Exhibit 10(aa)(iv)



                  AMENDMENT TO EXCLUSIVE SOFTWARE LICENSE AGREEMENT
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                    This is an amendment (the "Amendment") to that certain
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          Exclusive  Software License Agreement dated  as of March 31, 1996
          by and  between Care Corporation Limited,  a company incorporated
          in the British Virgin Islands, Warner Insurance  Service, Inc., a
          Delaware  corporation whose  name has  been changed  to Cover-All
          Technologies, Inc.,  and, for certain limited  purposes set forth
          therein, Cover-All  Systems, Inc.,  a Delaware corporation  and a
          wholly  owned  subsidiary  of Cover-All  Technologies,  Inc. (the
          "Original Agreement"). Capitalized terms utilized in this Amendment
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          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,   a   British   Virgin  Islands
          corporation, Atlantic Employers  Insurance Company, a  New Jersey
          corporation, and Roger D. Bensen (the "Note Purchase Agreement").
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                    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  Section 2  below are being  utilized notwithstanding
          that Warner  Insurance Services,  Inc.  has changed  its name  to
          Cover-All Technologies, Inc.

                    2.   Section 4 of the  Original Agreement is deleted in
          its  entirety and the following  text is hereby  substituted as a
          new Section 4 of the Original Agreement:

                    "4.  AGREEMENTS RELATING TO  MARKETING EFFORTS.  To the
                    extent set  forth in this Section  4, WARNER, Cover-All
                    and CCL agree to use their commercially reasonable best
                    efforts to  (i) develop and market CARE Software in the
                    Licensed  Territory and  (ii) generate  License Revenue
                    and Net Sales.   Without limiting the foregoing, WARNER
                    hereby  engages CCL  to  act as  its  sales agent  with
                    respect to the CARE  Software in the Licensed Territory
                    until March 31,  1999 (the "Term").  WARNER agrees that
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                    CCL shall  act as its exclusive sales  agent during the
                    Term  with respect  to  (a) the  current marketing  and
                    sales  prospects  identified  by letter  of  even  date
                    herewith from CCL to WARNER, and  (b) any prospect with
                    respect  to which  CCL engages  in marketing  and sales
                    efforts pursuant  to this Section 4  and provides prior
                    written notice thereof to WARNER.  WARNER agrees to pay
                    CCL a sales commission equal to twenty percent (20%) of
                    Net  Sales derived  from CCL's  efforts as  sales agent
                    during  the Term.   As a  draw against  any commissions
                    payable to  CCL, WARNER agrees, during the Term, to pay
                    CCL, an amount equal to $10,000 per month (which amount
                    includes all  of CCL's costs and  expenses), payable no
                    later than by  the 10th  day of each  such month.   The
                    failure  by WARNER   to pay such  monthly amount, which
                    failure is  not promptly  cured by WARNER  after notice
                    thereof  from CCL,  shall constitute  a breach  of this
                    Section 4, which breach shall result in WARNER having a
                    nonexclusive license of the Licensed Rights thereafter.
                    CCL  shall have  the right,  as determined in  its sole
                    discretion,   to   utilize   its  subsidiaries,   other
                    affiliates,  or  agents  in   the  performance  of  its
                    marketing and sales efforts pursuant to this Section 4.

                    3.   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.

                    4.   Care Corporation Limited ("CCL") represents and
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          warrants to  Cover-all Technologies, Inc.  that (i)  CCL has  all
          requisite corporate power to  execute and deliver this Amendment,
          (ii) all corporate action  on the part  of CCL necessary for  the
          authorization, execution  and delivery  by CCL of  this Amendment
          and  the performance of  all of  CCL's obligations  hereunder has
          been taken,  and (iii)  this  Amendment constitutes  a valid  and
          legally binding obligation of  CCL 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.
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          CARE CORPORATION LIMITED           COVER-ALL TECHNOLOGIES, INC.
                                             (formerly Warner Insurance
                                              Services, Inc.)


          By: /s/ Mark Johnston              By: /s/ Alfred J. Moccia
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              Authorized Officer                 Authorized Officer

                    
          COVER-ALL SYSTEMS, INC.

               
          By:
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                Authorized Officer