<PAGE>

                           BORROWER SECURITY AGREEMENT

        This SECURITY AGREEMENT (this "Agreement"), dated as of June 28, 2001,
is entered into among COVER-ALL TECHNOLOGIES INC., a Delaware corporation
("Borrower"), JOHN ROBLIN, ARNOLD SCHUMSKY AND STUART STERNBERG (collectively
referred to as "Lender"), and STUART STERNBERG, as agent for the Secured Party
(the "Agent").

                                    RECITALS

        A.      Lender, Borrower and Agent have entered into a Convertible Loan
Agreement of even date herewith (the "Loan Agreement"), pursuant to which Lender
will lend to Borrower the aggregate principal amount of $400,000 evidenced by
Borrower's 8.00% Convertible Debentures of even date herewith (the
"Debentures").

        B.      As a condition for entering into the Loan Agreement and
providing the Loan, Lender required that Borrower grant a security interest in
its assets as collateral for such Loan.

        C.      On even date herewith, Renaissance US Growth & Income Trust PLC,
a public limited company registered in England and Wales ("RUSGIT"), and BFSUS
Special Opportunities Trust PLC, a public limited company registered in England
and Wales ("BFSUS") (RUSGIT and BFSUS collectively referred to as "Renaissance")
has loaned to Borrower the aggregate principal amount of $1,400,000 evidenced by
Borrower's 8.00% Convertible Debentures.

        D.      Renaissance, Renaissance Capital Group, Inc., a Texas
corporation ("RCG"), and the Borrower have entered into a Pledge Agreement,
certain Borrower Security Agreements and Subsidiary Security Agreements of even
date herewith providing for the pledge and grants of security interests in the
pledged Shares and the Collateral to secure the payment when due of the
Obligations of the Borrower under the Loan Documents (as such terms are defined
in the Convertible Loan Agreement among Renaissance, RCG and Borrower).

        E.      Renaissance and Holder have entered into an Intercreditor
Agreement of even date herewith setting forth the relative rights and
responsibilities as creditors of Borrower.

        NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants and agreements set forth herein, the parties agree as follows:

        1. GRANT OF SECURITY INTEREST. (a) In order to secure payment when due
of the Obligations now existing or hereafter incurred, Borrower hereby
irrevocably grants to the Lender a first and prior security interest in the
following property of the Borrower (the "Collateral"), whether now owned or
existing, or hereafter acquired, owned, existing or arising (whether by

<PAGE>

contract or operation of law), and wherever located, which shall be retained by
Lender, until the Obligations have been paid in full and the Loan Agreement has
been terminated.

                (i)     All accounts (including inter-company receivables),
                        contract rights, chattel paper and rights of payment of
                        every kind (collectively, "Accounts") and instruments
                        and general intangibles of Borrower.

                (ii)    All bank accounts of Borrower.

                (iii)   All monies and property of any kind of Borrower, now or
                        hereafter in the possession or under the control of
                        Lender, Agent or a bailee of Lender.

                (iv)    All licenses, patents, patent applications, copyrights,
                        trademarks, trademark applications, trade names, assumed
                        names, service marks and service mark applications and
                        other intellectual property of Borrower.

                (v)     All inventory, equipment (including any and all computer
                        hardware and components), machinery and fixtures of
                        Borrower in all forms and wherever located, and all
                        parts and products thereof, all accessories thereto, and
                        all documents therefor.

                (vi)    All books and records (including, without limitation,
                        customer lists, credit files, tapes, ledger cards,
                        computer software and hardware, electronic data
                        processing software, computer programs, printouts and
                        other computer materials and records) of Borrower
                        evidencing or containing information regarding or
                        otherwise pertaining to any of the foregoing.

                (vii)   All accessories to, substitutions for and all
                        replacements, products and proceeds of the foregoing,
                        including, without limitation, proceeds of insurance
                        policies insuring the Collateral (including, but not
                        limited to, claims paid and premium refunds).

        2. INSURANCE ON COLLATERAL. Borrower further warrants and agrees that it
will pay for and maintain insurance in the amounts and of the types required
pursuant to Section 5.12 of the Loan Agreement.

        3. DELIVERY OF RECEIVABLES. Upon Agent's request, upon the occurrence
and during the continuance of an Event of Default, Borrower will, at any
reasonable time and at Borrower's own expense, physically deliver to Agent, all
Accounts (including inter-company receivables) assigned to Agent at any
reasonable place or places designated by Agent. Failure to deliver any Account,
or failure to deliver physical possession of any instruments, documents or
writings in respect of any Account shall not invalidate Agent's Lien and
security interest therein, except to the extent that possession may be required
by applicable law for the perfection of said Lien or security interest, in which
latter case, the Account shall be deemed to be held by the Borrower as the
custodian agent of Agent, for the benefit of Lender. Failure of Agent to demand
or require Borrower to include any Account in any schedule, to execute any
schedule, to assign and deliver

                                      -2-
<PAGE>

any schedule or to deliver physical possession of any instruments, documents or
writings related to any Account shall not relieve Borrower of its duty so to do.

        4. COLLECTION OF RECEIVABLES. Borrower hereby agrees that it shall use
commercially reasonable efforts, at its sole cost and expense and in its own
name, to promptly and diligently collect and enforce payment of all Accounts and
Borrower will defend and hold Lender and Agent harmless from any and all loss,
damage, penalty, fine or expense arising from such collection or enforcement.

        5. FINANCING STATEMENTS. Borrower agrees to execute all financing
statements and amendments thereto as Agent, on behalf of the Lender, may request
from time to time to evidence the security interest granted to Agent hereunder
and will pay the cost of all filing fees and taxes, if any, necessary to effect
the filing thereof. Wherever permitted by law, during the term of this
Agreement, Borrower authorizes Agent to file financing statements with respect
to the Collateral without the signature of Borrower, and shall give notice
thereof to Borrower. Without the written consent of Agent, Borrower will not
allow any financing statement or notice of assignment to be on file in any
public office covering any Collateral, proceeds thereof or other matters subject
to the security interest granted to Agent herein, unless such financing
statement relates to a Permitted Lien.

        6. LENDER'S PAYMENT OF CLAIMS. Lender may, in its sole discretion,
discharge or obtain the release of any Lien asserted by any Person against the
Collateral, other than a Permitted Lien which, in the Lender's judgment, may
have a Material Adverse Effect on the Lender's rights with respect to the
Collateral. All sums paid by Lender in respect thereof shall be payable, on
demand, by Borrower to Lender and shall be a part of the Obligations.

        7. DEFAULT AND REMEDIES.

                a.      Borrower shall be in default hereunder upon the
                        occurrence and during the continuation of an Event of
                        Default, as set forth in the Loan Agreement.

                b.      Upon the occurrence and during the continuation of any
                        Event of Default (i) unless Lender or Agent shall elect
                        otherwise, the entire unpaid amount of the Obligations
                        due under the Loan Agreement, as are not then otherwise
                        due and payable, shall become immediately due and
                        payable without notice to Borrower or demand by Lender
                        or Agent and (ii) either Lender or Agent may, at its or
                        their option, exercise from time to time any and all
                        rights and remedies available to them under the Uniform
                        Commercial Code or otherwise, including the right to
                        foreclose or otherwise realize upon the Collateral and
                        to dispose of any of the Collateral at one or more
                        public or private sales or other proceedings, and
                        Borrower agrees that any of Lender, Agent or their
                        nominee may become the purchaser at any such sale or
                        sales. Borrower agrees that twenty (20) days shall be
                        reasonable prior notice of the date of any public sale
                        or other disposition of the same. All rights and
                        remedies granted Lender hereunder or under any other
                        agreement between Lender and Borrower shall be

                                      -3-
<PAGE>

                        deemed concurrent and cumulative and not alternative,
                        and Lender, or Agent on its behalf, may proceed with any
                        number of remedies at the same time or at different
                        times until all the Obligations are fully satisfied. The
                        exercise of any one right or remedy shall not be deemed
                        a waiver or release of, or an election against, any
                        other right or remedy. Borrower shall pay to Lender or
                        Agent, on demand, any and all expenses (including
                        reasonable attorneys' fees and legal expenses) which may
                        have been incurred by Lender or Agent (i) in the
                        prosecution or defense of any action arising under this
                        Agreement, the Collateral or any of Lender's rights
                        therein or thereto; or (ii) in connection with the
                        custody, preservation, use, operation, preparation for
                        sale or sale of the Collateral, the incurring of all of
                        which are hereby authorized to the extent Lender or
                        Agent deem the same advisable. Borrower's liability to
                        Lender or Agent for any such payment shall be included
                        in the Obligations. The proceeds of any Collateral
                        received by Lender or Agent at any time before or after
                        an Event of Default, whether from a sale or other
                        disposition of Collateral or otherwise, or the
                        Collateral itself, may be applied to the payment, in
                        full or in part, of such of the Obligations and in such
                        order and manner as Lender or Agent may elect.

        8. REPRESENTATIONS AND COVENANTS OF BORROWER. Borrower hereby represents
to and agrees with Lender as follows:

                a.      Borrower owns the Collateral as sole owner, free and
                        clear of any Liens, other than Permitted Liens.

                b.      So long as any Obligations remain unpaid, Borrower
                        agrees not to sell, assign or transfer the Collateral,
                        other than sales of Collateral in the ordinary course of
                        business, and to maintain it free and clear of any
                        Liens, other than Permitted Liens.

        9. MISCELLANEOUS.

                a.      This Agreement shall bind and inure to the benefit of
                        the parties and their respective heirs, personal
                        representatives, successors and assigns, except that
                        Borrower shall not assign any of its rights hereunder
                        without the prior written consent of holders of more
                        than 50% of the principal amount of the then outstanding
                        Debentures.

                b.      Any provision hereof which is prohibited or
                        unenforceable in any jurisdiction shall, as to such
                        jurisdiction, be ineffective to the extent of such
                        prohibition or unenforceability without affecting the
                        validity or enforceability of the remainder of this
                        Agreement or the validity or enforceability of such
                        provision in any other jurisdiction.

                                      -4-
<PAGE>

                c.      This Agreement shall be governed by and construed and
                        enforced in accordance with the substantive laws of the
                        State of New York, without regard to the conflicts of
                        laws provisions thereof, and the applicable laws of the
                        United States. Venue and jurisdiction shall be in the
                        state or federal courts in New York County, New York.

                d.      Borrower hereby consents to the jurisdiction of the
                        courts of the State of New York in any action or
                        proceeding which may be brought against it under or in
                        connection with this Agreement or any transaction
                        contemplated hereby or to enforce any agreement
                        contained herein and, in the event any such action or
                        proceeding shall be brought against it, Borrower agrees
                        not to raise any objection to such jurisdiction or to
                        the laying of venue in New York County, New York or, if
                        applicable, any other county in any state in which
                        Collateral is located.

                e.      All capitalized terms, unless otherwise specified, have
                        the meanings assigned to them in the Loan Agreement and
                        the Debentures.

                f.      Any notices or other communications required or
                        permitted to be given by this Agreement or any other
                        documents and instruments referred to herein must be (i)
                        given in writing and personally delivered, mailed by
                        prepaid certified or registered mail or sent by
                        overnight service, such as FedEx, or (ii) made by telex
                        or facsimile transmission delivered or transmitted to
                        the party to whom such notice or communication is
                        directed, with confirmation thereupon given in writing
                        and personally delivered or mailed by prepaid certified
                        or registered mail.

        If to Borrower to:

        Cover-All Technologies Inc.
        18-01 Pollitt Drive
        Fair Lawn, NJ 07410
        Attn.: John W. Roblin
               Chairman and CEO

        Telephone:  (201) 794-4800
        Facsimile:  (201) 475-9287

        with a copy to:

        Piper Marbury Rudnick & Wolfe LLP
        1251 Avenue of the Americas
        New York, New York 10021
        Attn: Leonard Gubar, Esq.
        Telephone:  (212) 835-6020
        Facsimile:  (212) 835-6001

                                      -5-
<PAGE>

        If to Lender to:

        John Roblin
        c/o 18-01 Pollitt Drive
        Fair Lawn, NJ 07410
        Attn.: John W. Roblin
               Chairman and CEO
        Telephone:  (201) 794-4800
        Facsimile:  (201) 475-9287

        Arnold Schumsky
        c/o Spear, Leeds & Kellogg
        120 Broadway
        New York, New York  10271
        Telephone:  (212) 433-7046
        Facsimile:  (212) 433-7299

        and

        Stuart Sternberg
        c/o Spear, Leeds & Kellogg
        120 Broadway
        New York, New York  10271
        Telephone:  (212) 433-7046
        Facsimile:  (212) 433-7299

        If to Agent to:

        Stuart Sternberg
        c/o Spear, Leeds & Kellogg
        120 Broadway
        New York, New York  10271
        Telephone:  (212) 433-7046
        Facsimile:  (212) 433-7299

                Any notice delivered personally in the manner provided herein
        will be deemed given to the party to whom it is directed upon the
        party's (or its agent's) actual receipt. Any notice addressed and mailed
        in the manner provided herein will be deemed given to the party to whom
        it is addressed at the close of business, local time of the recipient,
        on the fourth business day after the day it is placed in the mail, or,
        if earlier, the time of actual receipt.

                g.      Capitalized terms used herein, unless otherwise defined
                        herein, have the definitions given them in the Loan
                        Agreement among Borrower, Lender and Agent.


                                      -6-
<PAGE>

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK;
                            SIGNATURE PAGE FOLLOWS.]















                                      -7-
<PAGE>

        IN WITNESS WHEREOF, this Agreement has been duly executed as of the date
and year written above.

                                       BORROWER:

                                       COVER-ALL TECHNOLOGIES INC.



                                       By:   /s/ John W. Roblin
                                             -----------------------------------
                                             John W. Roblin, Chairman and CEO

                                       LENDER:

                                       By:   /s/ John W. Roblin
                                             -----------------------------------
                                             John W. Roblin


                                       By:   /s/ Arnold Schumsky
                                             -----------------------------------
                                             Arnold Schumsky


                                       By:   /s/ Stuart Sternberg
                                             -----------------------------------
                                             Stuart Sternberg

                                       AGENT:


                                       By:   /s/ Stuart Sternberg
                                             -----------------------------------
                                             Stuart Sternberg




                                      -8-