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                                                                EXHIBIT 10(Q)(7)

                          SUBSIDIARY SECURITY AGREEMENT
                               (WITH IP SCHEDULE)


     This SECURITY AGREEMENT is made and entered into as of this 28th day of
June, 2001, among COVER-ALL SYSTEMS, INC., a Delaware corporation (the
"Guarantor"), and RENAISSANCE US GROWTH & INCOME TRUST PLC ("RUSGIT"), BFSUS
SPECIAL OPPORTUNITIES TRUST PLC, a public limited company registered in England
and Wales ("BFSUS") (RUSGIT and BFSUS collectively referred to as "Lender"), and
RENAISSANCE CAPITAL GROUP, INC., a Texas corporation, as agent for the Lender
(the "Agent").

     WHEREAS, Lender, Agent and Cover-All Technologies Inc. (the "Borrower"),
have entered into a Convertible Loan Agreement of even date herewith (the "Loan
Agreement"), pursuant to which Lender will lend to the Borrower the aggregate
principal amount of $1,400,000 evidenced by the Borrower's 8.00% Convertible
Debentures of even date herewith (the "Debentures");

     WHEREAS, as a condition for entering into the Loan Agreement and providing
the Loan, Lender required that Guarantor, a subsidiary of the Borrower,
guarantee the Obligations of the Borrower and grant a security interest in the
assets of Guarantors as collateral for such Guarantee; and

     WHEREAS, Guarantors executed a Guarantee of even date herewith in favor of
Lender (the "Guarantee"), whereby Guarantors guaranteed the due performance and
full and prompt payment of all obligations and indebtedness of the Borrower
arising under the Loan Agreement;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements set forth herein, the parties hereby agree as follows:

     1. GRANT OF SECURITY INTEREST. In order to secure payment when due of all
Obligations now existing or hereafter incurred, Guarantors hereby irrevocably
grant to Lender a first and prior security interest in the following property of
Guarantors (the "Collateral"), whether now owned or existing, or hereafter
acquired, owned, existing or arising (whether by contract or operation of law),
and wherever located, which shall be retained by Lender, until the Obligations
have been paid in full and the Loan Agreement has been terminated.

              (i)   All accounts (including inter-company receivables), contract
          rights, chattel paper and rights of payment of every kind
          (collectively, "Accounts") and instruments and general intangibles of
          Guarantor.

              (ii)  All bank accounts of Guarantor.

              (iii) All monies and property of any kind of Guarantor, now or
          hereafter, in the possession or under the control of Lender, Agent or
          a bailee of Lender.

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              (iv)  All licenses, patents, patent applications, copyrights,
          trademarks, trademark applications, trade names, assumed names,
          service marks and service mark applications and other intellectual
          property of Guarantor, as more particularly described on SCHEDULE 1
          attached hereto and incorporated herein for all purposes.

               (v)  All inventory, equipment (including any and all computer
          hardware and components), machinery and fixtures of Guarantor in all
          forms and wherever located, and all parts and products thereof, all
          accessories thereto, and all documents therefor.

               (vi) All books and records (including, without limitation,
          customer lists, credit files, tapes, ledger cards, computer software
          and hardware, electronic data processing software, computer programs,
          printouts and other computer materials and records) of Guarantor
          evidencing or containing information regarding or otherwise pertaining
          to any of the foregoing.

               (vii) All accessories to, substitutions for and all replacements,
          products and proceeds of the foregoing including, without limitation,
          proceeds of insurance policies insuring the Collateral (including, but
          not limited to, claims paid and premium refunds).

     2. INSURANCE ON COLLATERAL. Guarantors further warrant and agree that in
each case where the terms of any such Accounts require the Guarantor or the
account debtor named in such Account to place or carry insurance in respect of
the property to which such Account relates, the Guarantor or the account debtor
will pay for and maintain such insurance.

     3. DELIVERY OF RECEIVABLES. Upon Lender's or Agent's request, upon the
occurrence of an Event of Default, the Guarantors will, at any reasonable time
and at Guarantor's own expense, physically deliver to Lender or Agent all
Accounts assigned to Lender at any reasonable place or places designated by
Lender or Agent. Failure to deliver any Account, or failure to deliver physical
possession of any instruments, documents or writings in respect of any Account
shall not invalidate Lender's Lien and security interest therein, except to the
extent that possession may be required by applicable law for the perfection of
said Lien or security interest, in which latter case, the Account shall be
deemed to be held by Guarantors as the custodian agent of Lender, for the
benefit of Lender. Failure of Lender or Agent to demand or require Guarantors to
include any Account in any schedule, to execute any schedule, to assign and
deliver any schedule or to deliver physical possession of any instruments,
documents or writings related to any Account shall not relieve Guarantors of
their duty so to do.

     4. COLLECTION OF RECEIVABLES. Guarantors hereby agree that they shall use
commercially reasonable efforts, at their sole cost and expense and in their own
names, to promptly and diligently collect and enforce payment of all Accounts
and Guarantors will defend and hold Lender harmless from any and all loss,
damage, penalty, fine or expense arising from such collection or enforcement.

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     5. FINANCING STATEMENTS. Guarantors agree to execute all financing
statements and amendments thereto as Lender or Agent may request from time to
time to evidence the security interest granted to Lender hereunder and will pay
all filing fees and taxes, if any, necessary to effect the filing thereof.
Wherever permitted by law, Guarantors authorize Lender or Agent to file
financing statements with respect to the Collateral without the signature of
Guarantors, and shall give notice thereof to the Guarantors. Without the written
consent of Lender or Agent, Guarantors will not allow any financing statement or
notice of assignment to be on file in any public office covering any Collateral,
proceeds thereof or other matters subject to the security interest granted to
Lender herein, unless such financing statement relates to a Permitted Lien.

     6. LENDER'S PAYMENT OF CLAIMS. Lender may, in its sole discretion,
discharge or obtain the release of any security interest, lien, claim or
encumbrance asserted by any Person against the Collateral, other than a
Permitted Lien. All sums paid by Lender in respect thereof shall be payable, on
demand, by Guarantors to such Lender and shall be a part of the Obligations.

     7. DEFAULT AND REMEDIES.

        (a) Guarantors shall be in default hereunder upon the occurrence of an
     Event of Default, as set forth in the Loan Agreement.

        (b) Upon the occurrence of any Event of Default which shall be
     continuing, (i) unless Lender or Agent shall elect otherwise, the entire
     unpaid amount due under the Guarantee as are not then otherwise due and
     payable shall become immediately due and payable without notice to
     Guarantors or demand by Lender or Agent and (ii) either Lender or Agent may
     at its or their option exercise from time to time any and all rights and
     remedies available to them under the Uniform Commercial Code or otherwise,
     including the right to foreclose or otherwise realize upon the Collateral
     and to dispose of any of the Collateral at one or more public or private
     sales or other proceedings, and Guarantors agree that any of Lender, Agent
     or their nominee may become the purchaser at any such sale or sales.
     Guarantors agree that twenty (20) days shall be reasonable prior notice of
     the date of any public sale or other disposition, if the same may be made.
     All rights and remedies granted Lender hereunder or under any other
     agreement between Lender and Guarantors shall be deemed concurrent and
     cumulative and not alternative, and Lender, or Agent on its behalf, may
     proceed with any number of remedies at the same time or at different times
     until all the Obligations are fully satisfied. The exercise of any one
     right or remedy shall not be deemed a waiver or release of or an election
     against any other right or remedy. Guarantors shall pay to Lender or Agent,
     on demand, any and all expenses (including reasonable attorneys' fees and
     legal expenses) which may have been incurred by Lender or Agent (i) in the
     prosecution or defense of any action growing out of or connected with the
     subject matter of this Agreement, the Guarantee, the Collateral or any of
     Lender's rights therein or thereto; or (ii) in connection with the custody,
     preservation, use, operation, preparation for sale or sale of the
     Collateral, the incurring of all of which are hereby authorized to the
     extent Lender or Agent deem the same advisable. Guarantors' liability to
     Lender or Agent for any such payment shall be included in the Obligations.
     The proceeds of any Collateral received by Lender or Agent


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     at any time before or after default, whether from a sale or other
     disposition of Collateral or otherwise, or the Collateral itself, may be
     applied to the payment in full or in part of such of the Obligations and in
     such order and manner as Lender or Agent may elect.

     8. REPRESENTATIONS AND COVENANTS OF GUARANTOR. Guarantor hereby represents
to and agrees with Lender as follows:

        (a) Guarantor owns the Collateral as sole owner, free and clear of any
     Liens, other than Permitted Liens.

        (b) So long as any amounts due pursuant to the Loan Agreement remain
     unpaid, Guarantor agrees not to sell, assign or transfer the Collateral,
     other than the sale of Collateral in the ordinary course of business, and
     to maintain it free and clear of any Liens, other than Permitted Liens.

     9. MISCELLANEOUS.

        (a) This Agreement shall bind and inure to the benefit of the parties
     and their respective heirs, personal representatives, successors and
     assigns, except that Guarantor shall not assign any of its rights hereunder
     without the prior written consent of the holders of more than 50% of the
     principal amount of the then outstanding Debentures.

        (b) Any provision hereof which is prohibited or unenforceable in any
     jurisdiction shall, as to such jurisdiction, be ineffective to the extent
     of such prohibition or unenforceability without affecting the validity or
     enforceability of the remainder of this Agreement or the validity or
     enforceability of such provision in any other jurisdiction.

        (c) All issues arising hereunder shall be governed by the laws of the
     State of Texas.

        (d) Guarantor hereby consents to the jurisdiction of the courts of the
     State of Texas in any action or proceeding which may be brought against
     them under or in connection with this Agreement or any transaction
     contemplated hereby or to enforce any agreement contained herein, and in
     the event any such action or proceeding shall be brought against one or
     both of them, Guarantors agree not to raise any objection to such
     jurisdiction or to the laying of venue in Dallas County, Texas or, if
     applicable, any other county in any state in which Collateral is located.

        (e) Any notices or other communications required or permitted to be
     given by this Agreement or any other documents and instruments referred to
     herein must be (i) given in writing and personally delivered, mailed by
     prepaid certified or registered mail

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     or sent by overnight service, such as FedEx, or (ii) made by telex or
     facsimile transmission delivered or transmitted to the party to whom such
     notice or communication is directed, with confirmation thereupon given in
     writing and personally delivered or mailed by prepaid certified or
     registered mail.

     If to Guarantor to:

     Cover-All Systems, Inc.
     18-01 Pollitt Drive
     Fair Lawn, NJ 07410
     Attn.:   John W. Robin
              Chairman and CEO
     Telephone:        (201) 794-4800
     Facsimile:        (201) 475-9287


     with a copy to:

     Piper Marbury Rudnick & Wolfe LLP
     1251 Avenue of the Americas
     New York, New York 10021
     Attn: Leonard Gubar, Esq.
     Telephone:        (212) 835-6020
     Facsimile:        (212) 835-6001

     If to Lender to:

     Renaissance US Growth & Income Trust PLC
     c/o Renaissance Capital Group, Inc.
     8080 North Central Expressway, Suite 210-LB59
     Dallas, Texas 75206
     Attn.:  John A. Schmit
                Vice President
     Telephone:  (214) 891-8294
     Facsimile:  (214) 891-8291

     BFSUS Special Opportunities Trust PLC
     c/o Renaissance Capital Group, Inc.
     8080 North Central Expressway, Suite 210-LB59
     Dallas, Texas 75206
     Attn.:  John A. Schmit
                Vice President
     Telephone:  (214) 891-8294
     Facsimile:  (214) 891-8291

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     with a copy to:

     Norman R. Miller, Esq.
     Kirkpatrick & Lockhart LLP
     1717 Main Street, Suite 3100
     Dallas, Texas 75201
     Telephone:  (214) 939-4906
     Facsimile:  (214) 939-4949

     If to Agent to:

     Renaissance Capital Group, Inc.
     8080 North Central Expressway, Suite 210-LB59
     Dallas, Texas 75206
     Attn.:   John A. Schmit
              Vice President
     Telephone:  (214) 891-8294
     Facsimile:  (214) 891-8291

     with a copy to:

     Norman R. Miller, Esq.
     Kirkpatrick & Lockhart LLP
     1717 Main Street, Suite 3100
     Dallas, Texas 75201
     Telephone:  (214) 939-4906
     Facsimile:  (214) 939-4949

          Any notice delivered personally in the manner provided herein will be
     deemed given to the party to whom it is directed upon the party's (or its
     agent's) actual receipt. Any notice addressed and mailed in the manner
     provided herein will be deemed given to the party to whom it is addressed
     at the close of business, local time of the recipient, on the fourth
     business day after the day it is placed in the mail, or, if earlier, the
     time of actual receipt.

          (f) Capitalized terms used herein, unless otherwise defined herein,
     have the definitions given them in the Loan Agreement among Borrower and
     Lender, Agent.

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     IN WITNESS WHEREOF, this Agreement has been duly executed as of the date
and year written above.

                                   COVER-ALL SYSTEMS INC.



                                   By:      /s/ John W. Roblin
                                            ------------------------------------
                                            John W. Roblin, Chairman and CEO

                                   LENDER:

                                   RENAISSANCE US GROWTH & INCOME TRUST PLC


                                   By:      /s/ Russell Cleveland
                                            ------------------------------------
                                   Name:    Russell Cleveland
                                   Title:   Director

                                   BFSUS SPECIAL OPPORTUNITIES TRUST PLC


                                   By:      /s/ Russell Cleveland
                                            ------------------------------------
                                   Name:    Russell Cleveland
                                   Title:   Director

                                   AGENT:

                                   RENAISSANCE CAPITAL, GROUP, INC.



                                   By:      /s/ Russell Cleveland
                                            ------------------------------------
                                   Name:    Russell Cleveland
                                   Title:   President and CEO


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