SECURED PROMISSORY NOTE

                                                            New York, New York
 4,500,000                                                      March 31, 1998

            FOR VALUE RECEIVED, the undersigned, 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  ("Payor"),   hereby  unconditionally   promises  to  pay  to  COVER-ALL
TECHNOLOGIES  INC., a Delaware  corporation  having  principal  offices at 18-01
Pollitt Drive,  Fair Lawn, New Jersey 07410  ("Holder"),  in lawful money of the
United States of America and in immediately  available funds, in accordance with
the terms  hereof,  the principal  amount of FOUR MILLION FIVE HUNDRED  THOUSAND
DOLLARS ($4,500,000).  Principal shall be paid in equal semi-annual installments
of $500,000 unless  accelerated  pursuant to the terms hereof (the  "Semi-Annual
Payment(s)").  The  first  Semi-Annual  Payment  shall  be due  and  payable  on
September 30, 1998 and  Semi-Annual  Payments shall continue  thereafter on each
March 31 and  September  30 until  paid in full,  absent  an  acceleration.  All
payments hereunder shall be made by wire transfer to such account as Holder may,
from time to time, designate. If Holder fails to designate such account, payment
shall be made at the address of Holder set forth herein.

            The last semi-annual installment payable on this Note shall be in an
amount  sufficient to pay in full the entire unpaid  principal of this Note. All
obligations of Payor to make payments  hereunder are absolute and  unconditional
and all payments of principal or any other sum due under this Note shall be made
without set-off, deduction or counterclaim.

            This  Note is being  issued  and  delivered  by Payor to  Holder  in
connection  with  the  consummation  of the  transactions  contemplated  by that
certain Repurchase Agreement of even date herewith (the "Repurchase  Agreement")
between  Payor and Holder.  Pursuant to the terms of a Pledge  Agreement of even
date herewith  between Payor and Holder (the "Pledge  Agreement"),  repayment of
this Note is  secured  by the  pledge  of,  initially,  1,687,500  shares of
Cover-All  Technologies  Inc. common stock, $.01 par value per share (subject to
reduction  or increase  from time to time as provided in Section 3 of the Pledge
Agreement)  owned by Payor (the  "Pledged  Shares"),  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  (the
"Collateral").  Holder shall be entitled to all of the benefits set forth in the
Pledge Agreement.

            This Note may be prepaid,  in whole or in part, at any time by Payor
without premium or penalty.

            If any one or more of the following events (hereinafter  referred to
as "Events of Default") shall have occurred and be continuing: (a) if payment of
the principal  amount of, and/or any other amount due under,  this Note (whether
scheduled, by acceleration or otherwise)

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is not paid when due;  (b) if Payor shall (i) admit in writing its  inability to
pay its debts as they become  due;  (ii) file a petition  in  bankruptcy  or for
reorganization  or for the  adoption  of an  arrangement  under any  existing or
future law of any jurisdiction,  domestic or foreign, relating to bankruptcy, or
an  answer  or  other  pleading  admitting  or  failing  to  deny  the  material
allegations  of such a petition or seeking,  consenting to or acquiescing in the
relief therein provided;  (iii) make a general assignment for the benefit of its
creditors; (iv) consent to the appointment of a receiver,  trustee, custodian or
other similar official for all or any substantial part of its property or to the
filing of a petition  against it under said bankruptcy law; (v) be adjudicated a
bankrupt;  (vi) have  entered  against it a court order  appointing  a receiver,
trustee,  custodian or other similar official for all or any substantial part of
its property, or approving a filing in good faith of a petition filed against it
under said bankruptcy law (in both cases without its consent), which court order
or filing is not vacated or dismissed  within 60 days from its being  entered or
filed;  (vii) allow the  assumption  of custody or  sequestration  by a court of
competent  jurisdiction  of all or any  substantially  part of its property;  or
(viii) permit an attachment to be made on any  substantial  part of its property
or assets;  or (c) if an Event of Default (as such term is defined in the Pledge
Agreement)  shall have  occurred  under the Pledge  Agreement,  as  specified in
Section 9 thereof,  and such default  shall not have been cured or waived within
ten days after notice thereof by Holder to Payor;

then, and in each and every such case,  Holder may declare the then  outstanding
principal  amount or any other amount due under this Note to be immediately  due
and payable and thereupon,  such amounts shall become so due and payable without
presentation,  protest or further demand or notice of any kind, all of which are
hereby expressly waived, and Holder shall be entitled to receive,  to the extent
lawful,  interest at the rate equal to the rate of interest  publicly  announced
from time to time by Citibank, N.A. as its prime rate plus 5% until paid in full
on the entire  accelerated  unpaid amount from the date of acceleration  through
the date of collection,  together with  reasonable  attorneys' fees and expenses
for the collection of such amounts.  Holder may also proceed to enforce  payment
of all  obligations  of Payor and exercise any or all of the rights and remedies
with respect to the security  afforded to Holder by the Uniform  Commercial Code
in effect  from time to time in the State of New York (or as in effect from time
to time in any and all other applicable jurisdictions), or otherwise.

            No course of  dealing  between  Payor and Holder or any delay on the
part of Holder in exercising any rights  hereunder  shall operate as a waiver of
any  rights of  Holder,  except to the  extent  expressly  waived in  writing by
Holder.  No delay or omission by Holder to exercise  any right  hereunder  shall
impair any such right or operate as a waiver thereof or of default hereunder nor
shall any  single  or  partial  exercise  thereof  preclude  any other or future
exercise  thereof,  or the  exercise of any other right.  The remedies  provided
herein are cumulative  and are not exclusive of any remedies  provided by law or
in equity. Payor hereby waives, demand, notice of presentment,  protest,  notice
of  dishonor  and  protest,  rights of  extension  and any  defense by reason of
extension of time, estoppel or other indulgences granted by Holder.

            Anything  in  this  Note,  the  Repurchase  Agreement,   the  Pledge
Agreement or any other document to the contrary  notwithstanding,  Holder agrees
to look  solely and only to the  Collateral  for the  payment,  performance  and
observance of all of the obligations under this Note, and Holder, for itself and
its successors and assigns, hereby expressly waives any rights to enforce

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payment or performance by Payor,  its  subsidiaries or  shareholders,  or its or
their shareholders,  directors,  officers,  agents, employees or partners, or to
recover  damages  for any breach of  warranty,  covenant or  agreement  of Payor
hereunder or  thereunder,  other than to proceed  against the  Collateral in the
event of any such Event of Default hereunder.

            Any  notice,  presentation  or demand to or upon Payor in respect of
this Note may be given or made in  writing  and shall be deemed to be duly given
if delivered personally, by registered or certified mail, postage prepaid, or by
a nationally recognized overnight courier service to the address set forth above
or, if any other  address  shall at any time be  designated  for this purpose by
Payor in writing to Holder, to such other address.

            The provisions of this Note shall be construed and interpreted,  and
all rights and obligations hereunder determined,  in accordance with the laws of
the State of New York, excluding rules relating to conflicts of law.

            Any suit, action or proceeding against any party hereto with respect
to this Note,  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.

            Payor hereby  irrevocably  appoints  Gardere & Wynne,  L.L.P. as its
agent for receipt of service of process from Holder or any of its  successors or
assigns in respect of any matter relating to or in connection with this Note and
the transactions  contemplated hereby including, but not limited to, all matters
of construction, validity and performance of this Note. Payor hereby agrees that
service upon it shall be effective if made by notice to Gardere & Wynne, L.L.P.,
1601 Elm Street,  Suite 3000,  Dallas,  Texas 75201,  Attention Alan J. Perkins,
Esq.

            If any term or provision of this Note shall be held invalid, illegal
or unenforceable, the validity of all other terms and provisions hereof shall in
no way be affected thereby.

            No  modification  or  waiver of any of the  provisions  of this Note
shall be effective unless in writing and signed by Holder,  and then only to the
extent set forth in said writing,  nor shall any such  modification or waiver be
applicable except in the specific instance for which it is given.



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            IN WITNESS WHEREOF, Payor has duly executed this Note on the day and
year first above written.

                            CARE CORPORATION LIMITED


                                          By:
Mark Johnston                             Name:
Director                                  Title:

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