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                                                                      EXHIBIT 14


                           COVER-ALL TECHNOLOGIES INC.

                       CODE OF ETHICS AND BUSINESS CONDUCT

                           ADOPTED AS OF JUNE 25, 2003

        Cover-All Technologies Inc. has adopted this Code of Ethics and Business
Conduct (the "Code") which is applicable to every director, officer and employee
of the Corporation and its subsidiaries (collectively, the "Corporation") in the
performance of their duties. The Code should be read in conjunction with the
Corporation's other policies that govern employee conduct.

        This Code sets out the principles to which all directors, officers and
employees of the Corporation ("Insiders") are expected to adhere and advocate in
meeting these standards. The Code embodies rules regarding individual and peer
responsibilities, as well as responsibilities to the Corporation, the public and
other shareholders.

        No code of conduct can hope to lay down appropriate behavior for every
situation, nor should it seek to do so. Each Insider is required to make a
careful and considered judgment of what is right and proper in any particular
situation.

        While you are individually responsible for complying with the Code, you
do not do so in a vacuum. The Corporation has the resources, people and
processes in place to answer questions and guide you through difficult
decisions. The Chief Operating Officer has been designated the Corporation's
"Compliance Officer." The Compliance Officer is responsible for overseeing,
interpreting and monitoring compliance with the Code.

        The Corporation and its directors, officers and employees are committed
to conduct business honestly and in accordance with the highest ethical
standards. This means conducting business in accordance with the spirit and
letter of applicable laws and regulations. This Code, which applies to all
Insiders and their family members, helps in this endeavor by providing a
statement of the fundamental principles that govern the conduct of the
Corporation's business.

ITEM 1. CONFLICTS OF INTEREST

        You have an obligation to promote the best interests of the Corporation
at all times. You should avoid any action which may involve a conflict of
interest with the Corporation. A conflict of interest can arise when you take
actions or have interests that make it difficult for you to perform your work
objectively and effectively. You should not have any undisclosed, unapproved
financial or other business relationships with the Corporation's suppliers,
customers or competitors that might impair the independence of any judgment you
may need to make on behalf of the Corporation. Conflicts of interest would also
arise if you, or a member of your family, receive improper personal benefits as
a result of your position in the Corporation. You must also avoid apparent
conflicts of interest, which occur where a reasonable observer might assume
there is a conflict of interest and, therefore, a loss of objectivity in your
dealings on behalf of the Corporation. Other conflicts of interest include, by
way of example, a person:

        o       making an investment that may affect his/her business decisions;

        o       owning a meaningful financial interest in, or being employed by,
                an organization that competes with the Corporation;

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        o       owning a meaningful financial interest in, or being employed by,
                an organization that does, or seeks to do, business with the
                Corporation;

        o       making a material decision on a matter where such person's
                self-interests may reasonably call the appropriateness of the
                decision into question;

        o       being employed by or accepting compensation from any other
                person as a result of business activity or prospective business
                activity affecting the Corporation.

        No Insider or their family member should personally benefit, directly or
indirectly, from any of the Corporation's purchases or sales, or derive any
other personal gain from any other activity of the Corporation that may impair
the independence of any judgment they may need to make on behalf of the
Corporation, except when such transaction has been fully disclosed to and
approved in writing as provided in this Code.

        Where conflicts of interest arise, you must provide full disclosure of
the circumstances in writing to the Compliance Officer.

ITEM 2. COMPLIANCE WITH LAWS

        It is expected that you will comply with all applicable laws, rules,
regulations and corporate policies. Violation of governing laws, rules,
regulations and corporate policies is both unethical and subjects the
Corporation to significant risk in the form of fines, penalties and damaged
reputation.

ITEM 3. INSIDER TRADING

        The Securities and Exchange Commission's rules and regulations prohibit
you from trading securities or tipping others to trade securities of the
Corporation when you are aware of material information that has not been made
available to the public. In general, material information is any information
that could be considered important by a person in deciding whether to trade in a
Corporation's stock. Examples include: information relating to sales, earnings,
proposed acquisitions, planned stock splits, proposed changes in dividends and
other information that has the potential to affect the stock price of the
Corporation.

        As a general rule, if the information makes you think of buying or
selling the stock of the Corporation, it probably would have the same effect on
others and therefore is probably material information.

        Insiders shall not use, act upon or disclose to any third party
including, without limitation, any family member, any material information. If
you have access to material non-public or inside information, whether it
pertains to the Corporation or another company, you may not buy or sell the
stock of the Corporation or the other company until it has been publicly
disclosed and adequate time has passed for the securities markets to digest the
information. In addition, you may not share this information with anyone,
including family members, nor may you recommend to anyone that they buy or sell
stock of the Corporation or the other company.

        Trading on inside information can have severe consequences. The
Securities and Exchange Commission and similar agencies are authorized to bring
a civil lawsuit against anyone who trades on inside information (or who provides
another person with inside information) and also against the Corporation.
Insider trading is also a crime subject to criminal penalties, including jail
terms.

        For more information, refer to the Corporation's Policy Memorandum
Concerning Securities Trading.


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ITEM 4. CONFIDENTIALITY

        No Insider or their family member shall discuss with, or inform others
about, any actual or contemplated business transaction by the Corporation, its
customers or venders except in the performance of the Insider's employment
duties or in an official capacity and then only for the benefit of the
Corporation, as appropriate, and in no event for personal gain or for the
benefit of any other third party.

        No Insider or their family member shall give any information to any
third party about any business transaction of the Corporation, its customers or
venders that are proposed or in process unless expressly authorized to do so by
the Compliance Officer.

        No Insider or their family member, other than the Corporation's Chief
Executive Officer, the Chief Financial Officer and the Chief Operating Officer,
if any, may discuss with any member of the press or media the Corporation, its
customers or venders except with the prior authorization of the Compliance
Officer. Insiders and their family members shall refer all press inquiries to
the Compliance Officer.

ITEM 5. DISCLOSURE

        As a public Company, the Corporation has an obligation to comply with
the rules relating to disclosure of material and price sensitive information
under the relevant Securities and Exchange Commission rules and regulations.
Thus, the Corporation is committed to providing full, fair, accurate, timely and
understandable public disclosures, including filings submitted to the Securities
and Exchange Commission. All Insiders who are involved in the Corporation's
disclosure process, including its senior executive officers, are responsible for
acting in furtherance of this policy.

ITEM 6. ACCURACY OF RECORDS

        The Corporation's accounting records and supporting documents must
accurately describe and reflect the nature and result of the Corporation's
business operations. All activities and results of the Corporation's business
operations must be presented in a fair and balanced manner.

        All business transactions must be properly authorized as well as
completely and accurately recorded on the Corporation's books. Procedures for
doing so must comply with the Corporation's financial policies and follow the
Corporation's policies for authorization and documentation, as well as follow
generally accepted accounting practices. Budget proposals and other financial
evaluations and forecasts must fairly represent all information relevant to the
business transaction. In addition, no unrecorded cash funds or other asset
accounts may be established or maintained for any purpose. Misapplication or
improper use of corporate property or false entry to records by you or others
must be reported to Board of Directors of the Corporation or the Compliance
Officer.

ITEM 7. RECORDKEEPING AND RETENTION

        To help maintain the integrity of the Corporation's recordkeeping and
reporting systems, you must know your area's records retention procedures,
including how data is stored and retrieved. It is your responsibility to know
how to document and transact any entries or records for which you are
responsible. You are expected to comply fully and accurately with all audits,
including responding in a timely fashion to requests for records or other
material from or on behalf of the Corporation's auditors or management.


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ITEM 8. COMPLIANCE WITH CODE OF ETHICS AND BUSINESS CONDUCT

        The Corporation has adopted a system of internal controls that must be
strictly adhered to by all Insiders in providing financial and business
transaction information to and within the Corporation. The internal controls are
the backbone of the integrity of the Corporation's financial records and
financial statements.

        Each Insider shall promptly report to the Compliance Officer any actual
or suspected breaches or violations of the Corporation's internal controls that
come to the attention of the Insider.

        Each Insider shall promptly report to the Compliance Officer any actual
or suspected fraudulent or questionable transactions or occurrences that come to
the attention of the Insider. Potentially fraudulent transactions include,
without limitation, embezzlement, forgery or alteration of checks and other
documents, theft, misappropriation or conversion to personal use of the
Corporation's assets, and falsification of documents.

        Each Insider is encouraged to bring to the attention of the Compliance
Officer any changes that the Insider believes may improve the Corporation's
system of internal controls.

        The Corporation has adopted a system of disclosure controls to assure
that all important information regarding the business and the prospects of the
Corporation is brought to the attention of the Chief Financial Officer of the
Corporation. The accuracy and timeliness of compliance is critical and necessary
to enable those officers to provide the financial statement and periodic report
certifications required by federal law.

        Each Insider shall strictly adhere to the system of disclosure controls,
including the internal reporting responsibilities assigned to him or her by the
Corporation.

        Each Insider shall be candid in discussing matters concerning internal
controls and business disclosures with the Corporation's management, internal
auditors, outside auditors, outside counsel and directors.

ITEM 9. ENFORCEMENT

        The Compliance Officer shall take such action he or she deems
appropriate with respect to any Insider who violates, or whose family member
violates, any provision of this Code, and will inform the Board of Directors of
the Corporation of all material violations. Any alleged violation by the
Compliance Officer will be presented promptly to the Audit Committee of the
Board of Directors for its consideration and such action as the committee, in
its sole judgment, shall deem warranted.

        The Compliance Officer will keep records of all reports created under
this Code and of all action taken under this Code. All such records will be
maintained in such manner and for such periods as are required under applicable
Federal and state law.

ITEM 10. ACCOUNTABILITY FOR ADHERENCE TO THE CODE

        You are responsible for abiding by this Code. This includes
responsibility for the failure to exercise proper supervision and to detect and
report a violation by your subordinates. Discipline may, when appropriate,
include dismissal.


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