EXCLUSIVE SOFTWARE LICENSE REPURCHASE AGREEMENT


            Exclusive  Software License  Repurchase  Agreement,  dated March 31,
1998 (the "Repurchase Agreement"),  by and among SOFTWARE INVESTMENTS LIMITED, a
British Virgin Islands company  ("SIL"),  CARE  CORPORATION  LIMITED,  a British
Virgin Islands  company  ("CCL") (both SIL and CCL having  principal  offices at
Abbott Building, P.O. Box 3186, Main Street, Road Town, Tortola,  British Virgin
Islands),  COVER-ALL  TECHNOLOGIES INC., a Delaware corporation having principal
offices at 18-01  Pollitt  Drive,  Fair  Lawn,  New Jersey  07410  ("CTI"),  and
COVER-ALL SYSTEMS,  INC., a Delaware  corporation and wholly owned subsidiary of
CTI ("CASI").

                             W I T N E S S E T H:

            WHEREAS,  CCL  is  the  exclusive  worldwide  owner,  except  in the
Commonwealth of Australia, the Dominion of New Zealand, and the United States of
America,  of all rights in certain computer  software and related  documentation
pertaining to the administration of worker's compensation  (hereinafter referred
to as the "CARE Software");

            WHEREAS,  on March 31,  1996,  pursuant to the terms of that certain
Exclusive  Software License  Agreement,  as amended by an Amendment to Exclusive
Software  License  Agreement dated March 14, 1997  (collectively,  the "Original
Agreement"), by and among CCL, CTI (formerly known as Warner Insurance Services,
Inc.) and, for limited  purposes of joining in certain  sections of the Original
Agreement, CASI ("CASI" and both CTI and CASI together may be referred to herein
as "CTI"), CCL granted to CTI, among other things, an exclusive,  fully paid up,
perpetual license for the CARE Software in Canada,  Mexico,  Central America and
South  America,  while  retaining all rights  outside  Canada,  Mexico,  Central
America and South America;

            WHEREAS,  on March 31,  1996,  pursuant to the terms of that certain
Stock Purchase Agreement, as amended by an Amendment to Stock Purchase Agreement
dated March 14, 1997  (collectively,  the "Stock  Purchase  Agreement"),  by and
among  CCL,  CTI and SIL,  in  consideration  for  CCL's  transferring  the CARE
Software rights under the Original Agreement, CTI issued to CCL 2,500,000 shares
of CTI's common stock, $.01 par value per share (the "License Shares"),  and, as
further provided by the Stock Purchase  Agreement,  CTI was granted the right to
repurchase the License Shares if certain  conditions were satisfied  pursuant to
the Stock Purchase Agreement; and

            WHEREAS, CCL desires to repurchase from CTI all of the rights in the
CARE  Software  granted to CTI pursuant to the terms of the  Original  Agreement
(the "CARE  Software  Rights")  in  consideration  for the  repurchase  price of
$5,000,000 and other consideration, all as set forth herein.

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            NOW,  THEREFORE,  in  consideration  of these  premises,  the mutual
covenants and agreements contained herein and other valuable consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

            1. Repurchase of CARE Software Rights.  CCL hereby  repurchases from
CTI (the "Repurchase") the CARE Software Rights for the consideration and on the
terms hereinafter described.

     2.  Grant  of  Nonexclusive  Reseller  Rights.  CTI  shall  grant  CCL  the
nonexclusive right to resell in all territories outside of the United States (i)
CTI's product line (the "TAS 2000 Software") consisting of the suite of computer
applications for property/casualty and health care insurers designed to enable a
client-driven  re-engineering  of the insurer's  business process and (ii) CTI's
Classic  product line  ("Classic")  consisting of a set of LAN based PC software
packages  designed to automate the rating and issuance tasks in the property and
casualty  insurance  industry  (such rights to the TAS 2000 Software and Classic
are collectively referred to as the "TAS License"),  in the form of Nonexclusive
Reseller  Rights  Agreement  annexed  hereto as  Exhibit  A (the  "TAS  Reseller
Agreement").

            3. Consideration of Repurchase.  In consideration of the Repurchase,
CCL shall pay to CTI the  amount of  $5,000,000  as  follows:  (1)  $500,000  in
immediately  available  funds,  payable on the date hereof,  receipt of which is
hereby  acknowledged by CTI; and (2) $4,500,000 to be paid in equal  semi-annual
installments  of $500,000,  beginning on September 30, 1998 and on each March 31
and September 30 thereafter, unless payment is otherwise accelerated, until paid
in full,  all as evidenced by a note on the terms and in the form annexed hereto
as Exhibit B (the "Note"), the repayment of which shall be secured by the pledge
of certain shares of common stock, $.01 par value per share, of CTI owned by CCL
pursuant  to the  terms of a pledge  agreement  in the form  annexed  hereto  as
Exhibit C (the "Pledge Agreement").

            4.  Consideration  of Grant of TAS License.  In consideration of the
grant of the TAS  License,  CCL  shall  grant to CTI the  nonexclusive  right to
resell the CARE Software,  pursuant to the terms and in the form of Nonexclusive
Reseller  Rights  Agreement  annexed  hereto as  Exhibit D (the  "CARE  Reseller
Agreement").

            5. Removal of Stock Restriction,  Cancellation of Bonus Warrants and
Release of Parties. As further  consideration for the transactions  contemplated
by this  Repurchase  Agreement,  the parties  hereto agree that,  as of the date
hereof:

                  (i) CTI's right to purchase  the  License  Shares  pursuant to
Section 5 of the Stock Purchase Agreement is hereby terminated;

                  (ii) CCL's right to receive the Bonus  Warrants  granted under
Section 5(k) of the Stock Purchase Agreement is hereby terminated;

                  (iii) all  provisions  of the  Original  Agreement  are hereby
terminated  and released and each of CCL, CTI and CASI hereby remise and release
each other from any claims or liabilities arising thereunder; and

                  (iv) each of CTI,  SIL and CCL each agree that  Sections  4, 5
and 6 of the Stock  Purchase  Agreement are hereby  terminated and shall have no
further  force  and  effect  and that each of the  parties  hereby  remises  and
releases the other parties thereto from any claims or liabilities  arising under
any such Sections.  Except as amended  aforesaid,  the Stock Purchase  Agreement
shall  continue  in  full  force  and  effect.   The  parties  hereby  expressly
acknowledge that the License Shares remain subject to those registration  rights
as provided for in Section 9.2 of the Stock  Purchase  Agreement.  CTI shall use
its best efforts to register the License Shares  pursuant to such Section 9.2 as
soon as practicable after the date hereof.

            6. Deliveries. Contemporaneous with the execution of this Repurchase
Agreement, the parties hereby acknowledge receipt of the following in connection
with the consummation of the transactions contemplated herein:

                  a.    the Note, fully executed by CCL as Payor;

                  b.    payment by CCL to CTI, by wire transfer, in the amount 
of $500,000;

                  c. the Pledge  Agreement,  fully  executed by CCL, as Pledgor,
and CTI, as Secured Party, and,  pursuant to the Pledge  Agreement,  delivery by
CCL to CTI of (i) the stock  certificates  evidencing  the  Pledged  Shares  (as
defined in the Pledge  Agreement) and (ii) stock powers  relating to the Pledged
Shares executed in blank;

                  d. the CARE Reseller Agreement, executed by CCL and CTI; and

                  e. the TAS Reseller Agreement, executed by CCL and CTI.

            7.    Miscellaneous.

            7.1 Entire Agreement.  This Repurchase Agreement,  the CARE Reseller
Agreement,  the TAS  Reseller  Agreement,  the  Note and the  Pledge  Agreement,
together  with all  attachments  thereto  and made a part  thereof,  contain the
entire  agreement  among CTI,  CASI, SIL and CCL with respect to the matters set
forth herein and supersede all prior agreements and understandings among them as
to the subject matter hereof.  No party shall be bound by nor shall be deemed to
have made any  representations,  warranties or covenants  except those contained
herein.

            7.2 Benefits;  Assignments.  All of the terms and provisions of this
Repurchase Agreement,  the CARE Reseller Agreement,  the TAS Reseller Agreement,
the Note and the Pledge  Agreement  shall bind and inure to the  benefit of CTI,
CASI, SIL and CCL and their respective successors and assigns.

            7.3 Notices.  Any notice,  request,  consent,  instruction  or other
document  to be given  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 (with a confirmation  copy to be sent by first class mail)  addressed as
follows:

                  If to CTI or CASI:

                  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 CTI or CASI may designate by
written notice to the other parties hereto; and

                  if to SIL or CCL:

                  Software Investments Limited
                  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
                  Attention:  Alan J. Perkins, Esq.

or to such other address or such other person(s) as CCL may designate by written
notice to the other parties hereto.

            7.4 Governing Law. This  Repurchase  Agreement  shall be governed by
and construed under and enforced in accordance with the laws of the State of New
York.

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

            7.6 Modification,  Waivers,  Etc. Neither this Repurchase  Agreement
nor any provision hereof may be changed, waived, discharged or terminated orally
but  only  by an  instrument  in  writing  signed  by  the  party  against  whom
enforcement of the change, waiver, discharge or termination is sought.

            7.7 Headings. All section and subsection headings herein are for the
convenience  of the  reader  and  shall not be relied  upon in  construing  this
Repurchase Agreement.

            7.8 Further Assurances.  At any time and from time to time, upon the
reasonable  request of any party  hereto,  the  requested  party shall  execute,
deliver and acknowledge,  or cause to be executed,  delivered and  acknowledged,
such further  documents and instruments and do such other acts and things as the
requesting party may reasonably request in order to fully effect the purposes of
this Repurchase Agreement and the transactions contemplated hereby.

            7.9 Agent for  Service  of  Process.  (a) Each of SIL and CCL hereby
irrevocably appoints Gardere & Wynne, L.L.P. as its agent for receipt of service
of process from CTI or CASI or any of their  successors or assigns in accordance
with Section 7.10 hereof in respect of any matter  relating to or in  connection
with  this  Repurchase  Agreement  and  the  transactions   contemplated  hereby
including,  but not  limited  to, all  matters  of  construction,  validity  and
performance of this Repurchase Agreement. Each of SIL and CCL hereby agrees that
service upon it shall be effective if made by notice to Gardere & Wynne,  L.L.P.
pursuant to Section 7.3 hereof.

                  (b) Each of CTI and CASI hereby  irrevocably  appoints  Reid &
Priest LLP as its agent for receipt of service of process from SIL or CCL or any
of their successors or
assigns in accordance with Section 7.10 hereof in respect of any matter relating
to  or in  connection  with  this  Repurchase  Agreement  and  the  transactions
contemplated hereby including,  but not limited to, all matters of construction,
validity and  performance  of this  Repurchase  Agreement.  Each of CTI and CASI
hereby  agrees that service upon it shall be effective if made by notice to Reid
& Priest LLP pursuant to Section 7.3 hereof.

            7.10 Consent to Jurisdiction. Any suit, action or proceeding against
any party  hereto  with  respect to this  Repurchase  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 hereto 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.

            7.11  Counterparts.  This Repurchase  Agreement may be signed in any
number of  counterparts,  each of which shall be deemed an original and together
shall constitute one and the same instrument.



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            IN WITNESS WHEREOF, the parties hereto have executed this Repurchase
Agreement on the date above first written.


                                    SOFTWARE INVESTMENTS LIMITED

                                    By:___________________________________
                                         Name:  Mark Johnston
                                         Title: Director



                                    CARE CORPORATION LIMITED

                                    By:___________________________________
                                         Name:  Mark Johnston
                                         Title: Director



                                    COVER-ALL TECHNOLOGIES INC.

                                    By:___________________________________
                                         Name:  Brian Magowan
                                         Title: Chief Executive Officer



                                    COVER-ALL SYSTEMS, INC.

                                    By:___________________________________
                                         Name:  Brian Magowan
                                         Title: Chief Executive Officer

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