COVER-ALL TECHNOLOGIES INC.
                               18-01 POLLITT DRIVE
                           FAIR LAWN, NEW JERSEY 07410

                                February 28, 2000

Mr. Brian Magowan
c/o Turnbury Associates
Box 427
1272 Turnbury Lane
Gywnedd, Pennsylvania  19436

Dear Brian:

            This letter sets forth the separation and release agreement we have
entered into with respect to your resignation from Cover-All Technologies Inc.,
a Delaware corporation (the "Company"), and Cover-All Systems, Inc., a Delaware
corporation and wholly-owned subsidiary of the Company ("CASI"), as of November
15, 1999.

            1. You hereby acknowledge and agree that the services agreement
between the Company and Turnbury and your employment as an officer of the
Company and CASI was terminated on and as of November 15, 1999.

            2. You hereby agree to resign as a director of the Company and CASI
immediately with retroactive effect as of November 15, 1999 by executing and
returning to the Company the letter of resignation attached to this letter as
Exhibit A.

            3. The Company hereby acknowledges that during your tenure as
Chairman and Chief Executive Officer, you were granted an aggregate of 400,000
options to purchase shares of the Company's common stock for $1.25 per share,
and pursuant to the terms of your Non-Qualified Stock Option Agreement, dated
April 29, 1997 (the "Option Agreement"), due to your departure from the Company,
100,000 of such options will expire on November 15, 2001 (two years from the
date of your departure) and the remaining 300,000 of such options expired on
February 13, 2000 (90 days from the date of your departure). The Company further
acknowledges and agrees that the Company will take no action to terminate the
Option Agreement with respect to the 100,000 options remaining exercisable
thereunder.

            4. Each party to this release (each, a "Releasing Party") hereby
acknowledges and agrees that it hereby forever releases the other party to this
release, and, as applicable, such party's predecessors, successors, parents,
subsidiaries, affiliates, assigns, agents, directors, officers, employees,
attorneys, and shareholders (each, a "Released Party") from any and all claims,
rights, causes of action, suits, debts, damages, judgments, demands and
liabilities of every nature and description whatsoever, whether matured or
unmatured, whether at law or in equity, and whether now known or unknown,

<PAGE>

                                                             Mr. Brian Magowan
                                                             February 28, 2000
                                                                        Page 2


relating to or arising out of your employment with or services to the Company.
Each party understands that the release of claims described herein does not
prevent the other party from enforcing the terms of this letter agreement.

            5. The parties hereby acknowledge and agree that the Company and
Group Alpha, Inc. ("Group Alpha") have entered into an agreement, dated
September 1, 1999 (the "Group Alpha Agreement"), with respect to the provision
by Group Alpha of certain consulting services to the Company and the Company
acknowledges that it will honor its obligations with Group Alpha in accordance
with the terms and conditions of the Group Alpha Agreement. The Company hereby
agrees to make a payment in the amount of $31,050 to Group Alpha, the amount due
to date, in connection with the Group Alpha Agreement concurrent with the
execution of this letter.

            6. The parties hereby acknowledge and intend to be legally bound by
the terms and conditions of this letter.

            Please indicate your agreement to the foregoing provisions by
signing this letter in the place indicated below and returning the originally
signed letter and attached resignation letter to me by fax at (201) 475-9287 and
by mail.

                                    Very truly yours,

                                    Cover-All Technologies Inc.


                                    By:  /s/ John Roblin
                                         -----------------------
                                         John Roblin
                                         Chief Executive Officer

AGREED TO AND
ACCEPTED BY:


/s/ Brian Magowan
------------------------------
Brian Magowan

<PAGE>

                                    Exhibit A

                              Letter of Resignation


                                                February 28, 2000

Board of Directors
Cover-All Technologies Inc.

To Whom It May Concern:

            I hereby resign as an officer, director and employee in all
capacities of Cover-All Technologies Inc., a Delaware corporation, and its
subsidiaries effective as of November 15, 1999.

                                                Very truly yours,


                                                Brian Magowan