Exhibit 10(aa)(iii)


                        AMENDMENT TO STOCK PURCHASE AGREEMENT
                        -------------------------------------


                    This is an amendment (the "Amendment") to that certain
                                               ---------
          Stock  Purchase Agreement dated as of March 31, 1996 by and among
          Warner  Insurance Services,  Inc., a  Delaware corporation  whose
          name has  been changed to Cover-All  Technologies, Inc., Software
          Investments Limited,  a British  Virgin Islands  corporation, and
          Care  Corporation Limited,  a British Virgin  Islands corporation
          (the "Original Agreement").  Capitalized terms utilized in this
                ------------------
          Amendment and not defined herein shall have the meanings ascribed
          to them in the Original Agreement.

                    WHEREAS, this Amendment is  being entered into pursuant
          to  the terms of  a certain Convertible  Note Purchase Agreement,
          dated of even date  herewith, among Cover-All Technologies, Inc.,
          Software  Investments  Limited,   Atlantic  Employers   Insurance
          Company, a New Jersey corporation, and Roger D. Bensen (the "Note
          Purchase Agreement").                                        ----
          ------------------

                    NOW, THEREFORE, in consideration  of the benefits to be
          realized by the parties hereto under the  Note Purchase Agreement
          and for other  good and valuable  consideration, the receipt  and
          sufficiency of  which is hereby acknowledged,  the parties hereto
          agree as follows:

                    1.   For   purposes   of  consistency,   references  to
          "Warner"   in  Sections  2  and    3  below  are  being  utilized
          notwithstanding that  Warner Insurance Services, Inc. has changed
          its name to Cover-All Technologies, Inc.

                    2.   A  new  subsection 5(l)  is  hereby  added to  the
          Original Agreement as follows:

                    "(l) Commencing   March   __,   1997,   notwithstanding
                    anything to this contrary provided in this Section 5 or
                    elsewhere herein, the number of License  Shares subject
                    to  repurchase  by  Warner   shall  be  reduced  by  an
                    aggregate of 500,000 License Shares for each $1,000,000
                    of cumulative Net Sales earned  on and after such  date
                    by  Warner, such  reduction to  be effective  when each
                    such $1,000,000  of Net Sales is actually earned by the
                    Company."

                    3.   Subsections  5(b),  5(c),  5(d) and  5(e)  of  the
          Original  Agreement  are  deleted   in  their  entirety  and  the
          following  text is  hereby substituted  as new  subsections 5(b),
          5(c), 5(d) and 5(e) of the Original Agreement:
          
                         "(b) If during  the period ending three  (3) years
                    after the Closing Date Warner recognizes cumulative Net
                    Sales  from  $1,000,000  to $1,999,999,  then,  to  the
                    extent  that the  number of  License Shares  subject to
                    repurchase  shall  not  have  been  previously  reduced
                    pursuant to  subsection 5(l)  below, Warner shall  have
                    the right to repurchase 2,000,000 of the License Shares
                    at a price  of $.01 per share,  provided, however, that
                    the  License Shares  repurchasable  by Warner  shall be
                    reduced  by  1 share for  each  $2.00 of  Net  Sales in
                    excess of $1,000,000.

                         (c)  If during the period  ending three (3)  years
                    after the Closing Date Warner recognizes cumulative Net
                    Sales  from  $2,000,000  to $2,999,999,  then,  to  the
                    extent  that the  number of  License Shares  subject to
                    repurchase  shall  not  have  been  previously  reduced
                    pursuant  to subsection  5(l) below, Warner  shall have
                    the right to repurchase 1,500,000 of the License Shares
                    at a price of  $.01 per share, provided, however,  that
                    the License  Shares  repurchasable by  Warner shall  be
                    reduced  by  1 share  for each  $2.00  of Net  Sales in
                    excess of $2,000,000.

                         (d)  If during the  period ending three  (3) years
                    after the Closing Date Warner recognizes cumulative Net
                    Sales  from $3,000,000  to  $3,999,999,  then,  to  the
                    extent  that the  number of  License Shares  subject to
                    repurchase  shall  not  have  been  previously  reduced
                    pursuant to  subsection 5(l) below,  Warner shall  have
                    the right to repurchase 1,000,000 of the License Shares
                    at  a price of $.01 per  share, provided, however, that
                    the  License  Shares repurchasable  by Warner  shall be
                    reduced  by  1 share  for each  $2.00  of Net  Sales in
                    excess of $3,000,000.

                         (e)  If during  the period ending  three (3) years
                    after the Closing Date Warner recognizes cumulative Net
                    Sales from  $4,000,000  to  $4,999,999,  then,  to  the
                    extent  that the  number of  License Shares  subject to
                    repurchase  shall  not  have  been  previously  reduced
                    pursuant  to subsection 5(l)  below, Warner  shall have
                    the right  to repurchase 500,000 of  the License Shares
                    at a price  of $.01 per share,  provided, however, that
                    the  License Shares  repurchasable by  Warner shall  be
                    reduced  by  1 share  for each  $2.00  of Net  Sales in
                    excess of $4,000,000.

                    4.   Except  as  specifically   provided  herein,   the
          Original  Agreement  shall  not  be otherwise  affected  by  this
          Amendment  and shall continue to  be in full  force and effect in
          accordance with its terms.

                    5.   Each  of Software  Investments  Limited  and  Care
          Corporation Limited  represents and  warrants, on its  own behalf
          and not on behalf  of the other, to Cover-All  Technologies, Inc.
          that  (i) it  has all  requisite corporate  power to  execute and
          deliver this  Amendment, (ii) all  corporate action  on its  part
          necessary  for the authorization, execution and delivery by it of
          this  Amendment and  the performance  of all  of  its obligations
          hereunder has  been taken,  and (iii) this  Amendment constitutes
          its  valid   and  legally  binding   obligation  enforceable   in
          accordance with its terms, subject to laws of general application
          relating to  bankruptcy, insolvency and the relief of debtors and
          rules of law governing specific performance, injunctive relief or
          other equitable remedies.


                    IN WITNESS  WHEREOF, the undersigned  have entered into
          this Amendment as of the 14th day of March, 1997.
                                   ----


                                             COVER-ALL TECHNOLOGIES, INC.


                                             By: /s/ Alfred J. Moccia
                                                --------------------------
                                                   Authorized Officer


                                             SOFTWARE INVESTMENTS LIMITED


                                             By: /s/ Mark Johnston
                                                --------------------------
                                                    Authorized Officer


                                             CARE CORPORATION LIMITED


                                             By: /s/ Mark Johnston
                                                --------------------------
                                                    Authorized Officer