COVER-ALL TECHNOLOGIES INC.
                   1995 Employee Stock Option Plan,
                     as amended on April 29, 1997

                         INTRODUCTION

                  Cover-All  Technologies Inc., a Delaware corporation (formerly
Warner Insurance Services,  Inc., hereinafter referred to as the "Corporation"),
hereby establishes an incentive  compensation plan to be known as the "Cover-All
Technologies Inc. 1995 Employee Stock Option Plan"  (hereinafter  referred to as
the  "Plan"),  as set  forth in this  document.  The Plan  permits  the grant of
Non-Qualified Stock Options and Incentive Stock Options.

                  The Plan shall become effective on March 22, 1995. However, it
shall be  rendered  null and void and have no effect,  and all  Options  granted
hereunder  shall be canceled,  if the Plan is not approved by a majority vote of
the Corporation's stockholders within twelve (12) months of such date. [The Plan
was approved by a majority vote of the  Corporation's  stockholders  on June 15,
1995.]

                  The  purpose of the Plan is to promote the success and enhance
the value of the  Corporation by linking the personal  interests of Participants
to  those  of  the  Corporation's  stockholders,  customers  and  employees,  by
providing Participants with an incentive for outstanding  performance.  The Plan
is further intended to provide  flexibility to the Corporation in its ability to
motivate, and retain the services of, participants upon whose judgment, interest
and  special  effort  the  successful  conduct  of  its  operations  is  largely
dependent.



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                                    DEFINITIONS

                  For  purposes  of this  Plan,  the  following  terms  shall be
defined as follows unless the context clearly indicates otherwise:

                  (a) "Code"  shall mean the Internal  Revenue Code of 1986,  as
amended, and the rules and regulations thereunder.

                  (b) "Committee"  shall mean the full Board of Directors of the
Corporation.

                  (c)  "Common  Stock"  shall mean the common  stock,  par value
$0.01 per share, of the Corporation.

                  (d) "Corporation"  shall mean Cover-All  Technologies  Inc., a
Delaware corporation.

                  (e)  "Disability"  shall  have  the same  meaning  as the term
permanent and total disability under Section 22(e)(3) of the Code.

                  (f) "Exchange Act" shall mean the  Securities  Exchange Act of
1934, as amended, and the rules and regulations thereunder.

                  (g) "Fair Market Value" of the Corporation's Common Stock on a
Trading Day shall mean the last reported sale price for Common Stock or, in case
no such  reported  sale takes  place on such  Trading  Day,  the  average of the
closing  bid and asked  prices for the Common  Stock for such  Trading  Day,  in
either case on the principal  national  securities  exchange on which the Common
Stock is listed or admitted to trading,  or if the Common Stock is not listed or
admitted to trading on any national  securities  exchange,  but is traded in the
over-the-counter  market,  the closing  sale price of the Common Stock or, if no
sale is publicly  reported,  the average of the closing bid and asked quotations
for the Common  Stock,  as reported by the National  Association  of  Securities
Dealers  Automated  Quotation System  ("NASDAQ") or any comparable system or, if
the Common  Stock is not listed on NASDAQ or a  comparable  system,  the closing
sale price of the Common Stock or, if no sale is publicly reported,  the average
of the closing bid and asked prices, as furnished by two members of the National
Association  of Securities  Dealers,  Inc. who make a market in the Common Stock
selected from time to time by the Corporation for that purpose. In addition, for
purposes of this definition,  a "Trading Day" shall mean, if the Common Stock is
listed on any  national  securities  exchange,  a business day during which such
exchange  was open for  trading  and at least  one  trade of  Common  Stock  was
effected on such  exchange on such  business day, or, if the Common Stock is not
listed on any national securities exchange but is traded in the over-the-counter
market,  a business  day during which the  over-the-counter  market was open for
trading and at least one "eligible dealer" quoted both a bid and asked price for
the

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Common Stock. An "eligible  dealer" for any day shall include any  broker-dealer
who quoted  both a bid and asked  price for such day,  but shall not include any
broker-dealer  who quoted only a bid or only an asked price for such day. In the
event the  Corporation's  Common Stock is not publicly  traded,  the Fair Market
Value of such Common Stock shall be determined by the Committee in good faith.

                  (h) "Good  Cause"  shall mean (i) a  Participant's  willful or
gross misconduct or willful or gross negligence in the performance of his duties
for the  Corporation or for any Parent or Subsidiary  after prior written notice
of such misconduct or negligence and the continuance  thereof for a period of 30
days after  receipt by such  Participant  of such notice,  (ii) a  Participant's
intentional  or habitual  neglect of his duties for the  Corporation  or for any
Parent or  Subsidiary  after prior written  notice of such  neglect,  or (iii) a
Participant's  theft or  misappropriation  of funds of the Corporation or of any
Parent or Subsidiary or commission of a felony.

                  (i)  "Incentive  Stock  Option"  shall  mean  a  stock  option
satisfying the requirements  for tax-favored  treatment under Section 422 of the
Code.

                  (j)  "Non-Qualified  Option"  shall mean a stock  option which
does not satisfy the requirements for tax-favored treatment under Section 422 of
the Code.

                  (k)  "Option"  shall  mean  an  Incentive  Stock  Option  or a
Non-Qualified  Stock  Option  granted  pursuant to the  provisions  of Section V
hereof.

                  (l)  "Optionee"  shall  mean a  Participant  who is granted an
Option under the terms of this Plan.

                  (m)  "Parent"   shall  mean  a  parent   corporation   of  the
Corporation within the meaning of Section 424(e) of the Code.

                  (n) "Participant"  shall mean any employee or other individual
(including a Director Participant) participating under the Plan.

                  (o)      "Plan Award" shall mean an Option granted pursuant 
to the terms of this Plan.

                  (p) "Section 16" shall mean Section 16 of the Exchange Act and
the rules and regulations promulgated thereunder.

                  (q) "Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations thereunder.


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                  (r)  "Subsidiary"  shall mean a subsidiary  corporation of the
Corporation within the meaning of Section 424(f) of the Co
                                     SECTION I
                                  ADMINISTRATION

                  The Plan shall be  administered  by the Committee.  Subject to
the  provisions of the Plan,  the Committee may establish from time to time such
regulations,  provisions,  proceedings  and  conditions of awards which,  in its
opinion,  may be advisable in the  administration of the Plan. A majority of the
Committee shall  constitute a quorum,  and, subject to the provisions of Section
IV of the Plan, the acts of a majority of the members  present at any meeting at
which a quorum is  present,  or acts  approved  in writing by a majority  of the
Committee,  shall be the acts of the  Committee.  This Plan is  intended to be a
bifurcated plan.

                                     SECTION II
                                   SHARES AVAILABLE

                  Subject to the adjustments  provided in Section X of the Plan,
the aggregate  number of shares of the Common Stock which may be granted for all
purposes under the Plan shall be two million (2,000,000) shares. [Increased from
600,000 shares to 2,000,000 shares.] Shares of Common Stock underlying awards of
Options shall be counted  against the  limitation  set forth in the  immediately
preceding  sentence and may be reused (e.g.,  in the event that an Option to any
individual expires, is terminated unexercised,  or is forfeited as to any shares
covered thereby).  Incentive and Non-Qualified  Stock Options under the Plan may
be fulfilled in accordance with the terms of the Plan with either authorized and
unissued shares of the Common Stock,  issued shares of such Common Stock held in
the  Corporation's  treasury  or  shares of Common  Stock  acquired  on the open
market.

                                       SECTION III
                                       ELIGIBILITY

                  Eligible  participants  in the Plan shall include  present and
future (i) common law employees who are regularly  employed on a salaried basis,
(ii) non-employee directors, and (iii) consultants of the Corporation, or of any
Parent or Subsidiary.

                                        SECTION IV
                                  AUTHORITY OF COMMITTEE

                  The Plan shall be administered  by, or under the direction of,
the Committee, which shall administer the Plan so as to comply at all times with
the Exchange Act, to the extent such compliance is required, and, subject to the
Code,  shall otherwise have plenary  authority to interpret the Plan and to make
all determinations specified in or permitted by the Plan or deemed

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necessary  or  desirable  for  its  administration  or for  the  conduct  of the
Committee's  business.  Subject  to the  provisions  of  Section X  hereof,  all
interpretations and determinations of the Committee may be made on an individual
or group basis and shall be final,  conclusive,  and  binding on all  interested
parties. Subject to the express provisions of the Plan, the Committee shall have
authority, in its discretion, to determine the persons to whom Plan Awards shall
be granted, the times when such Plan Awards shall be granted, the number of Plan
Awards,  the purchase price or exercise price of each Plan Award,  the period(s)
during which such Plan Award shall be exercisable (whether in whole or in part),
the  restrictions  to be  applicable  to Plan  Awards  and the  other  terms and
provisions thereof (which need not be identical).  In addition, the authority of
the  Committee  (which may be exercised in its sole  discretion)  shall  include
without limitation the following:

                  (a) Financing.  The arrangement of temporary  financing for an
Optionee by registered  broker-dealers,  under the rules and  regulations of the
Federal Reserve Board, for the purpose of assisting the Optionee in the exercise
of an Option,  such  authority to include the payment by the  Corporation of the
commissions of the broker-dealer;

                  (b) Procedures for Exercise of Option.  The  establishment  of
procedures  for an Optionee  (i) to exercise an Option by payment of cash or any
other property acceptable to the Committee, (ii) to have withheld from the total
number of shares of Common  Stock to be acquired  upon the exercise of an Option
that number of shares having a Fair Market Value, which, together with such cash
as shall be paid in  respect  of  fractional  shares,  shall  equal  the  option
exercise  price of the total number of shares to be acquired,  (iii) to exercise
all or a  portion  of an Option by  delivering  that  number of shares of Common
Stock  already  owned by him having a Fair  Market  Value  which shall equal the
Option exercise price for the portion  exercised and, in cases where a Option is
not exercised in its  entirety,  to permit the Optionee to deliver the shares of
Common  Stock thus  acquired  by him in payment of shares of Common  Stock to be
received  pursuant to the exercise of  additional  portions of such Option,  the
effect of which shall be that an Optionee  can in  sequence  utilize  such newly
acquired  shares of Common Stock in payment of the exercise  price of the entire
option, together with such cash as shall be paid in respect of fractional shares
and (iv) to engage in any form of "cashless" exercise.

                  (c) Withholding.  The  establishment of a procedure  whereby a
number of shares of Common Stock or other  securities  may be withheld  from the
total  number of shares of Common  Stock or other  securities  to be issued upon
exercise  of an Option or for the tender of shares of Common  Stock owned by the
Participant  to meet the  obligation of  withholding  for taxes  incurred by the
Optionee upon such exercise.

                  (d) Types of Plan Awards.  The  Committee  may grant awards in
the form of one or more of  Incentive  Stock  Options  and  Non-Qualified  Stock
Options.


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                                SECTION V
                              STOCK OPTIONS

                  The Committee shall have the authority, in its discretion,  to
grant  Incentive  Stock  Options or to grant  Non-Qualified  Stock Options or to
grant both types of Options.  No Option shall be granted for a term of more than
ten (10) years.  Notwithstanding  anything contained herein to the contrary,  an
Incentive  Stock  Option may be  granted  only to common  law  employees  of the
Corporation or of any Parent or Subsidiary  now existing or hereafter  formed or
acquired,  and not to any  director or officer who is not also such a common law
employee.  The terms and conditions of the Options shall be determined from time
to time by the Committee;  provided, however, that the Options granted under the
Plan shall be subject to the following:

                  (a) Exercise Price. The Committee shall establish the exercise
price at the time any Option is granted at such  amount as the  Committee  shall
determine;  provided,  however, that the exercise price for each share of Common
Stock  purchasable  under any Incentive Stock Option granted  hereunder shall be
such amount as the Committee  shall,  in its best judgment,  determine to be not
less  than one  hundred  percent  (100%) of the Fair  Market  Value per share of
Common Stock at the date the Option is granted; and provided,  further,  that in
the case of an Incentive  Stock Option granted to a person who, at the time such
Incentive Stock Option is granted, owns shares of stock of the Corporation or of
any Parent or Subsidiary  which possess more than ten percent (10%) of the total
combined voting power of all classes of shares of stock of the Corporation or of
any Parent or  Subsidiary,  the  exercise  price for each share of Common  Stock
shall be such amount as the Committee, in its best judgment,  shall determine to
be not less than one  hundred ten  percent  (110%) of the Fair Market  Value per
share of Common Stock at the date the Option is granted. The exercise price will
be subject to adjustment in accordance  with the provisions of Section VI of the
Plan.

                  (b) Payment of Exercise  Price.  The price per share of Common
Stock  with  respect to each  Option  shall be payable at the time the Option is
exercised.  Such price shall be payable in cash or, upon the  discretion  of the
Committee,  pursuant to any of the  methods  set forth in Sections  IV(a) or (b)
hereof.  Shares of Common Stock  delivered to the  Corporation in payment of the
exercise  price shall be valued at the Fair Market  Value of the Common Stock on
the date preceding the date of the exercise of the Option.

                  (c)   Exercisability   of  Options.   Each  Option   shall  be
exercisable in whole or in installments, and at such time(s), and subject to the
fulfillment  of any  conditions  on  exercisability  as may be determined by the
Committee at the time of the grant of such Options. The right to purchase shares
of Common  Stock  shall be  cumulative  so that when the right to  purchase  any
shares  of Common  Stock has  accrued  such  shares of Common  Stock or any part
thereof  may be  purchased  at any  time  thereafter  until  the  expiration  or
termination of the Option.


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                  (d)  Expiration  of  Options.  No Option by its terms shall be
exercisable after the expiration of ten (10) years from the date of grant of the
Option; provided, however, in the case of an Incentive Stock Option granted to a
person  who,  at the time such  Option is  granted,  owns shares of stock of the
Corporation  or of any Parent or  Subsidiary  possessing  more than ten  percent
(10%) of the total  combined  voting  power of all classes of shares of stock of
the  Corporation  or of any  Parent  or  Subsidiary,  such  Option  shall not be
exercisable  after the expiration of five (5) years from the date such Option is
granted.

                  (e) Exercise Upon Death of Optionee. Subject to the provisions
of Section V(h) hereof,  in the event of the death of the Optionee  prior to his
termination of employment with the Corporation or with any Parent or Subsidiary,
or within three (3) months of the date of such termination  (other than for Good
Cause),  his estate (or other  beneficiary,  if so  designated in writing by the
Participant)  shall have the right,  within one (1) year after the date of death
(but in no case after the  expiration  date of the  Option(s)),  to exercise his
Option(s)  with  respect to all or any part of the shares of Common  Stock as to
which the  deceased  Optionee  had not  exercised  his Option at the time of his
death,  but only to the extent such Option or Options  were  exercisable  on the
date of his death (or,  if  provided in an Option  Agreement  with  respect to a
particular Optionee,  at the date of exercise determined as if the Optionee died
on such date).

                  (f)  Exercise  Upon  Disability  of  Optionee.  Subject to the
provisions of Section and V(h) hereof,  if the employment by the  Corporation or
by any Parent or Subsidiary of an Optionee is terminated  because of Disability,
he shall have the right,  within one (1) year after the date of such termination
(but in no case after the  expiration of the Option),  to exercise his Option(s)
with respect to all or any part of the shares of Common Stock as to which he had
not exercised his Option at the time of such termination, but only to the extent
such  Option or  Options  were  exercisable  on the date of his  termination  of
employment.

                  (g) Exercise Upon Optionee's  Termination of Employment.  With
respect to Incentive  Stock  Options,  if the  employment  of an Optionee by the
Corporation  or by any  Parent  or  Subsidiary  is  terminated  for  any  reason
(including,  but not  limited  to, Good  Cause)  other than those  specified  in
Sections  V(e) and (f)  above,  then  the  Optionee  shall,  at the time of such
termination of employment, forfeit his rights to exercise all of such Option(s).
With respect to any Non-Qualified Stock Options, if the Optionee's employment or
other  relationship  with  the  Corporation  or  any  Parent  or  Subsidiary  is
terminated  for any reason  other than for death or  disability  (as governed by
Sections V(e) and (f) above), then, except as otherwise expressly provided in an
agreement  covering an option granted to an Optionee,  the  Optionee's  right to
exercise such Option shall also  terminate on the date on which such  Optionee's
employment or other relationship  terminated.  In each case an option shall only
be exercisable to the extent it was exercisable on the date of  termination.  In
all cases,  however,  if the  termination of the Optionee's  employment or other
relationship  with the  Corporation or any Parent or Subsidiary is determined by
the  Committee  to have been for Good  Cause,  then the  Option  and all  rights
thereunder  shall  terminate on the date of  termination  of  employment or such
other relationship.

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                  (h) Maximum Amount of Incentive Stock Options. Each Plan Award
under which Incentive Stock Options are granted shall provide that to the extent
the  aggregate  of the (i) Fair  Market  Value of the  shares  of  Common  Stock
(determined as of the time of the grant of the Option) subject to such Incentive
Stock Option and (ii) the fair market  values  (determined  as of the date(s) of
grant of the options) of all other  shares of Common Stock  subject to incentive
stock  options  granted  to an  Optionee  by the  Corporation  or any  Parent or
Subsidiary,  which are exercisable  for the first time by any individual  during
any calendar  year,  exceed(s) one hundred  thousand  dollars  ($100,000),  such
excess  shares of Common Stock shall not be deemed to be  purchased  pursuant to
Incentive Stock Options.  The terms of the immediately  preceding sentence shall
be  applied  by taking  options  into  account  in the  order in which  they are
granted.

                                   SECTION VI
                             ADJUSTMENT OF SHARES

                  In the event  there is any change in the  Common  Stock of the
Corporation  by reason of any  reorganization,  recapitalization,  stock  split,
stock  dividend or otherwise,  there shall be  substituted  for or added to each
share of Common Stock theretofore  appropriated or thereafter  subject, or which
may  become  subject,  to any  Option  the number and kind of shares of stock or
other securities into which each  outstanding  share of Common Stock shall be so
changed or for which each such share shall be  exchanged,  or to which each such
share be  entitled,  as the case may be, and the per share  price  thereof  also
shall be appropriately  adjusted.  Notwithstanding the foregoing,  (i) each such
adjustment with respect to an Incentive Stock Option shall comply with the rules
of Section  424(a) of the Code and (ii) in no event shall any adjustment be made
which would render any Incentive Stock Option granted hereunder to be other than
an incentive stock option for purposes of Section 422 of the Code.

                                    SECTION VII
                             MISCELLANEOUS PROVISIONS

                  (a) Administrative Procedures. The Committee may establish any
procedures   determined   by  it   to  be   appropriate   in   discharging   its
responsibilities  under the Plan. Subject to the provisions of Section X hereof,
all actions and decisions of the Committee shall be final.

                  (b) Assignment or Transfer. No grant or award of any Incentive
Stock Option or any other  "derivative  security"  (as defined by Rule  16a-l(c)
promulgated  under  the  Exchange  Act)  made  under  the Plan or any  rights or
interests therein shall be assignable or transferable by a Participant except by
will or the laws of descent and distribution or pursuant to a qualified domestic
relations order.  During the lifetime of a Participant Options granted hereunder
shall be exercisable only by the Participant.

                  (c) Investment Representation. In the case of Plan Awards paid
in shares of Common Stock or other securities,  the Committee may require,  as a
condition of receiving such

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securities,  that  the  Participant  furnish  to the  Corporation  such  written
representations and information as the Committee deems appropriate to permit the
Corporation,  in  light  of  the  existence  or  nonexistence  of  an  effective
registration  statement  under the Securities Act to deliver such  securities in
compliance with the provisions of the Securities Act.

                  (d) Withholding Taxes. The Corporation shall have the right to
deduct from all cash  payments  hereunder any federal,  state,  local or foreign
taxes required by law to be withheld with respect to such payments.  In the case
of the issuance or distribution of Common Stock or other  securities  hereunder,
the Corporation,  as a condition of such issuance or  distribution,  may require
the payment (through withholding from the Participant's salary, reduction of the
number of shares of Common Stock or other securities to be issued, or otherwise)
of any such  taxes.  Subject to the Rules  promulgated  under  Section 16 of the
Exchange Act (to the extent  applicable),  and to the consent of the  Committee,
the  Participant,  may  satisfy  the  withholding  obligations  by paying to the
Corporation  a cash  amount  equal to the amount  required  to be withheld or by
tendering to the  Corporation  a number of shares of Common Stock having a value
equivalent  to  such  cash  amount,  or by  use of any  available  procedure  as
described under Section IV(c) hereof.

                  (e)  Costs  and   Expenses.   The   costs  and   expenses   of
administering  the  Plan  shall be borne by the  Corporation  and  shall  not be
charged against any award nor to any employee receiving a Plan Award.

                  (f)  Funding  of  Plan.  The  Plan  shall  be  unfunded.   The
Corporation  shall not be required to segregate  any of its assets to assure the
payment of any Plan Award under the Plan. Neither the Participants nor any other
persons  shall have any interest in any fund or in any specific  asset or assets
of the  Corporation  or any other entity by reason of any Plan Award,  except to
the extent expressly provided  hereunder.  The interests of each Participant and
former  Participant  hereunder is unsecured  and shall be subject to the general
creditors of the Corporation.

                  (g) Other Incentive  Plans.  The adoption of the Plan does not
preclude  the  adoption by  appropriate  means of any other  incentive  plan for
employees.

                  (h) Plurals and Gender. Where appearing in the Plan, masculine
gender shall  include the feminine and neuter  genders,  and the singular  shall
include the  plural,  and vice versa,  unless the  context  clearly  indicates a
different meaning.

                  (i) Headings.  The headings and  sub-headings in this Plan are
inserted  for the  convenience  of  reference  only and are to be ignored in any
construction of the provisions hereof.

                  (j) Severability.  In case any provision of this Plan shall be
held  illegal  or void,  such  illegality  or  invalidity  shall not  affect the
remaining provisions of this Plan, but shall be fully

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severable,  and the Plan shall be  construed  and enforced as if said illegal or
invalid provisions had never been inserted herein.

                  (k) Payments Due Missing Persons. The Corporation shall make a
reasonable  effort to locate all persons  entitled  to benefits  under the Plan;
however,  notwithstanding any provisions of this Plan to the contrary, if, after
a period  of one (1) year  from the date  such  benefit  shall be due,  any such
persons entitled to benefits have not been located,  their rights under the Plan
shall stand suspended.  Before this provision becomes operative, the Corporation
shall send a certified  letter to all such  persons at their last known  address
advising  them that their rights under the Plan shall be  suspended.  Subject to
all  applicable  state laws,  any such  suspended  amounts  shall be held by the
Corporation  for a period of one (1) additional year and thereafter such amounts
shall be forfeited and thereafter remain the property of the Corporation.

                  (l) Liability and Indemnification. (i) Neither the Corporation
nor any Parent or Subsidiary  shall be  responsible in any way for any action or
omission of the Committee,  or any other fiduciaries in the performance of their
duties and  obligations  as set forth in this  Plan.  Furthermore,  neither  the
Corporation  nor any Parent or Subsidiary  shall be  responsible  for any act or
omission of any of their  agents,  or with  respect to  reliance  upon advice of
their counsel  provided that the Corporation  and/or the  appropriate  Parent or
Subsidiary  relied in good  faith upon the action of such agent or the advice of
such counsel.

                           (ii) Except for their own gross negligence or willful
         misconduct regarding the performance of the dates specifically assigned
         to them under or their willful  breach of the terms of, this Plan,  the
         Corporation, each Parent and Subsidiary and the Committee shall be held
         harmless by the Participants,  former  Participants,  beneficiaries and
         their  representatives  against liability or losses occurring by reason
         of any  act  or  omission.  Neither  the  Corporation,  any  Parent  or
         Subsidiary,  the  Committee,  nor  any  agents,  employees,   officers,
         directors or  shareholders  of any of them,  nor any other person shall
         have any liability or responsibility  with respect to this Plan, except
         as expressly provided herein.

                  (m)  Incapacity.  If  the  Committee  shall  receive  evidence
satisfactory  to it that a person  entitled to receive payment of any Plan Award
is, at the time when such benefit becomes payable,  a minor, or is physically or
mentally  incompetent  to receive  such Plan  Award and to give a valid  release
thereof,  and that another person or an  institution is then  maintaining or has
custody of such person and that no guardian,  committee or other  representative
of the estate of such person shall have been duly  appointed,  the Committee may
make payment of such Plan Award  otherwise  payable to such person to such other
person or  institution,  including a custodian  under a Uniform  Gifts to Minors
Act,  or  corresponding  legislation  (who shall be an adult,  a guardian of the
minor or a trust  company),  and the release of such other person or institution
shall be a valid and complete discharge for the payment of such Plan Award.


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                  (n)  Cooperation of Parties.  All parties to this Plan and any
person  claiming  any interest  hereunder  agree to perform any and all acts and
execute any and all  documents  and papers which are  necessary or desirable for
carrying out this Plan or any of its provisions.

                  (o) Governing  Law. All questions  pertaining to the validity,
construction  and  administration  of the Plan shall be determined in accordance
with the laws of the State of New York.

                  (p) Nonguarantee of Employment or Other Relationships. Nothing
contained in this Plan shall be construed  as a contract of  employment  between
the Corporation (or any Parent or Subsidiary),  and any employee or Participant,
as a right of any employee or  Participant  to be continued in the employment of
or other relationship with the Corporation (or any Parent or Subsidiary),  or as
a limitation  on the right of the  Corporation  or any Parent or  Subsidiary  to
discharge any of its employees, consultants or directors with or without cause.

                  (q)  Notices.  Each  notice  relating to this Plan shall be in
writing and delivered in person or by certified mail to the proper address.  All
notices to the  Corporation  or the Committee  shall be addressed to it at 18-01
Pollitt Drive,  Fair Lawn,  New Jersey 07410,  Attn:  Secretary.  All notices to
Participants, former Participants,  beneficiaries or other persons acting for or
on behalf of such persons  shall be addressed to such person at the last address
for such person maintained in the Committee's records.

                  (r) Written Agreements.  Each Plan Award shall be evidenced by
a  signed  written   agreement  between  the  Corporation  and  the  Participant
containing the terms and conditions of the award.

                               SECTION VIII
                  AMENDMENT OR TERMINATION OF PLAN

                  The Board of Directors of the Corporation shall have the right
to amend,  suspend or terminate the Plan at any time, provided that no amendment
shall be made  which  shall  increase  the total  number of shares of the Common
Stock of the Corporation which may be issued and sold pursuant to Options reduce
the minimum  exercise price in the case of an Incentive Stock Option,  or modify
the  provisions  of the Plan relating to  eligibility  with respect to Incentive
Stock  Options  unless  such  amendment  is made by or with the  approval of the
stockholders (such approval being granted within 12 months of the effective date
of  such  amendment).  The  Board  of  Directors  of the  Corporation  shall  be
authorized to amend the Plan and the Options granted  thereunder (i) to maintain
qualification  as "incentive stock options" within the meaning of Section 422 of
the Code,  if  applicable  or (ii) to comply  with Rule 16b-3 (or any  successor
rule) promulgated  under the Exchange Act. Except as otherwise  provided herein,
no amendment,  suspension or  termination  of the Plan shall alter or impair any
Plan Awards previously granted under the Plan, without the consent of the holder
thereof.

                                      -11-
             


<PAGE>



                                    SECTION IX
                                   TERM OF PLAN

                  The Plan shall remain in effect  until March 21, 2005,  unless
sooner  terminated  by such Board of  Directors.  No Plan  Awards may be granted
under the Plan subsequent to the termination of the Plan.

                                      SECTION X
                                  CLAIMS PROCEDURES

                  (a)  Denial.  If  any  Participant,   former   Participant  or
beneficiary is denied any vested benefit to which he is, or reasonably  believes
he is,  entitled under this Plan,  either in total or in an amount less than the
full vested benefit to which he would normally be entitled,  the Committee shall
advise such person in writing the specific reasons for the denial. The Committee
shall also furnish such person at the time with a written notice  containing (i)
a specific  reference to pertinent  Plan  provisions,  (ii) a description of any
additional  material  or  information  necessary  for such person to perfect his
claim,  if possible,  and an  explanation of why such material or information is
needed and (iii) an explanation of the Plan's claim review procedure.

                  (b) Written  Request for Review.  Within 60 days of receipt of
the information stated in subsection (a) above, such person shall, if he desires
further review, file a written request for reconsideration with the Committee.

                  (c) Review of Document.  So long as such person's  request for
review is pending  (including the 60 day period in subsection  (b) above),  such
person or his duly authorized representative may review pertinent Plan documents
and may submit issues and comments in writing to the Committee.

                  (d)  Committee's  Final  and  Binding  Decision.  A final  and
binding  decision shall be made by the Committee within 60 days of the filing by
such person of this request for reconsideration;  provided, however, that if the
Committee,  in its  discretion,  feels  that a hearing  with such  person or his
representative  is necessary or desirable,  this period shall be extended for an
additional 60 days.

                  (e) Transmittal of Decision. The Committee's decision shall be
conveyed to such person in writing and shall  include  specific  reasons for the
decision,  written in a manner  calculated to be understood by such person,  the
specific  references to the pertinent  Plan  provisions on which the decision is
based.

                  (f)  Limitation on Claims.  Notwithstanding  any provisions of
this Plan to the contrary,  no Participant (nor the estate or other  beneficiary
of a  Participant)  shall be entitled to assert a claim against the  Corporation
(or against any Parent or Subsidiary) more than three years

                                    -12-
                    


<PAGE>



after the date the Participant (or his estate or other beneficiary) initially is
entitled to receive benefits hereunder.


                                     -13-
                          


<PAGE>


                       COVER-ALL TECHNOLOGIES INC.


                     1995 EMPLOYEE STOCK OPTION PLAN,

                                AS AMENDED

                              ---------------

                      Effective as of March 22, 1995


                                     -14-