SECOND MODIFICATION TO LEASE


         THIS SECOND MODIFICATION TO LEASE, is made and entered into on this
12th day of April 2000, by and between POLEVOY ASSOCIATES ("Landlord"), and
COVER ALL TECHNOLOGIES, INC., formerly known as WARNER INSURANCE SERVICES, INC.,
a Delaware corporation having an office at 18-01 Pollitt Drive, Fair Lawn, New
Jersey 07410 ("Tenant").

                                   WITNESSETH:

         WHEREAS, Landlord and Tenant are parties to a certain Lease, dated
March 2, 1990 pursuant to which the Tenant leased 36,162 rentable square feet
located at 18-01 Pollitt Drive, Fair Lawn, New Jersey (the "Leased Premises");
and

         WHEREAS, Tenant has failed to exercise its Option to Renew the Lease as
provided for in Article 3 of said Lease; and

         WHEREAS, Tenant desires to extend its Lease for only +/-20,991 gross
rentable square feet, which gross rentable square feet includes 292.33 square
feet which represents Tenant's proportionate share of the boiler, electric and
utility room, for five (5) additional Lease Years; and

         WHEREAS, Tenant requires that Landlord make certain modifications to
the Leased Premises.

         NOW, THEREFORE, in consideration of the premises and the mutual
promises contained herein, Landlord and Tenant, intending to be legally bound
hereby modify the terms of the Lease as follows:

        1. On or before May 31, 2000, in order to provide Landlord clear access
to commence Landlord's Work as defined below, Tenant shall vacate the
approximately 18,000 square feet of warehouse space immediately to the rear of
its current office space ("Warehouse Space").

        2. Landlord will, at its sole cost and expense perform that work
described in Exhibit "A", attached hereto ("Landlord's Work"). Landlord shall
complete the Landlord's Work within one hundred eighty (180) days ("Construction
Period") from the later of: (i) execution of this Second Modification to Lease,
(ii) the date Tenant vacates the Warehouse Space, or (iii) the date Tenant has
selected all material and approved the plans and construction schedule. The
Construction Period of one hundred eighty (180) days, shall be extended for any
delays beyond Landlords' or Tenants' control, including, but not limited to acts
of god, strikes, natural disasters, inability to obtain material in a timely
fashion, etc.

         Notwithstanding the above, Landlord shall use its best effort to
commence Landlord's Work in a timely fashion and complete all work within ninety
(90) days. It is understood, that


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Landlord shall not be responsible for the damages as defined in the following
paragraph until the Construction Period has elapsed (i.e. 180 days plus any
appropriate extensions).

         Landlord and Tenant shall cooperate with each other and provide
advanced notice where necessary during the Construction Period to assure that
the work is complete in a timely manner. In the event the Landlord's Work is not
complete within the Construction Period, Tenant shall receive one (1) days of
rent abatement on the entire demised premises for each day the Landlord's Work
remains incomplete. In the event the Landlord's Work is not complete within the
Construction Period as a result of delays caused by Tenant (examples of delays
include, but not limited to, interfering with the contractors ability to
complete the work in a timely manner or requesting change orders to approved
plans that delay construction), the Construction Period shall be extended by one
(1) days for each day of Tenant delays.

         3.    Effective June 1, 2000, the following modifications to the Lease
               shall take effect:

              (a)  Provided Tenant has vacated its warehouse space as provided
for above, the gross rentable square footage, inclusive of Tenant's
proportionate share of the boiler, electric and utility room shall be reduced to
approximately +/-20,991 gross rentable square feet, subject to final measurement
by Landlord's architect.

              (b)  The annual basic rent per square foot shall be $12.65.

              (c)  Tenant's proportionate share shall become 14.4571%, subject
to final measurement by Landlord's architect.

              (d)  Any reference to Tenant's Option to Renew shall be null and
void.

              (e)  Article 1(c) of the Lease shall be amended to reflect 82
automobile size parking spaces.

              (f)  The Lease Expiration date shall be May 31, 2005.

              (g)  The parties acknowledge that the brokers involved in this
transaction are The Acclaim Group and Julien J. Studley, Inc. Each is entitled
to a commission payable by Landlord under a separate commission agreement. Each
party knows of no other broker in regard to the within transaction. Each party
indemnifies the other from and against any claims of any broker which would
constitute a violation of the other party's representations hereunder.

         4.   Confidentiality.  The parties agree to keep this agreement and the
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Lease  confidential.  Neither  Landlord nor Tenant shall publicize the fact that
this Lease transaction has taken place.

         5.   Except as modified by this Second Modification to Lease, all other
provisions  of the Lease remain  unchanged and in full force and effect.

Newy1:775681:1:2/21/01


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         IN WITNESS WHEREOF, this Second Modification to Lease is hereby duly
executed on and as of the date first set forth above.

                                         COVER ALL TECHNOLOGIES, INC.
                                         a Delaware corporation, Tenant



/s/                                      By:      /s/ John Roblin
---------------------------                 --------------------------------
WITNESS                                          President


                                         POLEVOY ASSOCIATES, Landlord



/s/                                      By:      /s/ Stuart M. Polevoy
---------------------------                 ------------------------------------
WITNESS                                     Stuart M. Polevoy, Managing Partner


Newy1:775681:1:2/21/01


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                                   EXHIBIT "A"

                                 LANDLORD'S WORK
                                 ---------------


         Landlord will provide the following at its sole expense and cost, with
all work performed by Landlord in a manner to minimize any disruptions to
Tenant, accordingly the "paint and carpet" shall be performed during
non-business hours (8:00 a.m. to 5:00 p.m. - Monday through Friday, excluding
holidays):

         o     Expand (by one fixture per bathroom) and modernize existing
               bathrooms; includes replacement of floor tiles, toilet
               partitions, fixtures, wall covering, and accessories subject to a
               mutually acceptable plan. All materials to be selected by the
               Tenant from building standard.

         o     Provide an allowance of up to $15,000 to refurbish Tenant's lobby
               and perform all related architectural and construction work. Any
               cost in excess of the allowance shall be paid by Tenant upon
               completion of the work and receipt of an invoice providing
               reasonable details of all expenditures.

         o     "Clip-down" all existing ceiling tiles.

         o     Paint and carpet the entire demised premises. All materials to be
               selected by the Tenant from building standard.

         o     "Box out" and create access to Tenant's telephone equipment and
               electrical panel.

         o     Provide and install a supplemental air conditioning unit of 2
               tons in Tenant's existing telecom/computer room.

         o     Provide and install controls to regulate HVAC along exterior
               walls.

         o     Provide building face signage, as approved by Tenant and subject
               to Landlord's and municipal approval, to replace existing awning
               (not to exceed $5,000).

         o     Construct an interior corridor running from the Southeast corner
               of the newly demised premises to the existing door on the South
               wall of Tenant's current warehouse. Note, the corridor shall meet
               all required building codes/ordinances and shall be the minimum
               width as allowed under such codes/ordinances.

         o     Landlord will construct (which includes, but is not limited to
               the following items - architect, general contracting, electric,
               HVAC, paint, carpet, etc.), three new private offices (subject to
               a mutually acceptable plan consisting of no more than 100 linear
               feet of wall and 3 doors). All finishes to be selected by Tenant
               from building standard.