PLEDGE AGREEMENT


            PLEDGE  AGREEMENT  dated as of March 31,  1998,  by and between CARE
CORPORATION LIMITED, a company incorporated in the British Virgin Islands having
principal  offices at Abbott  Building,  P.O. Box 3186, Main Street,  Road Town,
Tortola, British Virgin Islands ("Pledgor"),  and COVER-ALL TECHNOLOGIES INC., a
Delaware corporation having principal offices at 18-01 Pollitt Drive, Fair Lawn,
New Jersey 07410 ("Secured Party").

                             W I T N E S S E T H:

            WHEREAS,  on March 31,  1996,  pursuant to the terms of an Exclusive
Software  License  Agreement,  as amended,  by and  between  Pledgor and Secured
Party,  Pledgor  granted to Secured  Party,  among other  things,  an  exclusive
license to use Pledgor's  software in certain  licensed  territories  (the "CARE
Software");

            WHEREAS,  Pledgor,   concurrently  herewith,  is  repurchasing  from
Secured  Party,  among  other  things,  all of its rights in the CARE  Software,
pursuant to the terms and conditions of that certain  Repurchase  Agreement (the
"Repurchase  Agreement") of even date herewith between Pledgor and Secured Party
(the "Repurchase");

            WHEREAS,  a portion  of the  purchase  price  payable  by Pledgor to
Secured  Party  for the  CARE  Software  in the  Repurchase  is  evidenced  by a
promissory note of Pledgor in the principal  amount of $4.5 million of even date
herewith  between  Pledgor and Secured  Party (the  "Note"),  a copy of which is
annexed hereto as Exhibit A; and

            WHEREAS,  Secured  Party  requires,  and  Pledgor is  willing,  as a
condition to the consummation of the transactions contemplated by the Repurchase
Agreement,  to pledge to Secured Party the Pledged  Shares (as defined below) as
security for the payment and performance by Pledgor of all of the obligations of
Pledgor under the Note (the "Secured  Obligations")  by executing and delivering
this Agreement.

            NOW,  THEREFORE,   in  consideration  of  the  mutual  premises  and
covenants herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged,  the parties hereto,  intending to
be legally bound hereby, agree as follows:

1.    DEFINITIONS

            "Agreement"  shall  mean  this  Pledge   Agreement,   including  all
amendments,  modifications and supplements and any exhibits and schedules to any
of the foregoing, and shall refer to this Agreement as the same may be in effect
at the time such reference becomes operative.

            "Event of Default"  shall have the meaning  assigned to such term in
the Note,  and shall include the occurrence or existence of any of the following
events or conditions (regardless

                                      


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of the reason therefor),  which event or condition is not cured or waived within
30 days after notice by Secured Party to Pledgor:  (a) the failure or neglect of
Pledgor to observe or perform any covenant,  agreement or obligation  under this
Agreement; or (b) if any representation or warranty made under this Agreement by
Pledgor  shall be  breached  or shall be untrue  or  incorrect  in any  material
respect as of the date when made or deemed made.

            "Market  Price" shall mean, as of any day, the closing sale price of
the shares of Common Stock (as defined herein) on such day on the New York Stock
Exchange or the American  Stock  Exchange (or if the Common Stock shall not then
be listed on either  such  exchange,  the  closing  sale price on the  principal
(determined  by the highest volume  averaged for a period of twenty  consecutive
business days prior to the day as to which "Market  Price" is being  determined)
national securities exchange (as defined in the Securities Exchange Act of 1934,
as  amended)  on which the Common  Stock may then be listed)  or, if there shall
have been no sales on such  exchange or exchanges on such day, the closing sales
price of the Common Stock on such day on the NASDAQ  National  Market System or,
if the Common Stock is not included in the NASDAQ  National  Market System,  the
closing  sales  price of the  Common  Stock on such day on the  NASDAQ  SmallCap
Market or, if the Common  Stock  shall not be so listed,  the average of the bid
and  asked  prices  at the  end of the  day in the  over-the-counter  market  as
reported  by NASDAQ  or, if the  Common  Stock is not  included  on  NASDAQ,  as
reported by the National Quotation Bureau, Inc. or any successor organization.

            "Person"   shall   mean   any   individual,   sole   proprietorship,
partnership,  joint venture, trust,  unincorporated  organization,  association,
corporation,  institution,  public  benefit  corporation,  entity or  government
(whether Federal,  state, county,  city,  municipal or otherwise,  including any
instrumentality, division, agency, body or department thereof).

            "Pledged Collateral" shall have the meaning assigned to such term in
Section 2 hereof.

            "Pledged  Shares"  shall mean,  initially,  1,687,500  shares of
Cover-All  Technologies  Inc.  common stock,  $.01 par value per share  ("Common
Stock") owned by Pledgor (subject to reduction as provided in Section 3 hereof),
and all  dividends,  cash,  instruments  and other  property  or  securities  or
proceeds  from time to time  received,  receivable or otherwise  distributed  or
distributable  in  respect  of or in  exchange  for any or all of  such  Pledged
Shares, whether issued by the issuer of the Pledged Shares or otherwise, whether
in connection with any tender offer,  exchange offer, merger,  recapitalization,
reorganization or otherwise.

            "Termination  Date" shall have the meaning  assigned to such term in
Section 11 hereof.

            "Uniform  Commercial Code" shall mean the Uniform Commercial Code of
the State of New York, as in effect from time to time.

                                      


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            Except as otherwise  specifically  provided in this  Agreement,  the
singular of any term shall  include the plural,  and vice versa,  the use of any
term shall be equally applicable to any gender, "or" shall not be exclusive, and
"including" shall not be limiting or exclusive, and any reference to a "Section"
shall refer to the relevant Section of this Agreement.

2.    PLEDGE AND GRANT OF SECURITY INTEREST.  Pledgor hereby pledges to Secured
Party,  and grants to Secured  Party a continuing  security  interest in, all of
Pledgor's right, title and interest in and to (and in all of Pledgor's rights to
acquire any and all right,  title and  interest  in and to) the Pledged  Shares,
whether now owned or hereafter  acquired in any manner,  or whether from time to
time received,  receivable or otherwise distributed in respect of or in exchange
for any or all of such Pledged Shares (collectively, the "Pledged Collateral").

3.  PARTIAL  RELEASE  OF  PLEDGED  SHARES.  Notwithstanding  Section  2  hereof,
concurrently  with the receipt by Secured Party of principal  payments under the
Note,  Secured  Party shall  release  the lien  created by this  Agreement  with
respect  to, and return to  Pledgor,  certificates  representing  such number of
Pledged  Shares  (the  "Released  Shares")  as is equal to the  difference  (the
"Difference") of (a) the total number of Pledged Shares held  immediately  prior
to the principal payment being made less (b) the product of (i) a fraction,  the
numerator of which shall be the total principal  balance  outstanding  under the
Note immediately following, and after giving effect to, the principal payment in
question and the denominator of which shall be the Market Price per share of the
Common Stock on the date upon which the principal payment is made, multiplied by
(ii) 1.5. All  Released  Shares  hereafter  shall no longer  constitute  Pledged
Shares or Pledged Collateral for purposes of this Agreement,  provided, however,
that if the  Difference  calculated  pursuant  to this  Section 3  results  in a
negative  number,  then  Pledgor  must  deliver  and pledge to Secured  Party an
additional  amount of Common  Stock to  Secured  Party (or,  if  Pledgor  cannot
fulfill  such  requirement  with  Common  Stock,   another  form  of  additional
collateral which is acceptable to the Secured Party in its sole discretion),  in
order to satisfy  the  requirement  of this  Agreement  to maintain at all times
during the term of this Agreement Pledged  Collateral with a value determined in
accordance  with this  Agreement of at least 1.5 times the the unpaid  principal
balance under the Note.

4.    SECURITY FOR OBLIGATIONS.

            This Agreement and the Pledged Collateral secures the prompt payment
and  performance  when  due of  each  and  every  one of and  all  amounts  that
constitute part of the Secured Obligations of Pledgor.

5.    DELIVERY OF PLEDGED COLLATERAL.

            Concurrently with the execution of this Agreement,  all certificates
representing  or evidencing the Pledged Shares shall be delivered to and held by
or on behalf of the Secured Party  pursuant  hereto and shall be  accompanied by
duly executed instruments of transfer or assignment

               


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in blank, all in form and substance  satisfactory to the Secured Party.  Pledgor
shall receive all certificates, cash, instruments and other property or proceeds
from time to time received, receivable or otherwise distributed in respect of or
in exchange for any or all of the Pledged  Shares in trust for the Secured Party
and  shall   immediately   upon  receipt  deliver  to  the  Secured  Party  such
certificates,  cash, instruments and other property and proceeds,  together with
any necessary endorsement.  All dividends and all other distributions in respect
of any of the Pledged Shares,  whenever paid or made,  shall be delivered to the
Secured Party to hold as Pledged Collateral and shall, to the extent received by
Pledgor,  be  received  in  trust  for the  benefit  of the  Secured  Party,  be
segregated  from  the  other  property  or funds of  Pledgor,  and be  forthwith
delivered  to the  Secured  Party as Pledged  Collateral  in the same form as so
received  (with any  necessary  endorsement).  The Secured  Party shall have the
right,  at any  time  after  the  occurrence  of an  Event  of  Default,  in its
discretion and without  notice to Pledgor,  to transfer to or to register in the
name of the  Secured  Party  or any of its  nominees  any or all of the  Pledged
Shares.  In  addition,  the  Secured  Party  shall have the right at any time to
exchange  certificates  or  instruments  representing  or evidencing the Pledged
Shares for certificates or instruments of smaller or larger denominations.

6.    REPRESENTATIONS AND WARRANTIES.

            Pledgor represents and warrants to Secured Party as follows:

            6.1  Ownership.  Except for the 2,500,000  shares of Common Stock of
Cover-All  Technologies Inc.  previously issued to Pledgor pursuant to the terms
of a Stock  Purchase  Agreement,  dated March 31, 1996, by and among the parties
hereto  and  other  parties,  which  shares  have  been  subject  to a right  of
repurchase which is concurrently  being terminated  pursuant to the terms of the
Repurchase Agreement,  Pledgor is the sole owner of the Pledged Collateral, free
and clear of any lien,  claim,  encumbrance,  pledge or restriction of any kind,
nature or description whatsoever, except for the lien created by this Agreement.

            6.2  Authorization.  Pledgor has the full corporate right, power and
authority to pledge, assign, transfer, deliver, deposit and set over the Pledged
Collateral to Secured Party as provided herein.

            6.3 No  Consent or Notice.  Except as set forth in Section  6.1,  no
consent,  approval,  authorization  or other order of any Person and no consent,
authorization, approval or other action by, and no notice to or filing with, any
governmental  authority or regulatory body is required to be made or obtained by
Pledgor  either (a) for the grant by Pledgor of the  security  interest  granted
hereby, for the pledge by Pledgor of the Pledged  Collateral  pursuant hereto or
for the execution, delivery or performance of this Agreement by Pledgor, (b) for
the perfection or maintenance of the pledge and security interest granted hereby
(including  the first priority  nature of such pledge and security  interest) or
(c) for the exercise by Secured Party of its rights provided

                                    

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     for in this Agreement or the remedies in respect of the Pledged  Collateral
pursuant to this Agreement.

            6.4 Valid Lien. The pledge of, grant of a security  interest in, and
delivery of the Pledged  Collateral by Pledgor  pursuant to this  Agreement will
create a valid first priority lien on, and a first priority  perfected  security
interest  in, the  Pledged  Collateral  and the  proceeds  thereof  of  Pledgor,
securing the payment in full of the Secured Obligations of Pledgor.

            6.5 Binding  Obligation.  This  Agreement has been duly executed and
delivered by Pledgor and constitutes the legal,  valid and binding obligation of
Pledgor, enforceable in accordance with its terms.

     6.6 Pledgor  Address.  The principal  business address of Pledgor is as set
forth in the preamble to this Agreement.

            The representations and warranties set forth in this Section 6 shall
survive the execution and delivery of this Agreement.

7.    COVENANTS.

            Pledgor  covenants  and agrees  that as of the date hereof and until
the Termination Date:

            7.1 Transfer and Other Liens.  Unless  Secured Party gives its prior
written  consent,  Pledgor  will not (a) sell,  assign (by  operation  of law or
otherwise) or otherwise  dispose of, or grant any option with respect to, any of
the  Pledged  Collateral,  or (b)  create or suffer to exist any lien or grant a
security  interest in or upon or with  respect to, or encumber any of its rights
in or to, any of the  Pledged  Collateral,  except  for the pledge and  security
interest created by this Agreement.

            7.2 Further  Assurances;  Creation and Preservation of Lien. Pledgor
will,  at its  expense,  promptly  execute,  acknowledge  and  deliver  all such
instruments  and take all such action as Secured  Party,  from time to time, may
reasonably request in order to ensure to Secured Party the benefits of the liens
in and to the Pledged Collateral intended to be created by this Agreement and to
protect  any pledge or  security  interest  granted or  purported  to be granted
hereby or to enable  Secured  Party to  exercise  and  enforce  its  rights  and
remedies hereunder with respect to the Pledged Collateral.

            7.3 Title.  Pledgor  has and will  defend  the title to the  Pledged
Collateral  and the liens of  Secured  Party  thereon  against  the claim of any
Person and will  maintain and preserve  such liens until such liens are realized
in accordance with the terms hereof or until the Termination Date.

                                    

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            7.4 Legends.  Each  certificate  evidencing  the Pledged  Collateral
states and shall state that it is subject to this  Agreement.  Such legend shall
be removed from any Released Shares.

8.    PLEDGOR'S RIGHTS.

            Until the  occurrence of an Event of Default under this Agreement or
the Note, Pledgor shall be entitled, pursuant to this Agreement, to exercise all
voting and other rights  pertaining to the Pledged Shares.  After the occurrence
of any such Event of Default,  Secured  Party or its nominee shall have the sole
right to vote any and all of the Pledged Shares and give  consents,  waivers and
ratifications in respect thereof,  and Pledgor shall deliver to Secured Party or
its nominee  such proxies and other  documents  as Secured  Party may request to
further effectuate the foregoing.

9.    DEFAULTS AND REMEDIES.

            9.1  Defaults  and  Remedies.  Upon  the  occurrence  of an Event of
Default and during the  continuance of such Event of Default,  upon at least ten
days notice but without any other notice or demand,  Secured  Party  (through an
agent) is hereby  authorized  and empowered to transfer and register in its name
or in the name of its nominee  the whole or any part of the Pledged  Collateral,
to exercise the voting rights with respect  thereto,  and to collect and receive
all dividends and other distributions made thereon;  and, to sell in one or more
sales after at least ten days notice of the time and place of any public sale or
of the time after which a private  sale is to take place (which  notice  Pledgor
agrees  is  commercially  reasonable),   but  without  any  previous  notice  or
advertisement,  the whole or any part of the Pledged Collateral and otherwise to
act with  respect to the Pledged  Collateral  as though  Secured  Party were the
outright owner thereof,  Pledgor hereby irrevocably  constituting and appointing
Secured Party as the proxy and  attorney-in-fact of Pledgor,  with full power of
substitution to do so; provided,  however, Secured Party shall not have any duty
to exercise  any such right or to preserve  the same and shall not be liable for
any failure to do so or for any delay in doing so.  Secured Party shall exercise
reasonable  care  in  preserving  the  certificates   representing  the  Pledged
Collateral,  but Secured Party shall have no obligation to preserve the value of
the Pledged Collateral.  Subject to the limitations previously set forth in this
Section  9.1,  any sale of the Pledged  Collateral  shall be made at a public or
private  sale at the place named in the notice of sale,  either for cash or upon
credit or for future  delivery at such price as Secured Party may deem fair, and
Secured  Party or Pledgor may be the  purchaser  of the whole or any part of the
Pledged Collateral so sold, and hold the same thereafter in its or its own right
free from any claim of  Pledgor or any right of  redemption.  Each sale shall be
made to the highest  bidder,  but Secured Party reserves the right to reject any
and all bids at such sale which,  in its discretion,  it shall deem  inadequate.
Demands of  performance,  notices of sale,  advertisements  and the  presence of
property at sale are hereby  waived,  and any sale hereunder may be conducted by
an auctioneer or any officer or agent of Secured Party.


                                    

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            9.2 Sale of Collateral.  If, at the original time or times appointed
for the sale of the whole or any part of the Pledged Collateral, the highest bid
shall be inadequate to discharge in full all the Secured Obligations if there be
but one sale,  or if the Pledged  Collateral  be offered for sale in lots, if at
any of such sales the highest bid for the lot offered for sale would indicate to
Secured Party, in its discretion,  the unlikelihood of the proceeds of the sales
of the whole of the Pledged  Collateral being sufficient to discharge all of the
Secured  Obligations,  Secured  Party may, on one or more  occasions  and in its
discretion,  postpone  any of said sales by public  announcement  at the time of
sale or the time of previous  postponement  of sale, and no other notice of such
postponement  or  postponements  of sale need be given,  any other  notice being
hereby waived.

            9.3  Proceeds.  In the event of any sales  hereunder,  Secured Party
shall,  after  deducting  all  costs  and  expenses  of  every  kind  (including
reasonable attorneys' fees and disbursements) for care, safekeeping, collection,
sale,  delivery or otherwise,  apply the residue of the proceeds of the sales to
the payment or reduction, either in whole or in part, of the Secured Obligations
in accordance with Section 10 and the agreements and  instruments  governing and
evidencing such Secured Obligations, returning the surplus, if any, to Pledgor.

            9.4 Pledgor  Waivers.  Pledgor  agrees that following the occurrence
and  during  the  continuance  of an Event of  Default,  it will not at any time
plead, claim or take the benefit of any appraisal,  valuation,  stay, extension,
moratorium  or  redemption  law now or hereafter in force in order to prevent or
delay the  enforcement of this  Agreement,  or the absolute sale of the whole or
any part of the Pledged Collateral or the possession thereof by any purchaser at
any sale  hereunder,  and  Pledgor  waives  the  benefit of all such laws to the
extent it lawfully may do so.

            9.5 Non-Interference. Pledgor agrees that it will not interfere with
any right,  power or remedy of Secured Party  provided for in this  Agreement or
now or hereafter existing at law or in equity or by statute or otherwise, or the
exercise or  beginning  of the  exercise by Secured  Party of any one or more of
such  rights,  powers or  remedies.  No  failure or delay on the part of Secured
Party to exercise any such right, power or remedy, and no notice or demand which
may be given to or made upon  Pledgor by Secured  Party  with  respect  thereto,
shall operate as a waiver  thereof,  or limit or impair Secured Party's right to
take any action or to exercise  any right,  power or remedy  hereunder,  without
notice or demand, or prejudice its rights against Pledgor in any respect.

            9.6 Unencumbered Shares.  Secured Party agrees,  notwithstanding any
provision to the contrary set forth herein,  that in  connection  with any sale,
transfer or other disposition by it of the Pledged Collateral in accordance with
this Section 9,  Secured  Party shall first remove its lien against such Pledged
Collateral so that the transferee of such Pledged  Collateral  will acquire,  in
accordance  with this Section 9, such Pledged  Collateral  free and clear of all
liens, encumbrances and other restrictions or title defects.


                                    

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10.   APPLICATION OF PROCEEDS.

            Any cash held by Secured  Party as Pledged  Collateral  and all cash
proceeds received by Secured Party in respect of any sale of,  liquidation of or
other  realization  upon  all or any  part of the  Pledged  Collateral  shall be
applied by Secured Party as follows:

            (a) First,  to the  payment of the costs and  expenses of such sale,
      including  reasonable  fees and  expenses  of Secured  Party's  agents and
      counsel,  and all expenses,  liabilities  and advances made or incurred by
      Secured Party in connection therewith;

            (b) Next, to the payment of that portion of the Secured  Obligations
      consisting of accrued and unpaid interest and fees;

            (c) Next, to the payment of that portion of the Secured  Obligations
      consisting of the unpaid remaining principal amounts; and

            (d)  Finally,  to the  payment  to  Pledgor,  or its  successors  or
      assigns,  or to whomsoever may be lawfully entitled to receive the same or
      as a court of  competent  jurisdiction  may direct,  of any  surplus  then
      remaining from such proceeds.

11.   TERMINATION.

            Following  the  complete  payment  and  satisfaction  of all Secured
Obligations  of Pledgor to Secured Party under this  Agreement and the Note (the
"Termination  Date"),  this  Agreement  shall  terminate  and  Pledgor  shall be
entitled to the return of, and Secured  Party,  upon such  complete  payment and
satisfaction of all Secured Obligations, shall return, all Pledged Collateral at
the time  subject  to this  Agreement  which may be in Secured  Party's  custody
hereunder and all instruments of assignment executed in connection  therewith to
Pledgor or to  whomsoever  may be lawfully  entitled to receive the same or as a
court of  competent  jurisdiction  shall  direct,  free and  clear of the  liens
granted hereunder, and all of Pledgor's liabilities hereunder shall at such time
terminate.

12.   INDEMNIFICATION.

            Pledgor agrees to indemnify and hold Secured Party harmless from and
against any and all taxes, liabilities, claims and damages, including reasonable
attorneys'  fees and  disbursements,  and other expenses  incurred or arising by
reason of the taking or the  failure to take  action by Secured  Party,  in good
faith,  in respect  of any  transaction  effected  under  this  Agreement  or in
connection  with the lien  provided for herein,  including  any taxes payable in
connection  with the  delivery  of any of the  Pledged  Collateral  as  provided
herein.  The  liabilities  of  Pledgor  under this  Section  shall  survive  the
termination of this Agreement.


                                     

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13.   LIEN ABSOLUTE.

            All  rights of  Secured  Party  hereunder,  and all  obligations  of
Pledgor hereunder,  shall be absolute and unconditional and shall remain in full
force and effect without regard to, and shall not be impaired or affected by, or
deemed to be  satisfied  by, nor shall  Pledgor  or any  Pledged  Collateral  be
exonerated, discharged or released by, any of the following events:

            (a) Secured  Party's  exercise or enforcement of or failure or delay
      in exercising or enforcing  any legal  proceedings  to collect the Secured
      Obligations  or any power,  right or remedy  with  respect to the  Secured
      Obligations,  the  Pledged  Collateral  or any  other  collateral  held by
      Secured  Party,  including  any action or  inaction  of  Secured  Party to
      perfect,   protect  or  enforce  any  security  interest  in  the  Pledged
      Collateral or any other  collateral,  any  impairment or suspension of the
      Pledged  Collateral or any other collateral,  Secured Party's  compromise,
      exchange,  release,  settlement,  amendment or waiver with or of any other
      Person, or the Pledged  Collateral or any other collateral,  or any change
      in the time,  manner or place of payment  of, or in any other term of, all
      or  any  part  of  the  Secured  Obligations,   or  any  other  amendment,
      impairment, renunciation, cancellation, surrender, suspension or waiver of
      the Note or any other agreement or instrument  governing or evidencing any
      of the Secured Obligations;

            (b)  Any  insolvency,   bankruptcy,   reorganization,   arrangement,
      adjustment,  composition  or  assignment  for the benefit of  creditors of
      Secured Party or Pledgor,  appointment of a receiver or trustee for all or
      any part of Secured Party's or Pledgor's assets or liquidation, winding up
      or dissolution of the Pledgor;

            (c) Any invalidity,  voidability,  unenforceability or irregularity,
      or future  change to or  amendment  of, in whole or in part,  the  Secured
      Obligations,  the Note, this Agreement or any other agreements,  documents
      or instruments evidencing any Secured Obligations;

            (d) Any merger, acquisition, consolidation or change in structure of
      Pledgor,  or any sale, lease,  transfer or other disposition of any or all
      of the assets of Pledgor;

            (e) Any assignment,  endorsement or other  transfer,  in whole or in
      part, of Secured Party's interest in the Secured Obligations,  the Pledged
      Collateral or any other collateral;

            (f) Any claim, defense,  counterclaim or set-off, other than that of
      prior  performance,  that Pledgor may have or assert,  including,  but not
      limited to, any defense of incapacity,  disability or lack of corporate or
      other  authority  to  execute  any  documents   relating  to  the  Secured
      Obligations, the Pledged Collateral or any other collateral;


                                      

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            (g) Secured Party's vote, claim, distribution, election, acceptance,
      action or inaction in any bankruptcy or reorganization case related to the
      Pledged Collateral or the Secured Obligations; or

            (h) Any cancellation, renunciation or surrender of any pledge or any
      other debt instrument evidencing the Secured Obligations.

14.   REINSTATEMENT.

            This Agreement shall remain in full force and effect and continue to
be effective if at any time payment and  performance of the Secured  Obligations
of Pledgor,  or any part  thereof,  is,  pursuant to  applicable  law,  avoided,
rescinded or reduced in amount, or must otherwise be restored or returned by any
obligee  of  the  Secured  Obligations,  whether  as  a  "voidable  preference,"
"fraudulent conveyance" or otherwise,  all as though such payment or performance
had not been  made.  In the event  that any  payment,  or any part  thereof,  is
avoided,  rescinded,  reduced, restored or returned, the Secured Obligations, as
the case may be, shall be reinstated and deemed reduced only by such amount paid
and not so avoided, rescinded, reduced, restored or returned.

15.   MISCELLANEOUS.

            15.1  Reimbursement.  Pledgor  agrees  to  reimburse  Secured  Party
promptly  for  all  expenses,  including  reasonable  counsel  fees,  reasonably
incurred by Secured Party in connection with the  administration and enforcement
of this Agreement.

            15.2 Limitations on Liability. Secured Party shall not be liable for
any action  lawfully taken or omitted to be taken by Secured Party  hereunder or
in  connection  herewith,  except  for  his  own  gross  negligence  or  willful
misconduct.

            15.3 Binding Agreement. This Agreement shall be binding upon Pledgor
and its  administrators,  legal  representatives  and permitted  successors  and
assigns, and shall inure to the benefit of, and be enforceable by, Secured Party
and its administrators, legal representatives, successors and assigns.

            15.4 Entire Agreement; Amendments. This Agreement, together with the
Note: (a) constitutes the entire  agreement  between the parties with respect to
the subject  matter hereof;  and (b) may not be amended or modified  except by a
writing signed by Pledgor and Secured Party.

            15.5 Severability.  If any provision of this Agreement shall be held
invalid or unenforceable,  such invalidity or unenforceability shall attach only
to such  provision  and shall not in any  manner  affect  or render  invalid  or
unenforceable any other severable provision of this

                                     


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Agreement,  and this  Agreement  shall be carried out as if any such  invalid or
unenforceable provision were not contained herein.

            15.6   Notices.   All   notices,   requests,   consents   and  other
communications  hereunder  shall be in  writing  and  shall be deemed to be duly
given if personally delivered with receipt acknowledged, if mailed by registered
or certified mail, first class,  postage  prepaid,  if delivered by a nationally
recognized  overnight  courier  service or if transmitted  by facsimile  machine
addressed as follows:

            (i) if to Secured Party:

                  COVER-ALL TECHNOLOGIES INC.
                  18-01 Pollitt Drive
                  Fair Lawn, New Jersey 07410
                  Attention: Chief Executive Officer

                  with a copy to:

                  Reid & Priest LLP
                  40 West 57th Street
                  New York, New York  10019
                  Attention:  Leonard Gubar, Esq.

     or to such  other  address  or such other  person(s)  as Secured  Party may
designate by written notice to Pledgor; and

            (ii)  if to Pledgor:

                  Care Corporation Limited
                  c/o Moore Stephens
                  P.O. Box 236
                  1st Island House
                  Peter Street
                  St. Helier, Jersey JE4 8SG
                  Channel Islands
                  Attention: Mr. Stephen Milsom

                  with a copy to:

                  Gardere & Wynne, L.L.P.
                  1601 Elm Street, Suite 3000
                  Dallas, Texas 75201

                                      


<PAGE>



                  Attention:  Alan J. Perkins, Esq.

or to such other  address or such other  person(s)  as Pledgor may  designate by
written notice to Secured Party.

            15.7 Agent for Service of Process.  (a) Pledgor  hereby  irrevocably
appoints Gardere & Wynne,  L.L.P. as its agent for receipt of service of process
from  Secured  Party or any of its  successors  or  assigns in  accordance  with
Section 15.8 hereof in respect of any matter  relating to or in connection  with
this  Agreement and the  transactions  contemplated  hereby  including,  but not
limited  to, all  matters of  construction,  validity  and  performance  of this
Agreement. Pledgor hereby agrees that service upon it shall be effective if made
by notice to Gardere & Wynne, L.L.P., pursuant to Section 15.6 hereof.

                  (b) Secured  Party hereby  irrevocably  appoints Reid & Priest
LLP as its agent for  receipt of service of process  from  Pledgor or any of its
successors or assigns in  accordance  with Section 15.8 hereof in respect of any
matter  relating to or in connection  with this  Agreement and the  transactions
contemplated hereby including,  but not limited to, all matters of construction,
validity and  performance  of this  Agreement.  Secured Party hereby agrees that
service  upon it shall  be  effective  if made by  notice  to Reid & Priest  LLP
pursuant to Section 15.6 hereof.

            15.8 Consent to Jurisdiction. Any suit, action or proceeding against
any party  hereto  with  respect to this  Agreement,  including  all  matters of
construction,  validity and performance  hereof,  or any judgment entered in any
court in respect  hereof may be brought in the Supreme Court of the State of New
York,  County  of New  York,  or in the  United  States  District  Court for the
Southern  District  of New York and each  party  thereto  hereby  submits to the
nonexclusive  jurisdiction  of such  courts  for the  purpose  of any such suit,
action,  proceeding  or judgment.  Nothing  herein shall in any way be deemed to
limit the ability of any party  hereto to serve any writs,  process or summonses
in any other manner permitted by applicable law or to obtain  jurisdiction  over
the other.

            15.9 Section Titles.  The Section titles contained in this Agreement
are and shall be without  substantive  meaning or content of any kind whatsoever
and are not a part of the agreement between the parties hereto.

            15.10  Governing Law. This Agreement is being executed and delivered
by the  parties  hereto  in the  State  of New York and  shall be  construed  in
accordance  with,  and governed by, the internal  laws of the State of New York,
without giving effect to the conflicts of laws principles thereto.


                                      


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            15.11 Counterparts.  This Agreement may be executed in any number of
counterparts,  each of which shall be deemed an original,  but all of which when
taken together shall constitute one and the same agreement.

                                    


<PAGE>



            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first written above.

                                    CARE CORPORATION LIMITED

                                    By:________________________________________
                                  Name: Mark Johnston
                                 Title: Director


                           COVER-ALL TECHNOLOGIES INC.

                                    By:________________________________________

                                  Name: Brian Magowan
                                 Title: Chief Executive Officer