Exhibit 10(z)(ii)



             THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
             OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW
                                       ---
             AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN MAY BE
             TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
             EXEMPTION THEREFROM UNDER SUCH ACT OR SUCH LAWS AND RULES
             AND REGULATIONS THEREUNDER.


                             COVER-ALL TECHNOLOGIES, INC.


                                   CONVERTIBLE NOTE

                                                       New York, New York
             $250,000.00                                   March 14, 1997


                       FOR VALUE RECEIVED, Cover-All Technologies, Inc.,
             a Delaware corporation (the "Company"), hereby promises to
                                          -------
             pay to Atlantic Employers Insurance Company, a New Jersey
             corporation, or its registered assigns (the "Holder"), the
                                                          ------
             principal sum of TWO HUNDRED FIFTY THOUSAND DOLLARS
             ($250,000.00), together with interest thereon from the date
             hereof (computed on the basis of a 360-day year and actual
             days elapsed) at the rate of 12.5% per annum (but in no
             event to exceed the maximum rate permitted under applicable
             provisions of law).  Subject to the prior automatic
             conversion of this Note pursuant to Section 2 hereof, the
             principal of and accrued interest on this Note shall be due
             and payable on the earlier to occur of (i) the closing of a
             "permanent financing" (as defined in Section 5.6 hereof) by
             the Company, and (ii) when declared due and payable by the
             Holder, or when this Note automatically becomes due and
             payable, upon the occurrence of an Event of Default (as
             defined below); provided, that the Holder shall, in either
                             --------
             event, have the option to convert this Note pursuant to
             Section 2.2 hereof in lieu of the repayment by the Company
             of the principal and accrued interest due hereunder.  The
             date on which this Note becomes due and payable is referred
             to herein as the "Maturity Date."  The payment of principal
                               -------------
             and interest shall be made in such coin or currency of the
             United States of America as at the time of payment shall be
             legal tender for the payment of public and private debts. 
             Principal and interest on this Note shall be paid by wire
             transfer in accordance with the written instructions of the
             Holder or, in the absence of such instructions, by check
             mailed to the Holder's address set forth in the Purchase
             Agreement (as defined below).  This Note may be prepaid at
             any time, in whole or in part, without premium or penalty,
             and the amount of the prepayment shall be applied first to
             accrued interest and the remainder to the unpaid principal
             balance hereof.  This Note is issued pursuant to that
             certain Convertible Note Purchase Agreement between the
             Company, the Holder and certain other purchasers of similar
             notes, dated as of the date hereof (the "Purchase
                                                      --------
             Agreement"), and the Holder of this Note is entitled to
             ---------
             certain rights and privileges set forth in the Purchase
             Agreement.

                       1.   EVENTS OF DEFAULT.
                            -----------------

                            1.1  If any of the following events specified
             in this Section 1 shall occur (herein individually referred
             to as an "Event of Default"), then (i) with respect to the
                       ----------------
             Events of Default set forth in clauses (i), (ii), (iii),
             (iv) and (v), the Holder of this Note may, so long as such
             condition exists, declare the entire principal and unpaid
             accrued interest hereunder to be immediately due and
             payable, by notice in writing to the Company, and (ii) with
             respect to the Events of Default set forth in clauses (vi)
             and (vii), this Note shall automatically become immediately
             due and payable:

                              (i)     default in the payment of the
                       principal of or accrued interest on this Note when
                       due and payable, whether on the Maturity Date, by
                       acceleration or otherwise;

                             (ii)     any representation or warranty made
                       by the Company in the Purchase Agreement shall
                       have been incorrect in any material respect when
                       made;

                            (iii)     the Company shall default in the
                       performance or observance of any term, covenant,
                       condition or agreement contained in this Note
                       (other than the payment of principal or interest
                       hereunder) or in the Purchase Agreement and, if
                       capable of being remedied, such default shall
                       continue unremedied for a period of twenty (20)
                       days after written notice shall have been given by
                       the Holder to the Company;
                       
                             (iv)     this Note or the Purchase Agreement
                       shall cease to be enforceable in accordance with
                       its terms against the Company, or the Company
                       shall so state in writing;

                              (v)     the Company shall default beyond
                       any period of grace provided with respect thereto
                       in the payment of principal of, premium, if any,
                       or interest on any obligation in an amount in
                       excess of $50,000 in respect of borrowed money
                       when due, whether by acceleration or otherwise; or
                       the Company shall default in the performance or
                       observance of any other agreement under which any
                       such obligation is created, if the effect of any
                       such default is to cause or permit the holder or
                       holders of such obligation (or a trustee on behalf
                       of such holder or holders) to cause such
                       obligation to become due prior to the date of its
                       stated maturity, unless such holder or holders or
                       trustee shall have waived such default after its
                       occurrence or unless such holder or holders or
                       trustee shall have failed to give any notice
                       required to create an event of default thereunder;

                             (vi)     the institution by the Company of
                       proceedings to be adjudicated as bankrupt or
                       insolvent, or the consent by it to the institution
                       of bankruptcy or insolvency proceedings against
                       it, or the filing by it of a petition or answer or
                       consent seeking reorganization or release under
                       the Federal Bankruptcy Act or any other applicable
                       federal or state law, or the consent by it to the
                       filing of any such petition or the appointment of
                       a receiver, liquidator, assignee, trustee or other
                       similar official of the Company, or the making by
                       it of an assignment for the benefit of creditors,
                       or the taking of corporate action by the Company
                       in furtherance of any such action; or

                            (vii)     if, within sixty (60) days after
                       the commencement of an action against the Company
                       seeking any bankruptcy, insolvency,
                       reorganization, liquidation, dissolution or
                       similar relief under any present or future
                       statute, law or regulation, such action shall not
                       have been resolved in favor of the Company or all
                       orders or proceedings thereunder affecting the
                       operations or the business of the Company stayed,
                       or if the stay of any such order or proceeding
                       shall thereafter be set aside, or if, within sixty
                       (60) days after the appointment, without the
                       consent or acquiescence of the Company, of any
                       trustee, receiver or liquidator of the Company or
                       of all or any substantial part of its properties,
                       such appointment shall not have been vacated.

                            1.2  In the case any one or more of the
             Events of Default specified in Section 1.1 hereof shall have
             occurred and be continuing, the Holder may, subject to the
             provisions of Section 1.3 hereof, proceed to protect and
             enforce its rights hereunder, either by suit in equity
             and/or by action at law, whether for the specific
             performance of any covenant or agreement contained in this
             Note, or the Holder may proceed to enforce the payment of
             all sums due upon this Note or to enforce any other legal or
             equitable right of the Holder.  If an Event of Default shall
             have occurred and the Holder shall employ attorneys, or
             incur other costs and expenses for the collection of
             payments due or to become due, or for the enforcement or
             performance or observance of any obligation or agreement of
             the Company under this Note, the Company agrees that it will
             pay to the Holder, on demand, the fees of such attorney
             together with all other costs and expenses incurred by the
             Holder.

                            1.3  No remedy herein conferred upon the
             Holder is intended to be exclusive of any other remedy and
             each and every such remedy shall be cumulative and shall be
             in addition to every other remedy given hereunder or now or
             hereafter existing at law or in equity or by statute or
             otherwise.

                            1.4  No course of dealing between the Company
             and the Holder or any delay on the part of the Holder hereof
             in exercising any rights hereunder shall operate as a waiver
             of any rights of the Holder hereof.

                       2.   CONVERSION.
                            ----------

                            2.1  Automatic Conversion.  Unless this Note
                                 --------------------
             shall have been previously paid in full or converted
             pursuant to Section 2.2, the outstanding principal amount of
             this Note and accrued and unpaid interest thereon
             automatically shall be converted into fully paid and
             nonassessable shares of common stock, par value $0.01 per
             share, of the Company (the "Common Stock"), on the close of
                                         ------------
             business on May 31, 1997.  The number of shares of Common
             Stock into which this Note will be so converted shall be
             determined by dividing the aggregate principal amount and
             interest to be converted by the Conversion Price (as defined
             below) in effect at the time of such conversion.  The
             conversion price (the "Conversion Price") initially shall
                                    ----------------
             equal $1.00, and shall be subject to adjustment as provided
             in Section 3.  

                            2.2  Optional Conversion on Maturity Date. 
                                 ------------------------------------
             On the Maturity Date and at the Holder's option, the Holder
             may elect to convert this Note into shares of Common Stock
             in lieu of the repayment by the Company of the principal and
             accrued interest due hereunder.  The number of shares into
             which this Note will be so converted will be determined by
             reference to the Conversion Price in effect on the Maturity
             Date.  In order to so convert this Note, the Holder shall
             notify the Company of its election to do so three (3) days
             prior to the closing of a permanent financing or promptly
             upon Holder's receiving notification of the occurrence of an
             Event of Default, as the case may be.

                            2.3  Mechanics and Effect of Conversion.  No
                                 ----------------------------------
             fractional shares of Common Stock will be issued upon
             conversion of this Note.  In lieu of any fractional shares
             to which the Holder would otherwise be entitled, the Company
             will pay to the Holder the cash value of any fractional
             share.  Upon conversion of this Note into Common Stock
             pursuant to Sections 2.1 or 2.2, the Holder shall surrender
             this Note at the principal executive offices of the Company,
             together with a written notice  stating the name or names
             (with address or addresses) in which the certificate or
             certificates for shares of Common Stock which shall be
             issuable on such conversion shall be issued.  At its
             expense, the Company will, as soon as practicable after
             receipt of this Note, issue and deliver to such Holder at
             such principal executive office, a certificate or
             certificates for the number of shares of Common Stock to
             which such Holder is entitled upon such conversion, together
             with any other securities and property to which the Holder
             is entitled upon such conversion under the terms of this
             Note, including a check payable to the Holder for any cash
             amounts payable in respect of fractional shares.  Whether or
             not the Holder so delivers this Note and such notice as
             aforesaid, such conversion shall be deemed to have been made
             on the close of business on the date set forth in Section
             2.1 on which this Note automatically converts, or on the
             close of business on the Maturity Date, as the case may be,
             and the Holder shall be treated for all purposes as the
             record holder of such shares of Common Stock as of such
             date.

                       3.   ANTI-DILUTION AND OTHER PROVISIONS.
                            ----------------------------------

                            3.1  Adjustments for Stock Dividends,
                                 --------------------------------
             Subdivisions, Combinations and Reclassifications.  If the
             ------------------------------------------------
             Company shall (i) pay a stock dividend or make a
             distribution to holders of Common Stock in shares of its
             Common Stock, (ii) subdivide its outstanding shares of
             Common Stock, (iii) combine its outstanding shares of Common
             Stock into a smaller number of shares, or (iv) issue by
             reclassification of its shares of Common Stock any shares of
             capital stock of the Company, then (A) the Conversion Price
                                           ----
             shall be increased or decreased, as the case may be, to an
             amount which shall bear the same relation to the Conversion
             Price in effect immediately prior to such action as the
             total number of shares of Common Stock outstanding
             immediately prior to such action shall bear to the total
             number of shares of Common Stock outstanding immediately
             after such action, and (B) this Note automatically shall be
             adjusted so that it thereafter shall be convertible into the
             kind and number of shares of Common Stock or other
             securities which the Holder would have owned and would have
             been entitled to receive after such action if this Note had
             been converted immediately prior to such action or any
             record date with respect thereto.  An adjustment made
             pursuant to this Section 3.1 shall become effective
             retroactively immediately after the record date in the case
             of a dividend or distribution of Common Stock and shall
             become effective immediately after the effective date in the
             case of a subdivision, combination or reclassification.

                            3.2  Adjustment for Certain Distributions. 
                                 ------------------------------------
             If the Company shall fix a record date for the making of a
             distribution to all holders of Common Stock (including,
             without limitation, any such distribution made in connection
             with a consolidation or merger in which the Company is the
             continuing corporation) of (i) assets (including cash
             dividends), (ii) equity or debt securities of the Company
             (except for the Common Stock of the Company) or evidences of
             indebtedness of the Company, (iii) equity or debt securities
             of any corporation other than the Company or evidences of
             indebtedness of any such corporation, or (iv) subscription
             rights, options or warrants to purchase any of the foregoing
             assets or securities, whether or not such rights, options or
             warrants are immediately exercisable (hereinafter
             collectively called "Distributions on Common Stock"), the
                                  -----------------------------
             Company shall make provisions for the Holder to receive upon
             conversion of this Note a proportional amount (depending
             upon the extent to which this Note is converted) of such
             assets, equity or debt securities, evidences of indebtedness
             or such other rights, as if such Holder had converted this
             Note on or before such record date.

                            3.3  Adjustment for Consolidations and
                                 ---------------------------------
             Mergers.  In case of any consolidation or merger of the
             -------
             Company with or into another corporation or the sale of all
             or substantially all of the assets of the Company to another
             corporation, this Note thereafter shall be convertible into
             the kind and amount of shares of stock or other securities
             or property to which a holder of the number of shares of
             Common Stock issuable upon conversion of this Note would
             have been entitled upon such consolidation, merger or sale;
             and, in such case, appropriate adjustment (as determined in
             good faith by the Board of Directors of the Company) shall
             be made in the application of the provisions in this Section
             3, to the end that the provisions set forth in this Section
             3 (including provisions with respect to changes in and
             adjustments of the number of shares of Common Stock into
             which this Note is convertible) shall thereafter be
             applicable, as nearly as reasonably may be, in relation to
             any shares of stock or other securities or property
             thereafter deliverable upon the conversion of this Note.

                            3.4  Other Dilutive Events.  If any event
                                 ---------------------
             shall occur as to which the provisions of this Section 3
             shall not be strictly applicable, but with respect to which
             the failure to make any adjustment to the Conversion Price
             and the number of shares of Common Stock issuable upon
             conversion of this Note would not fairly protect the
             conversion rights contained in this Note in accordance with
             the intent and principles of this Section 3, upon request of
             the Holder, the Company shall appoint a firm of independent
             public accountants reasonably acceptable to the Holder which
             shall give its opinion upon the adjustments, if any,
             consistent with the intent and principles established in
             this Section 3 necessary to preserve without dilution the
             conversion rights represented by this Note.  Upon receipt of
             such opinion, the Company will promptly mail a copy thereof
             to the Holder and shall make the adjustments described
             therein.

                            3.5  No Impairment.  The Company will not, by
                                 -------------
             amendment of its certificate of incorporation or through any
             reorganization, transfer of assets, consolidation, merger,
             dissolution, issue or sale of securities or any other
             voluntary action, avoid or seek to avoid the observance or
             performance of any of the terms to be observed or performed
             hereunder by the Company, but will at all times in good
             faith assist in the carrying out of all the provisions of
             this Section 3 and in the taking of all such action as may
             be necessary or appropriate in order to protect the
             conversion rights of the Holder against impairment.

                            3.6  Notices to Holder.
                                 -----------------

                            If at any time,

                            (a)  the Company shall take any action which
                       would require an adjustment pursuant to this
                       Section 3 in the Conversion Price or in the number
                       of shares of Common Stock issuable upon conversion
                       of this Note; or

                            (b)  the Company shall authorize the making
                       to the holders of its Common Stock of any
                       Distributions on Common Stock as set forth in
                       Section 3.2; or

                            (c)  the Company shall issue any additional
                       shares of Common Stock or declare any dividend (or
                       any other distribution) on its Common Stock; or

                            (d)  there shall be any capital
                       reorganization or reclassification of the Common
                       Stock, or any consolidation or merger to which the
                       Company is a party, or any sale or transfer of all
                       or substantially all of the assets of the Company;
                       or

                            (e)  there shall be a voluntary or
                       involuntary dissolution, liquidation or winding up
                       of the Company;

             then, in any one or more of such cases, the Company shall
             ----
             give written notice to the Holder, not less than twenty (20)
             days before any record date or other date set for definitive
             action, or of the date on which such reorganization,
             reclassification, sale, consolidation, merger, dissolution,
             liquidation or winding up shall take place, as the case may
             be.  Such notice also shall set forth such facts as shall
             indicate the effect of such action (to the extent such
             effect may be known at the date of such notice) on the
             current Conversion Price and the kind and amount of Common
             Stock and other securities and property deliverable upon
             conversion of this Note.  Such notice also shall specify the
             date as of which the holders of the Common Stock of record
             shall be entitled to exchange their Common Stock for
             securities or other property deliverable upon such
             reorganization, reclassification, sale, consolidation,
             merger, dissolution, liquidation or winding up, as the case
             may be.

                            3.7  Reservation of Stock.  The Company
                                 --------------------
             covenants that it will at all times reserve and keep
             available, solely for issuance upon conversion of this Note,
             such number of shares of Common Stock as shall then be
             sufficient to effect conversion of this Note.  If at any
             time the number of authorized but unissued shares of Common
             Stock shall not be sufficient to effect the conversion of
             this Note, the Company will take such corporate action as
             may, in the opinion of its counsel, be necessary to increase
             its authorized but unissued shares of Common Stock to such
             number of shares as shall be sufficient for such purpose;
             provided, however, that the Company will not take any action
             --------  -------
             which results in any adjustment of the Conversion Price if
             the total number of shares of Common Stock issued and
             issuable after such action upon conversion of this Note
             would exceed the total number of shares of Common Stock then
             authorized by the certificate of incorporation of the
             Company.

                            3.8  Notice of Adjustment of Conversion
                                 ----------------------------------
             Price.  Upon any adjustment of the Conversion Price, then
             -----
             and in each such case the Company shall give notice thereof
             to the Holder, which notice shall state the Conversion Price
             resulting from such adjustment, setting forth in reasonable
             detail the method of calculation and the facts upon which
             such calculation is based.

                            3.9  Closing of Books.  The Company will at
                                 ----------------
             no time close its transfer books against the transfer of any
             shares of Common Stock issued or issuable upon the
             conversion of this Note in any manner which interferes with
             the timely conversion of this Note.

                       4.   EXCHANGE OR REPLACEMENT OF NOTE.
                            -------------------------------
             
                            4.1  The Holder, at its option, may in person
             or by duly authorized attorney surrender this Note for
             exchange, at the principal executive offices of the Company,
             and, at the expense of the Company, receive in exchange
             therefor a new Note in the same aggregate principal amount
             as the aggregate unpaid principal amount of the Note so
             surrendered, bearing interest at the same annual rate as the
             Note so surrendered and otherwise in substantially the form
             of the Note so surrendered.

                            4.2  Upon receipt by the Company of evidence
             satisfactory to it of the loss, theft, destruction or
             mutilation of this Note, and (in case of loss, theft or
             destruction) of an indemnity reasonably satisfactory to it,
             and upon surrender and cancellation of this Note, if
             mutilated, the Company, upon reimbursement to it of
             reasonable expenses incidental thereto, will make and
             deliver a new Note, of like tenor, in lieu of this Note.

                            4.3  Any Note made and delivered in
             accordance with the provisions of this Section 5 shall be
             dated as of the original issuance date.

                       5.   MISCELLANEOUS.
                            -------------

                            5.1  The Company hereby waives presentment
             for payment, demand, notice of non-payment, protest and
             notice of protest.

                            5.2  This Note shall be binding upon the
             Company and its successors and assigns and shall inure to
             the benefit of the Holder and its successors, assigns and
             transferees.

                            5.3  All headings used herein are for
             convenience only and shall not be used to construe or
             interpret this Note.

                            5.4  All notices required or permitted under
             this Note shall be given in writing and shall be sent in
             accordance with the provisions of Section 8.9 of the
             Purchase Agreement.

                            5.5  THIS NOTE SHALL BE GOVERNED BY THE LAWS
             OF THE STATE OF DELAWARE.  ANY JUDICIAL PROCEEDING INVOLVING
             ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING
             TO THIS NOTE SHALL BE BROUGHT ONLY IN A COURT LOCATED IN THE
             STATE OF DELAWARE AND EACH OF THE PARTIES HERETO (I)
             UNCONDITIONALLY ACCEPTS THE EXCLUSIVE JURISDICTION OF SUCH
             COURTS AND ANY RELATED APPELLATE COURT AND IRREVOCABLE
             AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY, AND
             (II) IRREVOCABLY WAIVES ANY OBJECTION SUCH PARTY MAY NOW OR
             HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH PROCEEDING
             BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN
             INCONVENIENT FORUM.  

                            5.6  For purposes hereof, the term "permanent
                                                                ---------
             financing" means a transaction (whether or not arranged by
             ---------
             Tandem (as defined in the Purchase Agreement)) pursuant to
             which the Company receives no less than $2.5 million of
             proceeds from an institutional investor (or investors),
             which transaction may either be in the form or the sale of
             Company equity or the incurrence by the Company of
             indebtedness (or both), and, if the transaction is the
             incurrence of debt (in whole or in part), such indebtedness
             is due no less than one (1) year from the date of its
             incurrence.

                       IN WITNESS WHEREOF, the Company has executed this
             Note on the date specified above.

                                      COVER-ALL TECHNOLOGIES, INC.



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