<PAGE>

                                 FIRST AMENDMENT
                                       TO
                      8.00% CONVERTIBLE DEBENTURES DUE 2009
                                       AND
                                SECOND AMENDMENT
                                       TO
                      8.00% CONVERTIBLE DEBENTURES DUE 2008


        This First Amendment to 8.00% Convertible Debentures Due 2009 and Second
Amendment to 8.00% Convertible Debentures Due 2009 (together, the "AMENDMENTS")
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"), 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"), Renaissance Capital Group, Inc., a Texas
corporation, as agent for the Renaissance Lenders (the "RENAISSANCE AGENT"),
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 (the "ADDITIONAL LENDERS AGENT").

                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
        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, the Additional Lenders and the Additional
        Lenders Agent are parties to that certain Convertible Loan Agreement,
        dated as of June 28, 2001 (as amended, the "ADDITIONAL LENDERS
        AGREEMENT", and together with the Renaissance Agreement, the
        "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 LENDERS DEBENTURES" and,
        together with the Renaissance Debentures, the "DEBENTURES");

<PAGE>

                WHEREAS, the Lenders are parties to that certain Intercreditor
        Agreement, dated as of June 28, 2001 (as amended, the "INTERCREDITOR
        AGREEMENT"), pursuant to which the Lenders set forth their relative
        rights as creditors of the Company;

                WHEREAS, pursuant to the Intercreditor Agreement, no Debenture
        holder may modify or amend the Debentures without the prior written
        consent of the holders of 66-2/3% of the outstanding principal amount of
        the Debentures;

                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, the parties desire to amend the Debentures, pursuant to
        Section 11.04 and Section 12.02 of the Agreements, as hereinafter set
        forth, and the action by the Holders as hereinafter set forth shall be
        deemed to amend each of the Debentures,

        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.      AMENDMENTS.

                (a)     Section 6(a) of each of the Debentures shall be, and
        hereby is, amended as follows:

                        (i)     in the first sentence of Section 6(a), to change
                the reference to "multiples of $100,000" in such Section to
                "multiples of $100"; and

                        (ii)    in the proviso in the fourth sentence of Section
                6(a), to add the phrase "shall be converted in part or" after
                the phrase "that in the event that this Debenture";

                (b)     Section 13 of each of the Debentures shall be, and
        hereby is, amended to change the reference to "face amount less than
        $100,000" in such Section to "face amount less than $100"; and

                (c)     Section 14 of each of the Debentures shall be, and
        hereby is, amended to change the reference to "multiples of $100,000" in
        such Section to "multiples of $100".

        2.      REAFFIRMATION. Except as specifically provided for herein, the
Debentures shall not be otherwise affected by this Amendment and shall continue
to be in full force and effect in accordance with their respective terms;
provided, however, that if the Company or any Lender so requests, the Lender
shall return its respective Debenture for cancellation and the Company shall
re-issue to such Lender a new debenture instrument incorporating the amendments
made pursuant hereto.

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


                                      - 2 -
<PAGE>

                  [Remainder of page intentionally left blank.]

















                                      - 3 -
<PAGE>

        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)