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                                                                EXHIBIT 10(Q)(5)

                           BORROWER SECURITY AGREEMENT
                               (WITH IP SCHEDULE)


         This SECURITY AGREEMENT (this "Agreement"), dated as of June 28, 2001,
is entered into among COVER-ALL TECHNOLOGIES INC., a Delaware corporation
("Borrower"), 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").


                                    RECITALS

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

     B. As a condition for entering into the Loan Agreement and providing the
Loan, Lender required that Borrower grant a security interest in its assets as
collateral for such Loan.

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

     1. GRANT OF SECURITY INTEREST. (a) In order to secure payment when due of
the Obligations now existing or hereafter incurred, Borrower hereby irrevocably
grants to the Lender a first and prior security interest in the following
property of the Borrower (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 Borrower.

          (ii) All bank accounts of Borrower.

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

          (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 Borrower, as more particularly described
               on SCHEDULE 1 attached hereto and incorporated herein for all
               purposes.

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          (v)  All inventory, equipment (including any and all computer hardware
               and components), machinery and fixtures of Borrower 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 Borrower
               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. Borrower further warrants and agrees that it
will pay for and maintain insurance in the amounts and of the types required
pursuant to Section 5.12 of the Loan Agreement.

     3. DELIVERY OF RECEIVABLES. Upon Agent's request, upon the occurrence and
during the continuance of an Event of Default, Borrower will, at any reasonable
time and at Borrower's own expense, physically deliver to Agent, all Accounts
(including inter-company receivables) assigned to Agent at any reasonable place
or places designated by 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 Agent'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 the Borrower as the custodian agent of Agent, for
the benefit of Lender. Failure of Agent to demand or require Borrower 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 Borrower of its duty so to do.

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

     5. FINANCING STATEMENTS. Borrower agrees to execute all financing
statements and amendments thereto as Agent, on behalf of the Lender, may request
from time to time to evidence the security interest granted to Agent hereunder
and will pay the cost of all filing fees and taxes, if any, necessary to effect
the filing thereof. Wherever permitted by law, during the term of this
Agreement, Borrower authorizes Agent to file financing statements with respect
to the Collateral without the signature of Borrower, and shall give notice
thereof to Borrower. Without the written consent of Agent, Borrower 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

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matters subject to the security interest granted to Agent 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 Lien asserted by any Person against the
Collateral, other than a Permitted Lien which, in the Lender's judgment, may
have a Material Adverse Effect on the Lender's rights with respect to the
Collateral. All sums paid by Lender in respect thereof shall be payable, on
demand, by Borrower to Lender and shall be a part of the Obligations.

     7. DEFAULT AND REMEDIES.

        a. Borrower shall be in default hereunder upon the occurrence and during
     the continuation of an Event of Default, as set forth in the Loan
     Agreement.

        b. Upon the occurrence and during the continuation of any Event of
     Default (i) unless Lender or Agent shall elect otherwise, the entire unpaid
     amount of the Obligations due under the Loan Agreement, as are not then
     otherwise due and payable, shall become immediately due and payable without
     notice to Borrower 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 Borrower agrees that any of Lender,
     Agent or their nominee may become the purchaser at any such sale or sales.
     Borrower agrees that twenty (20) days shall be reasonable prior notice of
     the date of any public sale or other disposition of the same. All rights
     and remedies granted Lender hereunder or under any other agreement between
     Lender and Borrower 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. Borrower 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 arising under this Agreement, 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.
     Borrower's 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 at any time before or after an Event of 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 BORROWER. Borrower hereby represents to
and agrees with Lender as  follows:

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

        b. So long as any Obligations remain unpaid, Borrower agrees not to
     sell, assign or transfer the Collateral, other than sales 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 Borrower shall not assign any of its rights hereunder without
     the prior written consent of 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. This Agreement shall be governed by and construed and enforced in
     accordance with the substantive laws of the State of Texas, without regard
     to the conflicts of laws provisions thereof, and the applicable laws of the
     United States. Venue and jurisdiction shall be in the state or federal
     courts in Dallas County, Texas.

        d. Borrower hereby consents to the jurisdiction of the courts of the
     State of Texas in any action or proceeding which may be brought against it
     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 it, Borrower agrees 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. All capitalized terms, unless otherwise specified, have the meanings
     assigned to them in the Loan Agreement and the Debentures.

        f. 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 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.

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     If to Borrower to:

     Cover-All Technologies Inc.
     18-01 Pollitt Drive
     Fair Lawn, NJ 07410
     Attn.:   John W. Roblin
              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.

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

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK;
                            SIGNATURE PAGE FOLLOWS.]


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

                                 BORROWER:

                                 COVER-ALL TECHNOLOGIES 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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