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                                                                EXHIBIT 10(c)(5)


                           COVER-ALL TECHNOLOGIES INC.
                        1995 EMPLOYEE STOCK OPTION PLAN,
                          AS AMENDED ON APRIL 29, 1997

                                  INTRODUCTION

            Cover-All Technologies Inc., a Delaware corporation (formerly Warner
Insurance Services, Inc., hereinafter referred to as the "Corporation"),  hereby
establishes  an  incentive  compensation  plan  to be  known  as the  "Cover-All
Technologies Inc. 1995 Employee Stock Option Plan"  (hereinafter  referred to as
the  "Plan"),  as set  forth in this  document.  The Plan  permits  the grant of
Non-Qualified Stock Options and Incentive Stock Options.

            The Plan shall become effective on March 22, 1995. However, it shall
be rendered null and void and have no effect,  and all Options granted hereunder
shall  be  canceled,  if the  Plan is not  approved  by a  majority  vote of the
Corporation's  stockholders within twelve (12) months of such date. The Plan was
approved by a majority vote of the Corporation's stockholders on June 15, 1995.

            The  purpose of the Plan is to promote  the  success and enhance the
value of the  Corporation by linking the personal  interests of  Participants to
those of the Corporation's  stockholders,  customers and employees, by providing
Participants with an incentive for outstanding performance.  The Plan is further
intended to provide  flexibility to the  Corporation in its ability to motivate,
and retain the  services  of,  participants  upon whose  judgment,  interest and
special effort the successful conduct of its operations is largely dependent.
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                                   DEFINITIONS

            For purposes of this Plan,  the following  terms shall be defined as
follows unless the context clearly indicates otherwise:

            (a)     "CODE" shall mean the Internal Revenue Code of 1986, as
amended, and the rules and regulations thereunder.

            (b)     "COMMITTEE" shall mean the full Board of Directors of the
Corporation.

            (c)     "COMMON STOCK" shall mean the common stock, par value $0.01
per share, of the Corporation.

            (d)     "CORPORATION" shall mean Cover-All Technologies Inc., a
Delaware corporation.

            (e)     "DISABILITY" shall have the same meaning as the term
permanent and total disability under Section 22(e)(3) of the Code.

            (f)     "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder.

            (g)     "FAIR MARKET VALUE" of the Corporation's Common Stock on a
Trading Day shall mean the last reported sale price for Common Stock or, in case
no such reported sale takes place on such Trading Day, the average of the
closing bid and asked prices for the Common Stock for such Trading Day, in
either case on the principal national securities exchange on which the Common
Stock is listed or admitted to trading, or if the Common Stock is not listed or
admitted to trading on any national securities exchange, but is traded in the
over-the-counter market, the closing sale price of the Common Stock or, if no
sale is publicly reported, the average of the closing bid and asked quotations
for the Common Stock, as reported by the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") or any comparable system or, if
the Common Stock is not listed on NASDAQ or a comparable system, the closing
sale price of the Common Stock or, if no sale is publicly reported, the average
of the closing bid and asked prices, as furnished by two members of the National
Association of Securities Dealers, Inc. who make a market in the Common Stock
selected from time to time by the Corporation for that purpose. In addition, for
purposes of this definition, a "Trading Day" shall mean, if the Common Stock is
listed on any national securities exchange, a business day during which such
exchange was open for trading and at least one trade of Common Stock was
effected on such exchange on such business day, or, if the Common Stock is not
listed on any national securities exchange but is traded in the over-the-counter
market, a business day during which the over-the-counter market was open for
trading and at least one "eligible dealer" quoted both a bid and asked price for
the Common Stock. An "eligible dealer" for any day shall include any
broker-dealer who quoted both a bid and asked price for such day, but shall not
include any broker-dealer who quoted only a bid or only an asked price for such
day. In the event the Corporation's Common Stock is not publicly traded, the
Fair Market Value of such Common Stock shall be determined by the Committee in
good faith.


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            (h)     "GOOD CAUSE" shall mean (i) a Participant's willful or gross
misconduct or willful or gross negligence in the performance of his duties for
the Corporation or for any Parent or Subsidiary after prior written notice of
such misconduct or negligence and the continuance thereof for a period of 30
days after receipt by such Participant of such notice, (ii) a Participant's
intentional or habitual neglect of his duties for the Corporation or for any
Parent or Subsidiary after prior written notice of such neglect, or (iii) a
Participant's theft or misappropriation of funds of the Corporation or of any
Parent or Subsidiary or commission of a felony.

            (i)     "INCENTIVE STOCK OPTION" shall mean a stock option
satisfying the requirements for tax-favored treatment under Section 422 of the
Code.

            (j)     "NON-QUALIFIED OPTION" shall mean a stock option which does
not satisfy the requirements for tax-favored treatment under Section 422 of the
Code.

            (k)     "OPTION" shall mean an Incentive Stock Option or a
Non-Qualified Stock Option granted pursuant to the provisions of Section V
hereof.

            (l)     "OPTIONEE" shall mean a Participant who is granted an Option
under the terms of this Plan.

            (m)     "PARENT" shall mean a parent corporation of the Corporation
within the meaning of Section 424(e) of the Code.

            (n)     "PARTICIPANT" shall mean any employee or other individual
(including a Director Participant) participating under the Plan.

            (o)     "PLAN AWARD" shall mean an Option granted pursuant to the
terms of this Plan.

            (p)     "SECTION  16" shall mean Section 16 of the Exchange Act and
the rules and regulations promulgated thereunder.

            (q)     "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended, and the rules and regulations thereunder.

            (r)     "SUBSIDIARY" shall mean a subsidiary corporation of the
Corporation within the meaning of Section 424(f) of the Code.

                                    SECTION I
                                 ADMINISTRATION

            The Plan shall be administered by the Committee. Subject to the
provisions of the Plan, the Committee may establish from time to time such
regulations, provisions, proceedings and conditions of awards which, in its
opinion, may be advisable in the administration of the Plan. A majority of the
Committee shall constitute a quorum, and, subject to the provisions of Section
IV of the Plan, the acts of a majority of the members present at any meeting at
which a quorum is present, or acts approved in writing by a majority of the
Committee, shall be the acts of the Committee. This Plan is intended to be a
bifurcated plan.


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                                   SECTION II
                                SHARES AVAILABLE

            Subject to the adjustments provided in Section X of the Plan, the
aggregate number of shares of the Common Stock which may be granted for all
purposes under the Plan shall be five million (5,000,000) shares. Shares of
Common Stock underlying awards of Options shall be counted against the
limitation set forth in the immediately preceding sentence and may be reused
(e.g., in the event that an Option to any individual expires, is terminated
unexercised, or is forfeited as to any shares covered thereby). Incentive and
Non-Qualified Stock Options under the Plan may be fulfilled in accordance with
the terms of the Plan with either authorized and unissued shares of the Common
Stock, issued shares of such Common Stock held in the Corporation's treasury or
shares of Common Stock acquired on the open market.

                                   SECTION III
                                   ELIGIBILITY

            Eligible participants in the Plan shall include present and future
(i) common law employees who are regularly employed on a salaried basis, (ii)
non-employee directors, and (iii) consultants of the Corporation, or of any
Parent or Subsidiary.

                                   SECTION IV
                             AUTHORITY OF COMMITTEE

            The Plan shall be administered by, or under the direction of, the
Committee, which shall administer the Plan so as to comply at all times with the
Exchange Act, to the extent such compliance is required, and, subject to the
Code, shall otherwise have plenary authority to interpret the Plan and to make
all determinations specified in or permitted by the Plan or deemed necessary or
desirable for its administration or for the conduct of the Committee's business.
Subject to the provisions of Section X hereof, all interpretations and
determinations of the Committee may be made on an individual or group basis and
shall be final, conclusive, and binding on all interested parties. Subject to
the express provisions of the Plan, the Committee shall have authority, in its
discretion, to determine the persons to whom Plan Awards shall be granted, the
times when such Plan Awards shall be granted, the number of Plan Awards, the
purchase price or exercise price of each Plan Award, the period(s) during which
such Plan Award shall be exercisable (whether in whole or in part), the
restrictions to be applicable to Plan Awards and the other terms and provisions
thereof (which need not be identical). In addition, the authority of the
Committee (which may be exercised in its sole discretion) shall include without
limitation the following:

            (a)     FINANCING. The arrangement of temporary financing for an
Optionee by registered broker-dealers, under the rules and regulations of the
Federal Reserve Board, for the purpose of assisting the Optionee in the exercise
of an Option, such authority to include the payment by the Corporation of the
commissions of the broker-dealer;

            (b)     PROCEDURES FOR EXERCISE OF OPTION. The establishment of
procedures for an Optionee (i) to exercise an Option by payment of cash or any
other property acceptable to the Committee, (ii) to have withheld from the total
number of shares of Common Stock to be


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acquired upon the exercise of an Option that number of shares having a Fair
Market Value, which, together with such cash as shall be paid in respect of
fractional shares, shall equal the option exercise price of the total number of
shares to be acquired, (iii) to exercise all or a portion of an Option by
delivering that number of shares of Common Stock already owned by him having a
Fair Market Value which shall equal the Option exercise price for the portion
exercised and, in cases where a Option is not exercised in its entirety, to
permit the Optionee to deliver the shares of Common Stock thus acquired by him
in payment of shares of Common Stock to be received pursuant to the exercise of
additional portions of such Option, the effect of which shall be that an
Optionee can in sequence utilize such newly acquired shares of Common Stock in
payment of the exercise price of the entire option, together with such cash as
shall be paid in respect of fractional shares and (iv) to engage in any form of
"cashless" exercise.

            (c)     WITHHOLDING. The establishment of a procedure whereby a
number of shares of Common Stock or other securities may be withheld from the
total number of shares of Common Stock or other securities to be issued upon
exercise of an Option or for the tender of shares of Common Stock owned by the
Participant to meet the obligation of withholding for taxes incurred by the
Optionee upon such exercise.

            (d)     TYPES OF PLAN AWARDS. The Committee may grant awards in the
form of one or more of Incentive Stock Options and Non-Qualified Stock Options.

                                    SECTION V
                                  STOCK OPTIONS

            The Committee shall have the authority, in its discretion, to grant
Incentive Stock Options or to grant Non-Qualified Stock Options or to grant both
types of Options. No Option shall be granted for a term of more than ten (10)
years. Notwithstanding anything contained herein to the contrary, an Incentive
Stock Option may be granted only to common law employees of the Corporation or
of any Parent or Subsidiary now existing or hereafter formed or acquired, and
not to any director or officer who is not also such a common law employee. The
terms and conditions of the Options shall be determined from time to time by the
Committee; provided, however, that the Options granted under the Plan shall be
subject to the following:

            (a)     EXERCISE PRICE. The Committee shall establish the exercise
price at the time any Option is granted at such amount as the Committee shall
determine; provided, however, that the exercise price for each share of Common
Stock purchasable under any Incentive Stock Option granted hereunder shall be
such amount as the Committee shall, in its best judgment, determine to be not
less than one hundred percent (100%) of the Fair Market Value per share of
Common Stock at the date the Option is granted; and provided, further, that in
the case of an Incentive Stock Option granted to a person who, at the time such
Incentive Stock Option is granted, owns shares of stock of the Corporation or of
any Parent or Subsidiary which possess more than ten percent (10%) of the total
combined voting power of all classes of shares of stock of the Corporation or of
any Parent or Subsidiary, the exercise price for each share of Common Stock
shall be such amount as the Committee, in its best judgment, shall determine to
be not less than one hundred ten percent (110%) of the Fair Market Value per
share of Common Stock at the date the Option is granted. The exercise price will
be subject to adjustment in accordance with the provisions of Section VI of the
Plan.


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            (b)     PAYMENT OF EXERCISE PRICE. The price per share of Common
Stock with respect to each Option shall be payable at the time the Option is
exercised. Such price shall be payable in cash or, upon the discretion of the
Committee, pursuant to any of the methods set forth in Sections IV(a) or (b)
hereof. Shares of Common Stock delivered to the Corporation in payment of the
exercise price shall be valued at the Fair Market Value of the Common Stock on
the date preceding the date of the exercise of the Option.

            (c)     EXERCISABILITY OF OPTIONS. Each Option shall be exercisable
in whole or in installments, and at such time(s), and subject to the fulfillment
of any conditions on exercisability as may be determined by the Committee at the
time of the grant of such Options. The right to purchase shares of Common Stock
shall be cumulative so that when the right to purchase any shares of Common
Stock has accrued such shares of Common Stock or any part thereof may be
purchased at any time thereafter until the expiration or termination of the
Option.

            (d)     EXPIRATION OF OPTIONS. No Option by its terms shall be
exercisable after the expiration of ten (10) years from the date of grant of the
Option; provided, however, in the case of an Incentive Stock Option granted to a
person who, at the time such Option is granted, owns shares of stock of the
Corporation or of any Parent or Subsidiary possessing more than ten percent
(10%) of the total combined voting power of all classes of shares of stock of
the Corporation or of any Parent or Subsidiary, such Option shall not be
exercisable after the expiration of five (5) years from the date such Option is
granted.

            (e)     EXERCISE UPON DEATH OF OPTIONEE. Subject to the provisions
of Section V(h) hereof, in the event of the death of the Optionee prior to his
termination of employment with the Corporation or with any Parent or Subsidiary,
or within three (3) months of the date of such termination (other than for Good
Cause), his estate (or other beneficiary, if so designated in writing by the
Participant) shall have the right, within one (1) year after the date of death
(but in no case after the expiration date of the Option(s)), to exercise his
Option(s) with respect to all or any part of the shares of Common Stock as to
which the deceased Optionee had not exercised his Option at the time of his
death, but only to the extent such Option or Options were exercisable on the
date of his death (or, if provided in an Option Agreement with respect to a
particular Optionee, at the date of exercise determined as if the Optionee died
on such date).

            (f)     EXERCISE UPON DISABILITY OF OPTIONEE. Subject to the
provisions of Section and V(h) hereof, if the employment by the Corporation or
by any Parent or Subsidiary of an Optionee is terminated because of Disability,
he shall have the right, within one (1) year after the date of such termination
(but in no case after the expiration of the Option), to exercise his Option(s)
with respect to all or any part of the shares of Common Stock as to which he had
not exercised his Option at the time of such termination, but only to the extent
such Option or Options were exercisable on the date of his termination of
employment.

            (g)     EXERCISE UPON OPTIONEE'S TERMINATION OF EMPLOYMENT. With
respect to Incentive Stock Options, if the employment of an Optionee by the
Corporation or by any Parent or Subsidiary is terminated for any reason
(including, but not limited to, Good Cause) other than those specified in
Sections V(e) and (f) above, then the Optionee shall, at the time of such
termination of employment, forfeit his rights to exercise all of such Option(s).
With respect to any Non-Qualified Stock Options, if the Optionee's employment or
other relationship with the


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<PAGE>

Corporation or any Parent or Subsidiary is terminated for any reason other than
for death or disability (as governed by Sections V(e) and (f) above), then,
except as otherwise expressly provided in an agreement covering an option
granted to an Optionee, the Optionee's right to exercise such Option shall also
terminate on the date on which such Optionee's employment or other relationship
terminated. In each case an option shall only be exercisable to the extent it
was exercisable on the date of termination. In all cases, however, if the
termination of the Optionee's employment or other relationship with the
Corporation or any Parent or Subsidiary is determined by the Committee to have
been for Good Cause, then the Option and all rights thereunder shall terminate
on the date of termination of employment or such other relationship.

            (h)     MAXIMUM AMOUNT OF INCENTIVE STOCK OPTIONS. Each Plan Award
under which Incentive Stock Options are granted shall provide that to the extent
the aggregate of the (i) Fair Market Value of the shares of Common Stock
(determined as of the time of the grant of the Option) subject to such Incentive
Stock Option and (ii) the fair market values (determined as of the date(s) of
grant of the options) of all other shares of Common Stock subject to incentive
stock options granted to an Optionee by the Corporation or any Parent or
Subsidiary, which are exercisable for the first time by any individual during
any calendar year, exceed(s) one hundred thousand dollars ($100,000), such
excess shares of Common Stock shall not be deemed to be purchased pursuant to
Incentive Stock Options. The terms of the immediately preceding sentence shall
be applied by taking options into account in the order in which they are
granted.

                                   SECTION VI
                              ADJUSTMENT OF SHARES

            In the event there is any change in the Common Stock of the
Corporation by reason of any reorganization, recapitalization, stock split,
stock dividend or otherwise, there shall be substituted for or added to each
share of Common Stock theretofore appropriated or thereafter subject, or which
may become subject, to any Option the number and kind of shares of stock or
other securities into which each outstanding share of Common Stock shall be so
changed or for which each such share shall be exchanged, or to which each such
share be entitled, as the case may be, and the per share price thereof also
shall be appropriately adjusted. Notwithstanding the foregoing, (i) each such
adjustment with respect to an Incentive Stock Option shall comply with the rules
of Section 424(a) of the Code and (ii) in no event shall any adjustment be made
which would render any Incentive Stock Option granted hereunder to be other than
an incentive stock option for purposes of Section 422 of the Code.

                                   SECTION VII
                            MISCELLANEOUS PROVISIONS

            (a)     ADMINISTRATIVE PROCEDURES. The Committee may establish any
procedures determined by it to be appropriate in discharging its
responsibilities under the Plan. Subject to the provisions of Section X hereof,
all actions and decisions of the Committee shall be final.

            (b)     ASSIGNMENT OR TRANSFER. No grant or award of any Incentive
Stock Option or any other "derivative security" (as defined by Rule 16a-l(c)
promulgated under the Exchange Act) made under the Plan or any rights or
interests therein shall be assignable or transferable by a Participant except by
will or the laws of descent and distribution or pursuant to a qualified


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domestic relations order. During the lifetime of a Participant Options granted
hereunder shall be exercisable only by the Participant.

            (c)     INVESTMENT REPRESENTATION. In the case of Plan Awards paid
in shares of Common Stock or other securities, the Committee may require, as a
condition of receiving such securities, that the Participant furnish to the
Corporation such written representations and information as the Committee deems
appropriate to permit the Corporation, in light of the existence or nonexistence
of an effective registration statement under the Securities Act to deliver such
securities in compliance with the provisions of the Securities Act.

            (d)     WITHHOLDING TAXES. The Corporation shall have the right to
deduct from all cash payments hereunder any federal, state, local or foreign
taxes required by law to be withheld with respect to such payments. In the case
of the issuance or distribution of Common Stock or other securities hereunder,
the Corporation, as a condition of such issuance or distribution, may require
the payment (through withholding from the Participant's salary, reduction of the
number of shares of Common Stock or other securities to be issued, or otherwise)
of any such taxes. Subject to the Rules promulgated under Section 16 of the
Exchange Act (to the extent applicable), and to the consent of the Committee,
the Participant, may satisfy the withholding obligations by paying to the
Corporation a cash amount equal to the amount required to be withheld or by
tendering to the Corporation a number of shares of Common Stock having a value
equivalent to such cash amount, or by use of any available procedure as
described under Section IV(c) hereof.

            (e)     COSTS AND EXPENSES. The costs and expenses of administering
the Plan shall be borne by the Corporation and shall not be charged against any
award nor to any employee receiving a Plan Award.

            (f)     FUNDING OF PLAN. The Plan shall be unfunded. The Corporation
shall not be required to segregate any of its assets to assure the payment of
any Plan Award under the Plan. Neither the Participants nor any other persons
shall have any interest in any fund or in any specific asset or assets of the
Corporation or any other entity by reason of any Plan Award, except to the
extent expressly provided hereunder. The interests of each Participant and
former Participant hereunder is unsecured and shall be subject to the general
creditors of the Corporation.

            (g)     OTHER INCENTIVE PLANS. The adoption of the Plan does not
preclude the adoption by appropriate means of any other incentive plan for
employees.

            (h)     PLURALS AND GENDER. Where appearing in the Plan, masculine
gender shall include the feminine and neuter genders, and the singular shall
include the plural, and vice versa, unless the context clearly indicates a
different meaning.

            (i)     HEADINGS. The headings and sub-headings in this Plan are
inserted for the convenience of reference only and are to be ignored in any
construction of the provisions hereof.

            (j)     SEVERABILITY. In case any provision of this Plan shall be
held illegal or void, such illegality or invalidity shall not affect the
remaining provisions of this Plan, but shall


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be fully severable, and the Plan shall be construed and enforced as if said
illegal or invalid provisions had never been inserted herein.

            (k)     PAYMENTS DUE MISSING PERSONS. The Corporation shall make a
reasonable effort to locate all persons entitled to benefits under the Plan;
however, notwithstanding any provisions of this Plan to the contrary, if, after
a period of one (1) year from the date such benefit shall be due, any such
persons entitled to benefits have not been located, their rights under the Plan
shall stand suspended. Before this provision becomes operative, the Corporation
shall send a certified letter to all such persons at their last known address
advising them that their rights under the Plan shall be suspended. Subject to
all applicable state laws, any such suspended amounts shall be held by the
Corporation for a period of one (1) additional year and thereafter such amounts
shall be forfeited and thereafter remain the property of the Corporation.

            (l)     LIABILITY AND INDEMNIFICATION. (i) Neither the Corporation
nor any Parent or Subsidiary shall be responsible in any way for any action or
omission of the Committee, or any other fiduciaries in the performance of their
duties and obligations as set forth in this Plan. Furthermore, neither the
Corporation nor any Parent or Subsidiary shall be responsible for any act or
omission of any of their agents, or with respect to reliance upon advice of
their counsel provided that the Corporation and/or the appropriate Parent or
Subsidiary relied in good faith upon the action of such agent or the advice of
such counsel.

            (ii)    Except for their own gross negligence or willful misconduct
      regarding the performance of the dates specifically assigned to them under
      or their willful breach of the terms of, this Plan, the Corporation, each
      Parent and Subsidiary and the Committee shall be held harmless by the
      Participants, former Participants, beneficiaries and their representatives
      against liability or losses occurring by reason of any act or omission.
      Neither the Corporation, any Parent or Subsidiary, the Committee, nor any
      agents, employees, officers, directors or shareholders of any of them, nor
      any other person shall have any liability or responsibility with respect
      to this Plan, except as expressly provided herein.

            (m)     INCAPACITY. If the Committee shall receive evidence
satisfactory to it that a person entitled to receive payment of any Plan Award
is, at the time when such benefit becomes payable, a minor, or is physically or
mentally incompetent to receive such Plan Award and to give a valid release
thereof, and that another person or an institution is then maintaining or has
custody of such person and that no guardian, committee or other representative
of the estate of such person shall have been duly appointed, the Committee may
make payment of such Plan Award otherwise payable to such person to such other
person or institution, including a custodian under a Uniform Gifts to Minors
Act, or corresponding legislation (who shall be an adult, a guardian of the
minor or a trust company), and the release of such other person or institution
shall be a valid and complete discharge for the payment of such Plan Award.

            (n)     COOPERATION OF PARTIES. All parties to this Plan and any
person claiming any interest hereunder agree to perform any and all acts and
execute any and all documents and papers which are necessary or desirable for
carrying out this Plan or any of its provisions.


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<PAGE>

            (o)     GOVERNING LAW. All questions pertaining to the validity,
construction and administration of the Plan shall be determined in accordance
with the laws of the State of New York.

            (p)     NONGUARANTEE OF EMPLOYMENT OR OTHER RELATIONSHIPS. Nothing
contained in this Plan shall be construed as a contract of employment between
the Corporation (or any Parent or Subsidiary), and any employee or Participant,
as a right of any employee or Participant to be continued in the employment of
or other relationship with the Corporation (or any Parent or Subsidiary), or as
a limitation on the right of the Corporation or any Parent or Subsidiary to
discharge any of its employees, consultants or directors with or without cause.

            (q)     NOTICES. Each notice relating to this Plan shall be in
writing and delivered in person or by certified mail to the proper address. All
notices to the Corporation or the Committee shall be addressed to it at 18-01
Pollitt Drive, Fair Lawn, New Jersey 07410, Attn: Secretary. All notices to
Participants, former Participants, beneficiaries or other persons acting for or
on behalf of such persons shall be addressed to such person at the last address
for such person maintained in the Committee's records.

            (r)     WRITTEN AGREEMENTS. Each Plan Award shall be evidenced by a
signed written agreement between the Corporation and the Participant containing
the terms and conditions of the award.

                                  SECTION VIII
                        AMENDMENT OR TERMINATION OF PLAN

            The Board of Directors of the Corporation shall have the right to
amend, suspend or terminate the Plan at any time, provided that no amendment
shall be made which shall increase the total number of shares of the Common
Stock of the Corporation which may be issued and sold pursuant to Options reduce
the minimum exercise price in the case of an Incentive Stock Option, or modify
the provisions of the Plan relating to eligibility with respect to Incentive
Stock Options unless such amendment is made by or with the approval of the
stockholders (such approval being granted within 12 months of the effective date
of such amendment). The Board of Directors of the Corporation shall be
authorized to amend the Plan and the Options granted thereunder (i) to maintain
qualification as "incentive stock options" within the meaning of Section 422 of
the Code, if applicable or (ii) to comply with Rule 16b-3 (or any successor
rule) promulgated under the Exchange Act. Except as otherwise provided herein,
no amendment, suspension or termination of the Plan shall alter or impair any
Plan Awards previously granted under the Plan, without the consent of the holder
thereof.

                                   SECTION IX
                                  TERM OF PLAN

            The Plan shall remain in effect until March 21, 2005, unless sooner
terminated by such Board of Directors. No Plan Awards may be granted under the
Plan subsequent to the termination of the Plan.


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                                    SECTION X
                                CLAIMS PROCEDURES

            (a)     DENIAL. If any Participant, former Participant or
beneficiary is denied any vested benefit to which he is, or reasonably believes
he is, entitled under this Plan, either in total or in an amount less than the
full vested benefit to which he would normally be entitled, the Committee shall
advise such person in writing the specific reasons for the denial. The Committee
shall also furnish such person at the time with a written notice containing (i)
a specific reference to pertinent Plan provisions, (ii) a description of any
additional material or information necessary for such person to perfect his
claim, if possible, and an explanation of why such material or information is
needed and (iii) an explanation of the Plan's claim review procedure.

            (b)     WRITTEN REQUEST FOR REVIEW. Within 60 days of receipt of the
information stated in subsection (a) above, such person shall, if he desires
further review, file a written request for reconsideration with the Committee.

            (c)     REVIEW OF DOCUMENT. So long as such person's request for
review is pending (including the 60 day period in subsection (b) above), such
person or his duly authorized representative may review pertinent Plan documents
and may submit issues and comments in writing to the Committee.

            (d)     COMMITTEE'S FINAL AND BINDING DECISION. A final and binding
decision shall be made by the Committee within 60 days of the filing by such
person of this request for reconsideration; PROVIDED, HOWEVER, that if the
Committee, in its discretion, feels that a hearing with such person or his
representative is necessary or desirable, this period shall be extended for an
additional 60 days.

            (e)     TRANSMITTAL OF DECISION. The Committee's decision shall be
conveyed to such person in writing and shall include specific reasons for the
decision, written in a manner calculated to be understood by such person, the
specific references to the pertinent Plan provisions on which the decision is
based.

            (f)     LIMITATION ON CLAIMS. Notwithstanding any provisions of this
Plan to the contrary, no Participant (nor the estate or other beneficiary of a
Participant) shall be entitled to assert a claim against the Corporation (or
against any Parent or Subsidiary) more than three years after the date the
Participant (or his estate or other beneficiary) initially is entitled to
receive benefits hereunder.


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<PAGE>

                           COVER-ALL TECHNOLOGIES INC.

                        1995 EMPLOYEE STOCK OPTION PLAN,

                                   AS AMENDED

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

                         EFFECTIVE AS OF MARCH 22, 1995


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