EMPLOYMENT AGREEMENT


          This Agreement is entered into by and between Cover-All
          Technologies Inc. ("CAT") having a place of business at 18-01
          Pollitt Drive, Fair Lawn, New Jersey 07410 and John R. Nobel
          ("Nobel") of 360 Cotswold Place, Somerset, New Jersey 08873.

          CAT develops and markets applications software solutions and
          services to the insurance and related industries.  CAT wishes to
          continue to employ Nobel as its Chief Financial Officer and Nobel
          is willing to accept such continued appointment.  The parties
          wish to provide in this Agreement for the terms and conditions
          applicable to the employment of Nobel as Chief Financial Officer
          of CAT.

          ACCORDINGLY THE PARTIES HEREBY AGREE AS FOLLOWS:

          1.   DUTIES OF NOBEL:  CAT employs Nobel as Chief Financial
               Officer to perform (1) the customary duties of the Chief
               Financial Officer of a public corporation, including but not
               limited to ensuring compliance with all SEC and statutory
               requirements governing the keeping of CAT's accounting and
               related records, 10K and 10Q reports, and (2) such other
               duties as are stipulated, from time to time, by CAT's
               Chairman and Chief Executive Officer.  During the term of
               this Agreement, Nobel shall devote his full time, ability
               and attention to his position of Chief Financial Officer and
               the business of CAT on a "best efforts" and professional
               basis and at all times such efforts shall be under the
               direction of CAT's Chairman and Chief Executive Officer. 
               During the term of this Agreement, Nobel agrees not,
               directly or indirectly, to engage in any business,
               commercial or professional activity that will compete or
               interfere with the business of CAT, or with the performance
               of duties by Nobel hereunder.  Nobel further agrees not to
               have or enter into any other written or oral agreement for
               full time or part time employment with any other entity or
               person during the term of this Agreement.

          2.   NONDISCLOSURE OF CONFIDENTIAL INFORMATION:  Nobel agrees
               that he will not, at any time during or within a period of
               five (5) years after the termination of his employment under
               this Agreement, use for his own benefits, either directly or
               indirectly, or disclose or communicate in any manner to any
               individual, corporation, or other entity, other than CAT,
               any trade secrets or confidential information or proprietary
               information (collectively "Information") acquired by him
               during his employment.  As used in this Agreement,
               "Information" shall mean any and all information of
               whatsoever kind (whether in machine readable or visually
               readable form) which is confidential and/or proprietary to
               CAT, including, without limitation, all trade secrets,
               technical specifications, drawings, schematics, models,
               computer programs, system design specifications, systems
               architecture specifications and/or all information disclosed
               to or known by Nobel as a consequence of his employment by
               CAT, including all knowledge, information and materials
               regarding CAT's customers and suppliers, as well as
               confidential information about financial, marketing,

          <PAGE>

               pricing, costs, employee compensation and any and all copies
               of Information.  Any breach of this paragraph 3 shall
               constitute a ground for termination for cause and such other
               relief as may be afforded by applicable law.

          3.   PERIOD OF EMPLOYMENT:  CAT employs Nobel and Nobel accepts
               employment for the Year 1999 ("Year 1999" is to be construed
               as an employment year commencing from January 1, 1999 and
               expiring on December 31, 1999).  At its sole option and
               election (but without any obligation in respect thereof) CAT
               may, upon the expiration of this Agreement, offer to extend
               Nobel's employment by CAT upon such terms and conditions as
               are offered by CAT to Nobel, provided that such terms and
               conditions are no less favorable to Nobel than those set
               forth in this Agreement.  No later than ninety (90) days
               prior to the expiration of the term of this Agreement CAT
               shall deliver to Nobel (1) a written offer of continued
               employment (pursuant to this paragraph 3) which offer shall
               be open for acceptance by Nobel for a period of ten (10)
               business days from the date upon which it is delivered to
               Nobel, or (2) written notice that Nobel's employment will
               terminate with effect from the expiration of the term of
               this Agreement.  In the event that the notice referred to in
               (2) above is not delivered to Nobel ninety (90) days prior
               to the expiration of the term of this Agreement, Nobel shall
               be entitled to receive a payment upon the termination of his
               employment hereunder which is commensurate to the number of
               days by which such notice is delayed beyond the provided for
               notice period of ninety (90) days (e.g. if such notice is
               given sixty (60) days prior to the expiration of this
               Agreement, Nobel shall be entitled to a payment in amount
               equal to thirty (30) days salary), plus any accrued PTO Days
               (as defined below).

          4.   COMPENSATION:

               a.   Salary.  As compensation for the services rendered by 
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                    Nobel under this Agreement during Year 1999, CAT shall
                    pay Nobel a salary (the "Salary") of One Hundred Thirty
                    Thousand ($130,000) Dollars, in twenty-six equal
                    installments.

               b.   Bonus.  In addition to the payment of the Salary, CAT 
                    -----
                    shall pay Nobel a bonus for Year 1999, such bonus to be
                    paid on the conditions hereinafter set forth:

                         (1)  $25,000 upon CAT achieving for the fiscal
                              year ending December 31, 1999, earnings per
                              share on a fully diluted basis ("EPS")
                              greater than or equal to $.15 per share (but
                              less than $.20 per share);

                         (2)  $35,000 upon CAT achieving for the fiscal
                              year ending December 31, 1999, EPS greater
                              than or equal to $.20 per share (but less
                              than $.25 per share); and

          <PAGE>

                         (3)  $50,000 upon CAT achieving for the fiscal
                              year ending December 31, 1999, EPS of at
                              least $.25 per share.

                    The determination as to CAT's EPS for the fiscal year
                    ending December 31, 1999, shall be made in accordance
                    with generally accepted accounting principles
                    consistently applied, shall be based upon the audited
                    financial statements to be filed by CAT in its 
                    Form 10-K Annual Report with the Securities and
                    Exchange Commission, and such bonus, if any, shall be
                    paid no later than 10 days from the date of such
                    filing.

               c.   Compensation During Illness.  CAT will pay Nobel from 
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                    the date of the commencement of any illness which
                    renders Nobel unable to fulfill the duties specified in
                    this Agreement in accordance, as applicable, with the
                    provisions of CAT's short term disability policy or (in
                    the case of illness exceeding 179 days in duration) in
                    accordance with the provisions of CAT's long term
                    disability insurance plan.  In no event shall
                    compensation paid to Nobel under any disability policy
                    be less than sixty (60%) percent of the compensation
                    set forth in clause (a) of this paragraph 4. 
                    Compensation during illness may be reduced by any
                    amount paid by state or Federal disability insurance or
                    other program or by other income insurance plans.

          5.   BENEFITS:

               a.   INSURANCE:  During the term of his employment, CAT
                    shall provide Nobel with the opportunity to enroll
                    himself, his wife and dependent children in a
                    contributory indemnity type medical, prescription and
                    dental insurance plan administered by the Guardian POS. 
                    Such medical, prescription and dental insurance
                    coverage shall be provided to Nobel in accordance with
                    plans in place from time to time by CAT and shall be on
                    a basis no less favorable than that provided to CAT's
                    other executive level employees.  In addition Nobel
                    will be entitled to participate in a non-contributory
                    life insurance plan which will provide for fifty
                    thousand ($50,000) dollars of life insurance coverage.

               b.   RETIREMENT PLAN:  CAT offers a 401K retirement plan and
                    Nobel shall be entitled to participate in such plan.

               c.   PAID TIME OFF:  Nobel shall receive eighteen (18) days
                    paid time off ("PTO Days") in Year 1999, plus CAT-
                    observed public holidays.  All vacation requests shall
                    be submitted to and shall be subject to the approval of
                    CAT's Chairman and Chief Executive Officer.

               d.   CONTINUATION OF BENEFITS DURING ILLNESS:  CAT will
                    continue to provide Nobel with the benefits specified
                    in this paragraph during the period of any illness
                    which renders Nobel unable to fulfill the duties
                    specified in this Agreement.

          <PAGE>

          6.   STOCK OPTIONS:

               a.   Nobel holds options to purchase 15,000 shares of CAT
                    common stock (the "Old Options") granted in accordance
                    with the terms and conditions of his employment
                    agreement with CAT dated January 22, 1998 (the "Old
                    Employment Agreement"), which Old Options vest over a
                    three year period.

               b.   CAT shall grant Nobel additional options to purchase
                    its stock in accordance with the following terms and
                    conditions:

                    (i) CAT grants Nobel twenty-five thousand (25,000)
                    options (the "New Options"), subject to vesting as set
                    forth below, to purchase one share of CAT ordinary
                    common stock at the price of $1.75 per share.

                    (ii) subject always to Nobel being employed by CAT, the
                    aforesaid options will vest as follows:

                         8,333 options to vest on December 28, 1999;

                         8,333 options to vest on December 28, 2000; and

                         8,334 options to vest on December 28, 2001.

                    (iii) when vested, the aforesaid options may only be
                    exercised during Nobel's employment by CAT.  Any and
                    all option rights will expire upon the termination of
                    Nobel's employment with CAT.

               c.   In the event that at any time during Year 1999 there is
                    a "Change of Control" (as defined in paragraph 8
                    hereof), all of the then unvested Old Options and all
                    of the then unvested New Options shall automatically
                    vest and become immediately exercisable,
                    notwithstanding any provision to the contrary in this
                    Agreement, the Old Employment Agreement or the stock
                    option agreements between Nobel and CAT pursuant to
                    which the Old Options and the New Options were granted.

          7.   TERMINATION OF EMPLOYMENT:  If Nobel wilfully breaches or
               habitually neglects the duties which he is required to
               perform under the terms of this Agreement, CAT may at its
               option terminate Nobel's employment hereunder forthwith by
               written notice to Nobel.  Upon any such termination CAT
               shall pay Nobel an amount equal to three months salary plus
               accrued PTO Days.

               If Nobel terminates his employment under this Agreement
               without cause, Nobel shall be entitled to be compensated up
               to the date upon which Nobel ceases employment with CAT plus
               accrued PTO Days.

          <PAGE>

          8.   CHANGE OF CONTROL.  In the event that at any time during
               Year 1999 there is a "Change of Control" (as hereinafter
               defined), Nobel shall, in the exercise of his sole
               discretion and upon the provision of written notice to CAT
               within three (3) months after the date of a Change of
               Control, be entitled to terminate his employment hereunder
               as of the date of provision of such written notice, and CAT
               shall in such event pay Nobel immediately a lump sum payment
               (the "Change of Control Payment") equal to $75,000.00.  The
               Change of Control Payment shall be made within ten (10) days
               of such written notice.  If Nobel's employment hereunder is
               terminated pursuant to this paragraph 8, CAT shall have no
               further obligations hereunder except as expressly provided
               in paragraph 6(c) hereof and under this paragraph 8.
               As used herein, a "Change of Control" shall be deemed to
               have occurred if (i) any person (including any individual,
               firm, partnership or other entity) together with all
               Affiliates and Associates (as defined under Rule 12b-2 of
               the General Rules and Regulations promulgated under the
               Securities Exchange Act of 1934, as amended (the "Exchange
               Act")) of such person, but excluding (A) a trustee or other
               fiduciary holding securities under an employee benefit plan
               of CAT or any subsidiary of CAT, (B) a corporation owned,
               directly or indirectly, by the stockholders of CAT in
               substantially the same proportions as their ownership of
               CAT, or (C) CAT or any subsidiary of CAT, is or becomes the
               Beneficial Owner (as defined in Rule 13d-3 promulgated under
               the Exchange Act), directly or indirectly, of securities of
               CAT representing 50% of more of the combined voting power of
               CAT's then outstanding securities, such person being
               hereinafter referred to as an Acquiring Person; (ii)
               individuals who, on the date hereof, are Continuing
               Directors (as defined below) shall cease for any reason to
               constitute a majority of the Board of Directors of CAT (the
               "Board"); (iii) the stockholders of CAT approve a merger or
               consolidation of CAT with any other corporation, other than
               a merger or consolidation that would result in the voting
               securities of CAT outstanding immediately prior thereto
               continuing to represent (either by remaining outstanding or
               by being converted into voting securities of the surviving
               entity) at least 80% of the combined voting power of the
               voting securities of CAT or such surviving entity
               outstanding immediately after such merger or consolidation,
               or (iv) the stockholders of CAT approve a plan of complete
               liquidation of CAT or an agreement for the sale or
               disposition by CAT of all or substantially all of CAT's
               assets.  For purposes of this paragraph, the term
               "Continuing Director" shall mean (1) any member of the
               Board, while such person is a member of the Board, who is a
               member of the Board on the date of this Agreement, or 
               (2) any person who subsequently becomes a member of the
               Board, while such person is a member of the Board (excluding
               an Acquiring Person or a representative of any Acquiring
               Person), if such person's nomination for election or
               election to the Board is recommended or approved by a
               majority of the Continuing Directors.

          9.   OFFICER'S INDEMNITY:  To the extent permitted by law, CAT
               shall indemnify Nobel against any claim or liability and
               shall hold Nobel harmless from and pay any expenses
               (including, without limitation, legal fees and court costs)
               judgments, fines, penalties, settlements and other amounts

          <PAGE>

               arising out of or in connection with any act or omission of
               Nobel (other than criminal or fraudulent acts or omissions
               or any willful violation of any statute or regulation)
               performed or made in good faith for or on behalf of CAT
               pursuant to this Agreement, regardless of negligence.  CAT
               shall not be obligated to pay Nobel's legal fees and related
               charges of counsel (with respect to any such claim or
               liability) during any period that CAT or its insurer
               furnishes at its expense, counsel to defend Nobel.  In
               addition CAT shall maintain a policy of director's and
               officer's liability insurance covering acts or omissions
               (other than criminal or fraudulent acts or omissions or any
               willful violation of any statute or regulation) by Nobel
               made in the performance of his duties for and on behalf of
               CAT under this Agreement.  If such insurance is not
               occurrence-based, CAT shall continue the coverage for a
               period of two (2) years after the date of termination of
               Nobel's employment with CAT.

          10.  EXPENSES:  Subject to the compliance by Nobel with such
               policies regarding expenses and expense reimbursement, as
               may be adopted by CAT from time to time, Nobel is authorized
               to incur reasonable expenses in the performance of his
               duties hereunder in furtherance of the business and affairs
               of CAT, and CAT shall reimburse Nobel for all such
               reasonable expenses, in all cases upon the presentation by
               him of an itemized account in substantiation of such
               expenses when claiming reimbursement.

          11.  PLACE OF EMPLOYMENT:  18-01 Pollitt Drive, Fair Lawn, New
               Jersey.

          12.  ENTIRE AGREEMENT:  This Agreement supersedes any and all
               other correspondence or agreements, whether oral or written,
               between the parties with respect to the subject matter
               hereof.

          13.  GOVERNING LAW:  This Agreement shall be governed by the laws
               of the State of New Jersey.

          <PAGE>


          IN WITNESS WHEREOF, this Agreement has been signed by a duly
          authorized representative of CAT and by John R. Nobel, the day,
          month and year indicated below.


          SIGNED FOR AND ON BEHALF OF             SIGNED BY JOHN R. NOBEL

          COVER-ALL TECHNOLOGIES INC.:              /s/ John R. Nobel
                                                  ---------------------

          By    /s/ Brian Magowan                 Date:  February 19, 1999
              -------------------------

              Name:  Brian Magowan

              Title: Chairman and Chief Executive Officer

              Date:  February 19, 1999