<PAGE>

                                 THIRD AMENDMENT
                                       TO
                         THE CONVERTIBLE LOAN AGREEMENTS


        This Third Amendment to the Convertible Loan Agreements (this
"AMENDMENT"), is made as of this 29th day of June, 2004, by and among Cover-All
Technologies Inc., a Delaware corporation (the "COMPANY"), 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"), and Renaissance Capital Group, Inc.,
a Texas corporation, as agent for the Lenders (the "RENAISSANCE AGENT"). All
capitalized terms used, but not defined, herein shall have the meanings given to
them in the Loan Agreements (as defined below).

                WHEREAS, the Company, the Renaissance Lenders and the
        Renaissance Agent 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 8.00% Convertible Debentures due 2008 for an aggregate
        principal amount of $1,400,000 and 8.00% Convertible Debentures due 2009
        for an aggregate principal amount of $700,000 (collectively, the
        "RENAISSANCE DEBENTURES");

                WHEREAS, the Company and John Roblin, Arnold Schumsky and Stuart
        Sternberg (collectively, the "ADDITIONAL LENDERS" and, together with the
        Renaissance Lenders, the "LENDERS"), and Stuart Sternberg, 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 8.00% Convertible Debentures due 2008 for an aggregate
        principal amount of $400,000 (the "ADDITIONAL DEBENTURES" and, together
        with the Renaissance Debentures, the "DEBENTURES");

                WHEREAS, the Lenders are parties to an Intercreditor Agreement,
        dated as of June 28, 2001 (the "INTERCREDITOR AGREEMENT"), and, pursuant
        to Section 3 of the Intercreditor Agreement, the prior written consent
        of the holders of 66-2/3% of the outstanding principal amount of the
        Debentures is required to modify or amend the Debentures or any related
        loan documents;

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                WHEREAS, the undersigned Lenders (the "HOLDERS") are the holders
        of not less than 66-2/3% of the outstanding principal amount of the
        Debentures; and

                WHEREAS, pursuant to Section 11.04 and Section 12.02 of the Loan
        Agreements, the Company and the Lenders desire to amend the Loan
        Agreements as hereinafter set forth, and the action by the Holders as
        hereinafter set forth shall be deemed to amend each of the Loan
        Agreements,

        NOW, THEREFORE, in consideration of the promises and the mutual
agreements set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned hereby
agree as follows:

        1.      AMENDMENT. Section 12.07(c) of each of the Loan Agreements shall
be, and hereby is, amended to change the reference to "multiples of $100,000" in
such Section to "multiples of $100."

        2.      SEVERABILITY. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

        3.      REAFFIRMATION. Except as specifically provided for herein, the
Loan Agreements shall not be otherwise affected by this Amendment and shall
continue to be in full force and effect in accordance with their respective
terms.

        8.      COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each executed counterpart constituting an original, but all
together, only one agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]


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

                                      THE COMPANY:

                                      COVER-ALL TECHNOLOGIES INC.


                                      By:
                                          -------------------------------------
                                          Name:  John Roblin
                                          Title: Chairman of the Board of
                                          Directors, President and Chief
                                          Executive Officer


                                      LENDERS:

                                      RENAISSANCE US GROWTH INVESTMENT TRUST PLC

                                      By:  RENAISSANCE CAPITAL GROUP, INC.,
                                               its Agent


                                      By:
                                          -------------------------------------
                                          Name:  Russell Cleveland
                                          Title: Director

                                      (holding 42% of the outstanding principal
                                      amount of the Debentures)


                                      BFSUS SPECIAL OPPORTUNITIES TRUST PLC

                                      By:  RENAISSANCE CAPITAL GROUP, INC.,
                                               its Agent


                                      By:
                                          -------------------------------------
                                          Name:  Russell Cleveland
                                          Title: Director

                                      (holding 42% of the outstanding principal
                                      amount of the Debentures)


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