right
        to require this Debenture to be redeemed by the Company at the sum equal
        to the Principal Amount, together with an amount equal to an 18% annual
        yield from the date hereof on the Principal Amount (calculated after
        giving effect to any and all payments made by Borrower to Lender under
        the Debenture) through the date of redemption (the "Redemption Date").

                (b)     The Holder may exercise its right to require that the
        Company redeem this Debenture pursuant to Section 4(a) prior to maturity
        by giving written notice thereof to the Company, which notice shall
        specify the terms of redemption (including the place at which the Holder
        may obtain payment), the total redemption payment and the Redemption
        Date, which Redemption Date shall be within thirty (30) days of the date
        of such notice.

        5.      OPTIONAL REDEMPTION BY COMPANY.

                (a)     On any interest payment date, and after receipt of
        irrevocable notice from the Borrower as provided for below, this
        Debenture is redeemable, in whole but not in part, at 101% of the
        Principal Amount, together with accrued and unpaid interest through the
        Redemption Date, by the Company, if all of the following conditions are
        satisfied: (i) the average closing bid price for the Common Stock for
        the 20 consecutive trading days prior to the date of notice exceeds an
        amount equal to three times the Conversion Price then in


                                       2
<PAGE>

        effect, and the Common Stock is listed or quoted on the Nasdaq, the
        Nasdaq SmallCap System, American Stock Exchange or New York Stock
        Exchange; (ii) the average daily trading volume for the Common Stock for
        the 20 consecutive trading days prior to the date of the irrevocable
        notice shall be no less than 50,000 shares; (iii) the market price for
        the Common Stock at the time of notice reflects a price-to-earnings
        ratio of no greater than 25 times fully diluted earnings per share,
        excluding any extraordinary gains; and (iv) the shares of Common Stock
        issuable upon conversion of this Debenture shall have been fully
        registered under applicable U.S. securities laws. The Company's right of
        redemption is subject to the Holder's prior right of conversion of the
        Debenture.

                (b)     Upon the Holder's notification to the Company in writing
        of its intent to sell, assign or transfer the Debenture pursuant to
        Section 14 hereof, this Debenture is redeemable at the Borrower's
        option, in whole but not in part, at 101% of the Principal Amount,
        together with accrued and unpaid interest through the Redemption Date,
        by the Company for a period of up to 30 days after the date of notice.

                (c)     The Company may exercise its right to redeem this
        Debenture pursuant to Sections 5(a) and (b) prior to maturity by giving
        notice thereof to the Holder of this Debenture as such name appears on
        the books of the Borrower, which notice shall specify the terms of
        redemption (including the place at which the Holder may obtain payment),
        the total redemption payment and the Redemption Date.

        6.      CONVERSION RIGHT.

                (a)     The Holder of this Debenture shall have the right, at
        Holder's option, at any time, to convert all, or, in multiples of $100,
        any part of this Debenture into such number of fully paid and
        nonassessable shares of Common Stock as provided herein. The Holder of
        this Debenture may exercise the conversion right by giving written
        notice (the "Conversion Notice") to Borrower of the exercise of such
        right and stating the name or names in which the stock certificate or
        stock certificates for the shares of Common Stock are to be issued and
        the address to which such certificates shall be delivered. The
        Conversion Notice shall be accompanied by the Debenture. The number of
        shares of Common Stock that shall be issuable upon conversion of the
        Debenture shall equal the outstanding Principal Amount of the Debenture
        divided by the Conversion Price (as defined below) and in effect on the
        date the Conversion Notice is given; provided, however, that in the
        event that this Debenture shall be converted in part or shall have been
        partially redeemed, shares of Common Stock shall be issued pro rata,
        rounded to the nearest whole share. Conversion shall be deemed to have
        been effected on the date the Conversion Notice is received (the
        "Conversion Date"). In the case of any Debenture called for redemption,
        the conversion rights will expire at the close of business on the
        Redemption Date. Within 20 business days after receipt of the Conversion
        Notice, Borrower shall issue and deliver by hand against a signed
        receipt therefor or by United States registered mail, return receipt
        requested, to the address designated in the Conversion Notice, a stock
        certificate or stock certificates of Borrower representing the number of
        shares of Common Stock to which Holder is entitled and a check or cash

                                       3
<PAGE>

        in payment of all interest accrued and unpaid on the Debenture up to and
        including the Conversion Date. The conversion rights will be governed by
        the following provisions:

                (b)     CONVERSION PRICE. On the issue date hereof and until
        such time as an adjustment shall occur, the Conversion Price shall be
        $0.30 per share; provided, however, that the Conversion Price shall be
        subject to adjustment at the times and in accordance with the provisions
        set forth below.

                        (i)     ADJUSTMENT FOR ISSUANCE OF SHARES AT LESS THAN
                THE CONVERSION PRICE. If and whenever any Additional Common
                Stock (as defined below) shall be issued by Borrower (the "Stock
                Issue Date") for a consideration per share less than the
                Conversion Price, then in each such case the initial Conversion
                Price shall be reduced to a new Conversion Price in an amount
                equal to the price per share for the Additional Common Stock
                then issued, if issued in connection with a sale of shares, or
                the value of the Additional Common Stock then issued, as
                determined in accordance with generally accepted accounting
                principles, if issued other than for cash, and the number of
                shares issuable to Holder upon conversion shall be
                proportionately increased; and, in the case of Additional Common
                Stock issued without consideration, the initial Conversion Price
                shall be reduced in amount and the number of shares issued upon
                conversion shall be increased in an amount so as to maintain for
                the Holder the right to convert the Debenture into shares equal
                in amount to the same percentage interest in the Common Stock of
                the Company as existed for the Holder immediately preceding the
                Stock Issue Date.

                        (ii)    SALE OF SHARES. In case of the issuance of
                Additional Common Stock for a consideration part or all of which
                shall be cash, the amount of the cash consideration therefor
                shall be deemed to be the gross amount of the cash paid to
                Borrower for such shares, before deducting any underwriting
                compensation or discount in the sale, underwriting or purchase
                thereof by underwriters or dealers or others performing similar
                services or for any expenses incurred in connection therewith.
                In case of the issuance of any shares of Additional Common Stock
                for a consideration part or all of which shall be other than
                cash, the amount of the consideration therefor, other than cash,
                shall be deemed to be the then fair market value of the property
                received.

                        (iii)   STOCK SPLITS, SUBDIVISIONS OR COMBINATIONS. In
                the event of a stock split or subdivision of shares of Common
                Stock into a greater number of shares, the Conversion Price
                shall be proportionately decreased and the number of shares of
                Common Stock which shall be issued upon such conversion shall be
                proportionally increased, and in the event of a combination of
                shares of Common Stock into a smaller number of shares, the
                Conversion Price shall be proportionately increased and the
                number of shares of Common Stock which shall be issued upon such
                conversion shall be proportionally decreased, such increase or
                decrease, as the case may be, becoming effective at the record
                date.

                                       4
<PAGE>

                        (iv)    STOCK DIVIDENDS. Shares of Common Stock issued
                as a dividend or other distribution on any class of capital
                stock of Borrower shall be deemed to have been issued without
                consideration.

                        (v)     EXCEPTIONS. The term "Additional Common Stock"
                herein shall mean all shares of Common Stock or securities
                convertible or exercisable into shares of Common Stock hereafter
                issued by Borrower (including Common Stock held in the treasury
                of Borrower), except (A) Common Stock issued upon the conversion
                of any of the Debentures; (B) Common Stock issuable upon
                exercise of presently outstanding warrants or employee or
                director stock options; or (C) Common Stock issuable upon
                exercise of stock options to be granted in the future to
                employees or directors pursuant to its existing stock option
                plans.

                (c)     ADJUSTMENT FOR MERGERS AND CONSOLIDATIONS. In the event
        of any consolidation or merger of the Company with or into, or the sale
        of all or substantially all of the properties and assets of the Company,
        to any person, and in connection therewith, consideration is payable to
        holders of Common Stock in cash, securities or other property, then as a
        condition of such consolidation, merger or sale, lawful provision shall
        be made, and duly executed documents evidencing the same shall be
        delivered to the Holder, so that the Holder shall have the right at any
        time prior to the maturity of this Debenture to purchase, at a total
        price equal to the Conversion Price immediately prior to such event, the
        kind and amount of cash, securities or other property receivable in
        connection with such consolidation, merger or sale, by a holder of the
        same number of shares of Common Stock as were convertible by the Holder
        immediately prior to such consolidation, merger or sale. In any such
        case, appropriate provisions shall be made with respect to the rights
        and interest of the Holder so that the provisions hereof shall
        thereafter be applicable with respect to any cash, securities or
        property deliverable upon exercise hereof. Notwithstanding the
        foregoing, (i) if the Company merges or consolidates with, or sells all
        or substantially all of its property and assets to, any other person,
        and consideration is payable to holders of Common Stock in exchange for
        their Common Stock in connection with such merger, consolidation or sale
        which consists solely of cash, or (ii) in the event of the dissolution,
        liquidation or winding up of the Company, then the Holder shall be
        entitled to receive distributions on the date of such event on the same
        basis with holders of Common Stock as if this Debenture had been
        converted immediately prior to such event, less the Conversion Price.
        Upon receipt of such payment, if any, the rights of the Holder shall
        terminate and cease and this Debenture shall expire. In case of any such
        merger, consolidation or sale of assets, the surviving or acquiring
        person and, in the event of any dissolution, liquidation or winding up
        of the Company, the Company shall promptly, after receipt of this
        surrendered Debenture, make payment by delivering a check in such amount
        as is appropriate (or, in the case of consideration other than cash,
        such other consideration as is appropriate) to such person as it may be
        directed in writing by the Holder surrendering this Debenture.

                                       5
<PAGE>

                (d)     DISTRIBUTIONS. In the event of distribution to all
        Common Stock holders of any securities, cash or properties or assets or
        other rights to purchase securities or assets, then, after such event,
        this debenture will also be convertible into the kind and amount of
        securities, cash and other property which the Holder would have been
        entitled to receive if the Holder owned the Common Stock issuable upon
        conversion of the Debenture immediately prior to the occurrence of such
        event.

                (e)     CAPITAL REORGANIZATION AND RECLASSIFICATION. In case of
        any capital reorganization or reclassification of the Common Stock of
        Borrower (other than a change in par value or as a result of a stock
        dividend, subdivision, split up or combination of shares), this
        Debenture shall be convertible into the kind and number of shares of
        stock or other securities or property of Borrower to which the Holder of
        the Debenture would have been entitled to receive if the Holder owned
        the Common Stock issuable upon conversion of the Debenture immediately
        prior to the occurrence of such event. The provisions of the immediately
        foregoing sentence shall similarly apply to successive reorganizations,
        reclassifications, consolidations, exchanges, leases, transfers or other
        dispositions or other share exchanges.

                (f)     NOTICE. In the event Borrower shall propose to take any
        action which shall result in an adjustment in the Conversion Price,
        Borrower shall give notice to the Holder of this Debenture, which notice
        shall specify the record date, if any, with respect to such action and
        the date on which such action is to take place. Such notice shall be
        given on or before the earlier of 10 days before the record date or the
        date which such action shall be taken. Such notice shall also set forth
        all facts (to the extent known) material to the effect of such action on
        the Conversion Price and the number, kind or class of shares or other
        securities or property which shall be deliverable or purchasable upon
        the occurrence of such action or deliverable upon conversion of this
        Debenture.

                (g)     CERTIFICATE. Following completion of an event which
        results in an adjustment to the Conversion Price, Borrower shall furnish
        to the Holder of this Debenture a statement, signed by the Chief
        Financial Officer and the Secretary of the Borrower, of the facts
        creating such adjustment and specifying the resultant adjusted
        Conversion Price then in effect, which statement shall constitute an
        amendment to this Debenture.

                (h)     AUTHORIZATION OF ADJUSTMENT. In the event of an
        adjustment to the Conversion Price due to a sale of securities by the
        Borrower below the Conversion Price which would result in the holders of
        all debentures evidencing the Loan having the right to acquire more than
        20% of the then outstanding shares of Common Stock, on a fully-diluted
        basis, the Borrower agrees to hold a vote of the shareholders within 150
        days to authorize such an adjustment; provided such approval is required
        by Nasdaq. In the event the shareholders reject the authorization, the
        Holder shall have the right to cause the Company to redeem the Debenture
        in accordance with the provisions of Section 4.

        7.      [Intentionally Omitted.]

                                       6
<PAGE>

        8.      RESERVATION OF SHARES. Borrower warrants and agrees that it
shall at all times reserve and keep available, free from preemptive rights,
sufficient authorized and unissued shares of Common Stock or treasury shares of
Common Stock necessary to effect conversion of this Debenture.

        9.      TAXES. The Company shall pay any documentary or other
transactional taxes attributable to the issuance or delivery of this Debenture
or the shares of Common Stock issued upon conversion by the Holder (excluding
any federal, state or local income taxes and any franchise taxes or taxes
imposed upon the Holder by the jurisdiction, or any political subdivision
thereof, under which such Holder is organized or is qualified to do business).

        10.     DEFAULT.

                (a)     EVENT OF DEFAULT. An "Event of Default" shall exist if
        an "Event of Default" (as defined in the Loan Agreement) shall occur and
        be continuing.

                (b)     REMEDIES UPON EVENT OF DEFAULT. If an Event of Default
        shall have occurred and be continuing, then the Holder may exercise any
        one or more of the rights and remedies provided in the Loan Documents,
        as the Holder, in its sole discretion, may deem necessary or
        appropriate.

                (c)     REMEDIES NONEXCLUSIVE. Each right, power or remedy of
        the Holder hereof upon the occurrence of any Event of Default as
        provided for in this Debenture or now or hereafter existing at law or in
        equity or by statute shall be cumulative and concurrent and shall be in
        addition to every other right, power or remedy provided for in this
        Debenture or now or hereafter existing at law or in equity or by
        statute, and the exercise or beginning of the exercise by the Holder or
        transferee hereof of any one or more of such rights, powers or remedies
        shall not preclude the simultaneous or later exercise by the Holder of
        any or all such other rights, powers or remedies.

                (d)     EXPENSES. Upon the occurrence of a Default or an Event
        of Default, which occurrence is not cured within the notice provisions,
        if any provided therefore, Borrower agrees to pay and shall pay all
        reasonable costs and expenses (including attorneys' fees and expenses)
        incurred by the Holder in connection with the preservation and
        enforcement of Holder's rights under the Loan Agreement, the Debenture,
        or any other Loan Document.

        11.     FAILURE TO ACT AND WAIVER. No failure or delay by the Holder
hereof to require the performance of any term or terms of this Debenture or not
to exercise any right or any remedy shall constitute a waiver of any such term
or of any right or of any default, nor shall such delay or failure preclude the
Holder hereof from exercising any such right, power or remedy at any later time
or times. By accepting payment after the due date of any amount payable under
this Debenture, the Holder hereof shall not be deemed to waive the right either
to require payment when due of all other amounts payable, or to later declare a
default for failure to effect such payment of any such other amount. The failure
of the Holder of this Debenture to give notice of any failure or breach of the
Borrower under this Debenture shall not constitute a waiver of any

                                       7
<PAGE>

right or remedy in respect of such continuing failure or breach or any
subsequent failure or breach.

        12.     CONSENT TO JURISDICTION. The Company hereby agrees and consents
that any action, suit or proceeding arising out of this Debenture may be brought
in any state or federal court in the State of Texas, including the United States
District Court for the Northern District of Texas, or in any other court having
jurisdiction over the subject matter, all at the sole election of the Holder
hereof, and by the issuance and execution of this Debenture, the Borrower
irrevocably consents to the jurisdiction of each such court. The Company hereby
irrevocably appoints CT Corporation System, Dallas, Texas, as agent for the
Borrower to accept service of process for and on behalf of the Borrower in any
action, suit or proceeding arising out of this Debenture. Except for default in
payment of interest or principal when and as they become due, and except as
otherwise specifically set forth herein or otherwise agreed to in writing by the
parties, any action, dispute, claim or controversy (all such herein called
"Dispute") between or among the parties as to the facts or the interpretation of
the Debenture shall be resolved by arbitration as set forth in the Loan
Agreement.

        13.     HOLDER'S RIGHT TO REQUEST MULTIPLE DEBENTURES. The Holder shall,
upon written request and presentation of the Debenture, have the right, at any
interest payment date, to request division of this Debenture into two or more
instruments, each of such to be in such amounts as shall be requested; provided
however, that no Debenture shall be issued in denominations of face amount less
than $100.

        14.     TRANSFER. Subject to Section 12.07 of the Loan Agreement, this
Debenture may be transferred on the books of the Borrower by the registered
Holder hereof, or by Holder's attorney duly authorized in writing, in multiples
of $100 only upon (i) delivery to the Borrower of a duly executed assignment of
the Debenture, or part thereof, to the proposed new Holder, as well as an
executed investor representation letter signed by the proposed transferee and
such other transfer documents and instruments as the Company may reasonably
request, along with a current notation of the amount of payments received and
net Principal Amount yet unfunded, and presentment of such Debenture to the
Borrower for issue of a replacement Debenture, or Debentures, in the name of the
new Holder, (ii) the designation by the new Holder of the Lender's agent for
notice, such agent to be the sole party to whom Borrower shall be required to
provide notice when notice to Holder is required hereunder and who shall be the
sole party authorized to represent Lender in regard to modification or waivers
under the Debenture, the Loan Agreement, or other Loan Documents; and any
action, consent or waiver (other than a compromise of principal and interest)
when given or taken by Lender's agent for notice, shall be deemed to be the
action of the holders of a majority in amount of the Principal Amount of the
Debenture, as such holders are recorded on the books of the Borrower, and (iii)
in compliance with the legend to read as follows:

        "This Debenture has not been registered under the Securities Act
        of 1933, as amended ("Act"), or applicable state securities laws
        ("State Acts"), and shall not be offered, sold, pledged,
        hypothecated, or otherwise transferred, unless such transfer is
        made in compliance with the Act and the State Acts."

                                       8
<PAGE>

        Holder shall notify the Company in writing of its intent to sell, assign
or transfer the Debenture prior to any such sale, assignment or transfer.

        The Company shall be entitled to treat any holder of record of the
Debenture as the Holder in fact thereof and of the Debenture and shall not be
bound to recognize any equitable or other claim to or interest in this Debenture
in the name of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by applicable law.

        15.     NOTICES. All notices and communications under this Debenture
shall be in writing and shall be either delivered in person or by overnight
service, such as FedEx, and accompanied by a signed receipt therefor; or mailed
first-class United States certified mail, return receipt requested, postage
prepaid, and addressed as follows: (i) if to the Borrower at its address for
notice as stated in the Loan Agreement; and (ii) if to the Holder of this
Debenture, to the address (a) of such Holder as it appears on the books of the
Borrower or (b) in the case of a partial assignment to one or more Holders, to
the Lender's agent for notice, as the case may be. Any notice of communication
shall be deemed given and received as of the date of such delivery if delivered;
or if mailed, then three days after the date of mailing.

        16.     MAXIMUM INTEREST RATE.

                (a)     Regardless of any provision contained in this Debenture,
        Lender shall never be entitled to receive, collect or apply as interest
        on the Debenture any amount in excess of interest calculated at the
        Maximum Rate (as defined below), and, in the event that Lender ever
        receives, collects or applies as interest any such excess, the amount
        which would be excessive interest shall be deemed to be a partial
        prepayment of principal and treated hereunder as such; and, if the
        principal amount of the Debenture is paid in full, any remaining excess
        shall forthwith be paid to Borrower. In determining whether or not the
        interest paid or payable under any specific contingency exceeds interest
        calculated at the Maximum Rate, Borrower and Lender shall, to the
        maximum extent permitted under applicable law, (i) characterize any non
        principal payment as an expense, fee or premium rather than as interest,
        (ii) exclude voluntary prepayments and the effects thereof, and (iii)
        amortize, pro rate, allocate and spread, in equal parts, the total
        amount of interest throughout the entire contemplated term of the
        Debenture; provided that, if the Debenture is paid and performed in full
        prior to the end of the full contemplated term thereof, and if the
        interest received for the actual period of existence thereof exceeds
        interest calculated at the Maximum Rate, Lender shall refund to Borrower
        the amount of such excess or credit the amount of such excess against
        the principal amount of the Debenture and, in such event, Lender shall
        not be subject to any penalties provided by any laws for contracting
        for, charging, taking, reserving or receiving interest in excess of
        interest calculated at the Maximum Rate.

                (b)     "Maximum Rate" shall mean, on any day, the highest
        nonusurious rate of interest (if any) permitted by applicable law on
        such day that, at any time or from time to time, may be contracted for,
        taken, reserved, charged or received on the Indebtedness evidenced by
        the Debenture under the laws which are presently in effect of the United
        States of America or by the laws of any other jurisdiction which are or
        may be applicable

                                       9
<PAGE>

        to the Holders of the Debenture and such Indebtedness or, to the extent
        permitted by law, under such applicable laws of the United States of
        America or by the laws of any other jurisdiction which are or may be
        applicable to the Holder of the Debenture and which may hereafter be in
        effect and which allow a higher maximum nonusurious interest rate than
        applicable laws now allow.

        17.     LOAN AGREEMENT, GUARANTY AND SECURITY AND PLEDGE AGREEMENTS.
This Debenture is issued pursuant to the Loan Agreement dated June 28, 2001
among the Company and the other parties thereto, and the Holder is entitled to
all the rights and benefits thereunder. Both Borrower and the Holder have
participated in the negotiation and preparation of the Convertible Loan
Agreement and of this Debenture. Borrower agrees that a copy of the Loan
Agreement with all amendments, additions and substitutions therefor shall be
available to the Holder at the offices of Borrower. The indebtedness evidenced
by this Debenture is secured pursuant to the Security and Pledge Agreements
dated June 28, 2001 among the Company, its subsidiaries and the Holder, and the
Holder is entitled to all rights and benefits of a secured party thereunder. The
payment and performance of this Debenture is guaranteed by the Company's
subsidiaries pursuant to their Guaranty dated as of June 28, 2001 and the
Acknowledgment, Agreement and Reaffirmation of Guarantors dated as of even date
herewith.

        18.     DEFINED TERMS. Capitalized terms used but not defined herein
shall have the meaning given them in the Loan Agreement.

        19.     GOVERNING LAW. This Debenture shall be governed by and construed
and enforced in accordance with the substantive laws of the State of Texas,
without regard to the conflicts of laws provisions thereof, and the applicable
laws of the United States. Venue and jurisdiction shall lie in the federal or
state courts of Dallas County, Texas.

                            [SIGNATURE PAGE FOLLOWS.]


                                       10
<PAGE>


        IN WITNESS WHEREOF, the Company has caused this Debenture to be duly
issued, executed and delivered on the date and year above stated.



                                       COVER-ALL TECHNOLOGIES INC.


                                       By:
                                            ------------------------------------
                                            John W. Roblin, Chairman and CEO









                                       11