Exhibit 10(aa)(ii)
                                           


          NEITHER THIS  DEBENTURE NOR THE  SHARES OF COMMON  STOCK ISSUABLE
          UPON  THE  CONVERSION  HEREOF  HAVE  BEEN  REGISTERED  UNDER  THE
          SECURITIES  ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY
          APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNLESS
          (i)  THERE  IS  AN  EFFECTIVE REGISTRATION  STATEMENT  UNDER  THE
          SECURITIES ACT OR SUCH APPLICABLE  STATE SECURITIES LAWS, OR (ii)
          IN  THE OPINION OF  COUNSEL REASONABLY ACCEPTABLE  TO THE COMPANY
          REGISTRATION UNDER  THE SECURITIES  ACT OR SUCH  APPLICABLE STATE
          SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER.

                             COVER-ALL TECHNOLOGIES INC.

                   12.5%  CONVERTIBLE DEBENTURE DUE  MARCH 31, 2002

          No. 1                                             March 31,  1997
          $3,000,000

               For value  received, COVER-ALL TECHNOLOGIES INC., a Delaware
          corporation  (the "Company"),  hereby promises  to pay  to Sirrom
          Capital Corporation, or  registered assigns, on  the 31st day  of
          March,  2002,  the  principal  amount of  Three  Million  Dollars
          ($3,000,000) and to pay interest (computed on the basis of a 360-
          day  year of twelve 30-day  months) on the  principal amount from
          time to  time remaining unpaid  hereon at  the rate of  12.5% per
          annum from the date hereof  until maturity, payable quarterly  on
          the first day  of each January,  April, July and October  in each
          year  commencing  July 1,  1997, and  at  maturity.   The Company
          agrees  to pay interest (computed  on the same  basis) on overdue
          principal  and  premium,  if  any,  and (to  the  extent  legally
          enforceable) on any overdue installment of interest, at  the rate
          of 15% per annum (or, in each case, at the highest rate permitted
          by applicable law, whichever is less) until paid.

               Both the principal hereof and interest hereon are payable to
          the order of  the holder hereof at its address  registered on the
          books of the Company or by  federal funds wire transfer to a bank
          account designated in  writing by  the holder to  the Company  in
          coin or  currency of the  United States of  America which at  the
          time of payment shall be legal  tender for the payment of  public
          and private debts.  If any  amount of principal, premium, if any,
          or interest on  or in respect of  this Debenture becomes due  and
          payable on  any date which  is not  a Business  Day, such  amount
          shall be payable on  the next preceding Business Day.   "Business
          Day"  means  any day  other  than a  Saturday,  Sunday, statutory
          holiday or other day  on which banks in Tennessee are required by
          law to close or are customarily closed.

               This  Debenture is one of the  12.5%  Convertible Debentures
          due   March 31, 2002  of the Company  in the aggregate  principal
          amount of $3,000,000 issued  under and pursuant to the  terms and
          provisions  of  the Debenture  Purchase  Agreement,  dated as  of
          March 31, 1997 (the "Debenture Agreement"), entered into  by the 
          Company  with  the original  purchaser  referred to therein, and 
          this Debenture  and the holder hereof are  entitled, equally and 
          ratably  with the  holders of  all other  Debentures outstanding 
          under  the Debenture  Agreement, to all  the benefits  provided 
          for  thereby  or  referred to  therein,  and  to  which Debenture 
          Agreement reference is hereby made for all such terms and provisions.

               This Debenture  is convertible into shares  of voting Common
          Stock, par  value $.01 per share,  of the Company, in  the manner
          and  upon the  terms and  conditions set  forth in  the Debenture
          Agreement.  

               If  an  Event  of  Default,  as  defined  in  the  Debenture
          Agreement,  occurs  and  is  continuing, the  principal  of  this
          Debenture  and   the  other  Debentures   outstanding  under  the
          Debenture Agreement may be declared due and payable in the manner
          and with the effect provided in the Debenture Agreement.

               This Debenture is registered on the books of the Company and
          is transferable only by surrender thereof at the principal office
          of  the Company  at 18-01  Pollitt Drive,  Fair Lawn,  New Jersey
          07410,  or such other address  as the Company  shall have advised
          the  holders  of  the  Debenture in  writing,  duly  endorsed  or
          accompanied by a written instrument of transfer  duly executed by
          the registered  holder of  this  Debenture or  its attorney  duly
          authorized  in writing.  Payment  of or on  account of principal,
          premium, if any,  and interest  on this Debenture  shall be  made
          only to or upon the order in writing of the registered holder.

               If  the indebtedness  represented by  this Debenture  or any
          part thereof is placed  in the hands of attorneys  for collection
          after an Event of Default, or the enforcement of any rights under
          the Debenture Agreement, the Company agrees to pay the principal,
          premium  if  any, and  interest due  and  payable hereon,  and an
          amount equal to all costs of collecting this Debenture, including
          reasonable attorneys' fees and expenses.

               This   Debenture  and  said  Debenture  Agreement  shall  be
          governed  by  and construed  in  accordance  with Tennessee  law,
          without regard to its conflict of law rules.  Notwithstanding the
          foregoing, the parties hereby acknowledge  and agree that (i) the
          issue and sale  by the  Company of this  Debenture and the  other
          transactions  described  herein  and  in  the  Debenture Purchase
          Agreement bear  a reasonable  relationship to  the  State of  New
          Jersey and  (ii) the laws of the State of New Jersey shall govern
          the rights and  duties with  respect to  interest, loan  charges,
          commitment fees and brokerage commissions.

          [Corporate Seal]                 COVER-ALL TECHNOLOGIES INC.

             ATTEST:                       BY:
             /s/ Leonard Gubar             /s/ Brian Magowan
             -------------------------     ------------------------------
             Leonard Gubar                 Brian Magowan
             -------------------------     ------------------------------
             Secretary                     President