<PAGE>

                                 LIMITED WAIVER
                                       TO
                           CONVERTIBLE LOAN AGREEMENTS


        This Limited Waiver to Convertible Loan Agreements ("LIMITED WAIVER") is
made, as of this 31st day of December, 2005, by and between 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"), 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 Additional Lenders 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 (as amended, the "RENAISSANCE LOAN AGREEMENT"), pursuant to which
        the Renaissance Lenders purchased from the Company 8% Convertible
        Debentures due 2008 for an aggregate principal amount of $1,400,000 and
        8% Convertible Debentures due 2009 for an aggregate principal amount of
        $700,000 (collectively, 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 (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% Convertible Debentures due 2008 for an aggregate
        principal amount of $400,000 (the "ADDITIONAL DEBENTURES" and, together
        with the Renaissance Debentures, the "DEBENTURES"); and

<PAGE>

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

                WHEREAS, for the fiscal year ending December 31, 2005, the
        Company is not in compliance with the financial covenants set forth in
        Section 7.01 of each of the Loan Agreements; and

                WHEREAS, the Company has requested that the Lenders, pursuant to
        Sections 12.02 and 11.04 of the Loan Agreements, waive, solely for the
        fiscal year ending December 31, 2005, the Company's failure to comply
        with the financial covenants set forth in Section 7.01 of each of the
        Loan Agreements;

                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 year
ending December 31, 2005, the Company's non-compliance with the financial
covenants contained in Section 7.01 of each of the Loan Agreements; and

                2.      The Holders do hereby acknowledge and agree that the
Company's non-compliance with the financial covenants contained in Section 7.01
of each of the Loan Agreements is not, and shall not be, deemed a Default or an
Event of Default under the Loan Agreements.


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<PAGE>

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


                                HOLDERS:


                                RENAISSANCE US GROWTH INVESTMENT TRUST PLC


                                By: /s/ Russell Cleveland
                                    --------------------------------------------
                                    Russell Cleveland, President,
                                    RENN Capital Group, Inc., Investment Manager
                                (holding approximately 50% of the outstanding
                                principal amount of the Renaissance Debentures
                                and approximately 42% of the outstanding
                                principal amount of the Debentures)


                                BFSUS SPECIAL OPPORTUNITIES TRUST PLC


                                By: /s/ Russell Cleveland
                                    --------------------------------------------
                                    Russell Cleveland, President,
                                    RENN Capital Group, Inc., Investment Manager
                                (holding approximately 50% of the outstanding
                                principal amount of the Renaissance Debentures
                                and approximately 42% of the outstanding
                                principal amount of the Debentures)


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