<PAGE>

                                                                   EXHIBIT 10.19

                                 LIMITED WAIVER
                                       TO
                           CONVERTIBLE LOAN AGREEMENTS


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

is made, as of this 31st day of December, 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
         December 31, 2001 and the covenants set forth in Section 5.01 of the
         Renaissance Agreement, and the Company is not in compliance with the
         financial covenant set forth in Section

<PAGE>

         7.01 for the fiscal quarter ending December 31, 2001 and the covenants
         set forth in Section 5.01 of the Additional Lenders Agreement; and

                  WHEREAS, on September 30, 2001, the Holders waived, 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, provided that the Company is in
         compliance with such covenants for the fiscal quarter ending December
         31, 2001, and the Holders acknowledged and agreed 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 is not, and shall not be, deemed a Default
         or an Event of Default under the Renaissance Agreement and the
         Additional Lenders Agreement, provided that the Company is in
         compliance with such covenants for the fiscal quarter ending December
         31, 2001; 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 December 31, 2001, the Company's failure to
         comply with the financial covenant set forth in Section 7.01 for the
         fiscal quarter ending December 31, 2001, and the covenants set forth in
         Section 5.01 of the Renaissance Agreement, and the financial covenant
         set forth in Section 7.02 for the fiscal quarter ending December 31,
         2001, and the covenants set forth in Section 5.01 of the 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 7.02 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 December 31, 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


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                           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 for
                  the fiscal quarter ending December 31, 2001 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. 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

                           4. 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 for
                  the fiscal quarter ending September 30, 2001 is not, and shall
                  not be, deemed a Default or an Event of Default under the
                  Renaissance Agreement and the Additional Lenders Agreement.



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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 & INCOME TRUST PLC


                                     By: /s/  Russell Cleveland
                                         ---------------------------------------
                                         Russell Cleveland
                                         Director
                                         (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: /s/  Russell Cleveland
                                         ---------------------------------------
                                         Russell Cleveland
                                         Director
                                         (holding 50% of the outstanding
                                         principal amount of the Renaissance
                                         Debentures and approximately 38.89% of
                                         the outstanding principal amount of the
                                         June Debentures)








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