<PAGE>
                                 LIMITED WAIVER
                                       TO
                           CONVERTIBLE LOAN AGREEMENTS


         This Limited Waiver to Convertible Loan Agreements ("LIMITED WAIVER")

is made, as of this 30th day of September, 2001, by and between Renaissance US

Growth & Income Trust PLC, a public limited company registered in England and

Wales ("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"), who are the

holders of not less than a majority of the outstanding principal amount of the

Renaissance Debentures (as defined below) and not less than a majority of the

outstanding principal amount of the June Debentures (as defined below) (the

"HOLDERS").
                  WHEREAS, Cover-All Technologies Inc., a Delaware corporation
         (the "COMPANY"), the Renaissance Lenders and Renaissance Capital Group,
         Inc., a Texas corporation, as agent for the Renaissance Lenders, are
         parties to that certain Convertible Loan Agreement, dated as of June
         28, 2001 (the "RENAISSANCE AGREEMENT"), pursuant to which the
         Renaissance Lenders purchased 8% Convertible Debentures from the
         Company for an aggregate principal amount of $1,400,000 (the
         "RENAISSANCE DEBENTURES"); and

                  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 (the "ADDITIONAL
         LENDERS Agreement"), pursuant to which the Additional Lenders purchased
         8% Convertible Debentures from the Company for an aggregate principal
         amount of $400,000 (the "ADDITIONAL LENDERS DEBENTURES" and, together
         with the Renaissance Debentures, the "JUNE DEBENTURES"); and

                  WHEREAS, terms not otherwise defined herein shall have the
         meanings as set forth in the Renaissance Agreement; and

                  WHEREAS, the Company is not in compliance with the financial
         covenant set forth in Section 7.01 for the fiscal quarter ending
         September 30, 2001 and the covenants set forth in Section 5.01 of the
         Renaissance Agreement, and the financial covenant set forth in Section
         7.01 for the fiscal quarter ending

<PAGE>

         September 30, 2001 and the covenants set forth in Section 5.01 of the
         Additional Lenders Agreement; and

                  WHEREAS, the Company has requested that the Lenders, pursuant
         to Sections 12.02 and 11.04 of the Renaissance Agreement and Sections
         12.02 and 11.04 of the Additional Lenders Agreement, waive, solely for
         the fiscal quarter ending September 30, 2001, the Company's failure to
         comply with the financial covenant set forth in Section 7.01 for the
         fiscal quarter ending September 30, 2001 and the covenants set forth in
         Section 5.01 of the Renaissance Agreement, and the financial covenant
         set forth in Section 7.01 for the fiscal quarter ending September 30,
         2001 and the covenants set forth in Section 5.01 of the of the
         Additional Lenders Agreement;

                  NOW, THEREFORE, in consideration of the premises and the
         mutual agreements set forth herein, the undersigned hereby agree as
         follows:

                        1.   The Holders do hereby waive, solely for the fiscal
                  quarter ending September 30, 2001, the Company's
                  non-compliance with the covenants contained in Sections 7.01
                  and 5.01 of the Renaissance Agreement and Sections 7.01 and
                  5.01 of the Additional Lenders Agreement and any other
                  covenant, term or provision contained in the Renaissance
                  Agreement or the Additional Lenders Agreement arising out of
                  or relating to the Company's non-compliance with the covenants
                  contained in Sections 7.01 and 5.01 thereof; and

                        2.   The Holders do hereby acknowledge and agree that
                  the Company's non-compliance with the covenants contained in
                  Sections 7.01 and 5.01 of the Renaissance Agreement and
                  Sections 7.01 and 5.01 of the Additional Lenders Agreement and
                  any other covenant, term or provision contained in the
                  Renaissance Agreement or the Additional Lenders Agreement
                  arising out of or relating to the Company's non-compliance
                  with the covenants contained in Sections 7.01 and 5.01 thereof
                  is not, and shall not be, deemed a Default or an Event of
                  Default under the Renaissance Agreement and the Additional
                  Lenders Agreement; and

                        3.   This Limited Waiver may be executed in any number
                  of several counterparts. The provisions contained in Section
                  11.04 and Article XII of the Renaissance Agreement and Section
                  11.04 and Article XII of the Additional Lenders Agreement
                  shall apply with like effect to this Limited Waiver, as if
                  fully set forth at length herein.

                  [Remainder of page intentionally left blank.]

                                      -2-

<PAGE>

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


                             HOLDERS:


                             RENAISSANCE US GROWTH & TRUST PLC

                             By:  RENAISSANCE CAPITAL GROUP, INC., its agent


                             By:
                                 ----------------------------------------------
                                 Name:
                                 Title:
                             (holding 50% of the outstanding principal amount
                             of the Renaissance Debentures and approximately
                             38.89% of the outstanding principal amount of the
                             June Debentures)


                             BFSUS SPECIAL OPPORTUNITIES TRUST PLC

                             By:  RENAISSANCE CAPITAL GROUP, INC., its agent


                             By:
                                 ----------------------------------------------
                                 Name:
                                 Title:
                             (holding 50% of the outstanding principal amount
                             of the Renaissance Debentures and approximately
                             38.89% of the outstanding principal amount of the
                             June Debentures)










                                      -3-