Converted by EDGARwiz



Exhibit 10(e)(10)



























EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT
 entered into on March 7, 2012, by and between COVER-ALL TECHNOLOGIES INC., a Delaware corporation (the “Company
”), having its principal office at 55 Lane Road, Fairfield, New Jersey 07004, and MANISH D. SHAH, currently residing at 7
Todd Street, Hillsborough, New Jersey 08844 (the “Executive”).

W I T N E S S E T H :

WHEREAS, the Company and
the Executive wish to set forth in this Agreement the terms and conditions under which the Executive will continue to be employed by the
Company, as provided herein.

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

1.  

Employment.  The Company, effective
as of March 1, 2012, hereby agrees to continue to employ the Executive as President of the Company, and the Executive hereby accepts such
employment, all upon and subject to the terms and conditions hereinafter set forth.

2.  

Term.

(a)

The term of employment under this Agreement
shall commence as of March 1, 2012 (the “Effective Date”) and shall continue in full force and effect until
February 28, 2015 (the “Employment Term”), subject to earlier termination as provided in Section 2(b) hereof.

(b)

Notwithstanding the foregoing, each of the
Executive and the Company may, at their respective option, terminate the Executive’s employment hereunder at any time, with or
without reason or cause, upon written notice to the other party. 

3.  

Duties. 

(a)  

The Executive will render his services to the
Company as President, reporting directly to the Chief Executive Officer, and shall perform such duties and services of such office or
position.  In addition, the Executive will hold such other offices and directorships in the Company or any parent or subsidiary of
the Company to which, from time to time, he may be reasonably appointed or elected.

(b)  

Except as otherwise provided herein and except
for illness, permitted vacation periods and permitted leaves of absence consistent with the past practice of the Company or as otherwise
approved by the Board, the Executive agrees that during the term of his employment hereunder, he shall devote all of his full working
time and attention, and give his best effort, skill and abilities, exclusively to the business and interests of the Company.

4.  

Compensation; Benefits.  














(a)  

Salary.  In consideration of the
services to be rendered by the Executive hereunder, including, without limitation, any services rendered by him as an officer or director
of the Company or any parent, subsidiary or affiliate of the Company, the Company agrees to pay to the Executive, and the Executive
agrees to accept as compensation, an annual salary (the “Base Salary”) of $300,000, payable in equal bi-weekly
installments in accordance with the Company’s normal payroll policies.  The Executive’s Base Salary shall be subject to
all applicable withholding and other taxes.

(b)  

Bonus.  In addition to the payment
of the Base Salary, as provided for hereunder, the Company shall pay the Executive an annual bonus based upon the financial performance
of the Company (the “Performance Bonus”) in an amount equal to the product of (x) the Performance Factor (as defined
herein) multiplied by (y) the Executive’s Base Salary as in effect at that time multiplied by (z) 0.75; provided, however
, that the Performance Bonus shall be paid only to the extent sufficient amounts exist in the Performance Pool (as defined in the
Cover-All Employee Incentive Plan) in such year. 

For the purposes
hereof: 

“Performance
Factor” shall mean the sum of (a) the Growth Factor (as defined herein) and (b) the Profit Factor (as defined herein).


“Growth Factor
” shall mean the product of (a) the fraction, the numerator of which shall be the actual revenues of the Company less
 the Revenues Hurdle (as defined herein) for such year, and the denominator of which shall be the Targeted Revenues (as defined
herein) less the Revenues Hurdle for such year, and (b) the Growth Weight (as defined herein).

“Profit Factor
” shall mean the product of (a) the fraction, the numerator of which shall be the actual net income (before taxes and
employee bonuses) of the Company less the Income Hurdle (as defined herein) for such year, and the denominator of which shall be
the Targeted Net Income (as defined herein) less the Income Hurdle for such year, and (b) the Profits Weight (as defined
herein).

“Targeted
Revenues” shall have the value set forth on Schedule A hereto.

“Revenues Hurdle
” shall have the value set forth on Schedule A hereto.

“Growth Weight
” shall have the value set forth on Schedule A hereto.

“Targeted Net
Income” shall have the value set forth on Schedule A hereto.

“Income Hurdle
” shall have the value set forth on Schedule A hereto.

“Profits Weight
” shall have the value set forth on Schedule A hereto.

For the purposes hereof, each of revenues,
net income and Performance Bonus shall be determined by and set forth in a certificate of the Company’s Chief Financial Officer, and
shall be based upon the books and records of the Company and calculated in accordance with generally accepted accounting principles
consistently applied.  Such certificate shall be final and 






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binding on the parties hereto.  The Executive’s Performance
Bonus, if any, for any fiscal year during the Term shall be paid no later than the earlier of (x) the fifth business day after the date
of the filing by the Company with the Securities and Exchange Commission of its audited financial statements in its Form 10-K Annual
Report for such fiscal year and (y) December 31st of the calendar year following the fiscal year for which such bonus is
computed.  The specific definitional values reflected on Schedule A hereto to be in effect for each year of the Employment
Term shall be agreed to in writing by the Company and the Executive no later than January 31st of such year.

(c)  

Equity Interests.  

(i)  

Options.  Upon the date hereof, the
Company shall grant the Executive five-year incentive stock options to purchase 400,000 shares (the “Options”) of the
Company’s common stock, $.01 par value per share (the “Common Stock”), granted at a price per share equal to the
fair market value of such share as of the date of grant, which will vest (x) as to 136,000 shares on December 31, 2012, or on such
earlier date during that calendar year that the Executive’s employment may be terminated pursuant to Section 2(b) hereof, (y) as to
132,000 shares on December 31, 2013, or on such earlier date during that calendar year that the Executive’s employment may be
terminated pursuant to Section 2(b) hereof, and (z) as to 132,000 shares on December 31, 2014, or on such earlier date during that
calendar year that the Executive’s employment may be terminated pursuant to Section 2(b) hereof, all in accordance with and subject
to the terms and conditions set forth in the Company’s Amended and Restated 2005 Stock Incentive Plan and a stock option agreement
to be entered into by and between the Company and the Executive. 

(ii)  

Restricted Shares.  Upon the date
hereof, the Company shall grant the Executive 125,000 shares of the Company’s Common Stock (the “Restricted Shares
”), which will vest (x) as to 42,500 shares on December 31, 2012, or on such earlier date during that calendar year that the
Executive’s employment may be terminated pursuant to Section 2(b) hereof, (y) as to 41,250 shares on December 31, 2013, or on such
earlier date during that calendar year that the Executive’s employment may be terminated pursuant to Section 2(b) hereof, and (z) as
to 41,250 shares on December 31, 2014, or on such earlier date during that calendar year that the Executive’ s employment may be
terminated pursuant to Section 2(b) hereof, in accordance with and subject to the terms and conditions set forth in the Company’s
Amended and Restated 2005 Stock Incentive Plan and a restricted stock grant agreement to be entered into by and between the Company and
the Executive.  In connection with the grant of the Restricted Shares,  the Executive shall make an election to include in
gross income on the date the restricted shares are transferred to the Executive (the “Transfer Date”) the value of the
restricted shares on such Transfer Date pursuant to Section 83(b) (the “Section 83(b) Election”) of the Internal Revenue
Code of 1986, as amended (the “Code”), which election shall be made within 30 days of the Transfer Date.  Upon receipt
of evidence from the Executive that the Section 83(b) Election has been timely made, the Company shall pay on behalf of the Executive to the
taxing authorities as withheld taxes an amount (the “Gross-Up Payment”) equal to his estimated federal, state and local
income and payroll tax obligations (based on information provided by the Executive in good faith) with respect to (i) the fair market
value of the restricted shares, as of the Transfer Date, and (ii) the income required to be recognized by the Executive as a result of
the payment by the Company of such obligations, in compliance with applicable law. 






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If the Executive fails to make the Section 83(b)
Election in a timely manner, the Company shall have no obligation to make any Gross-Up Payment.

(d)  

Benefits.  During the Employment
Term, the Executive shall be entitled to the following benefits:

(i)  

twenty (20) days of annual paid vacation time,
in accordance with the Company’s policies; and

(ii)  

participation, subject to qualification and
participation requirements, in medical, life or other insurance or hospitalization plans and any pension, profit sharing or other
employee benefit plans, presently in effect or hereafter instituted by the Company and applicable to its officers and executive
employees.

(e)  

Company Car.  During the Employment
Term, the Executive shall be entitled to the use of a new Company automobile of the Executive’s choice for business purposes, the
cost of such automobile shall not exceed $75,000.  In addition, the Company shall reimburse the Executive, upon the presentation of
appropriate receipts, for all maintenance and repair costs incurred by the Executive in connection with the use of such automobile.
 Upon any termination of the employment of the Executive for any reason, including upon the expiration of this Agreement, the
Executive shall have the right, exercisable within 10 business days following the end of the Severance Period (as defined below), to
purchase from the Company the automobile at a price equal to its then-current book value (as on the Company’s books).

(f)  

Reimbursement of Expenses.  The
Executive shall be reimbursed for reasonable and necessary expenses incurred by the Executive in performing his employment hereunder,
provided such expenses are adequately documented in accordance with the Companies policies.

5.  

Payments upon Termination and Severance.
 If the employment of the Executive is terminated for any reason, including upon the expiration of this Agreement, the Company shall
have no further obligations to the Executive hereunder after the date of termination other than the payment or provision, as applicable,
to the Executive of (w) accrued and unpaid Base Salary and accrued and unused vacation days, through the date of such termination, (x)
the pro rata portion of the bonus payment set forth in Section 4(b) hereof, based upon the number of days the Executive was employed
during the Company’s fiscal year for which such bonus is computed, to the extent the numerical requirements are actually met for the
fiscal year in question, which shall be payable at the same time such bonus would have been paid under Section 4(b) hereof, (y) any
unreimbursed business expenses of the Executive that are otherwise reimbursable hereunder, and (z) as severance, for a period of six
months following such termination (the “Severance Period ”), (i) the Base Salary payable in accordance with the
Company’s payroll policies, and (ii) the benefits set forth in Sections 4(d)(ii) and 4(e) hereof.  This provision shall not
preclude the Executive from claiming or obtaining such disability benefits to which he may be entitled pursuant to any plan maintained
by the Company for disability incurred during the period of the Executive’s employment by the Company.

6.  

Ownership of Intellectual Property.






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(a)  

The Executive recognizes and agrees that all
copyrights, patents, trademarks or other intellectual property rights to created works arising in any way from, or related to, the
Executive’s employment by the Company are the sole and exclusive property of the Company, and Executive agrees to not assert any
rights to those works against the Company or any third-parties and agrees to assist the Company in any way requested to procure or
protect the Company’s rights to those works.

(b)  

For purposes of this Section 6 and the following
Section 7, the term “Company” shall mean and include any and all subsidiaries, parents and affiliated corporations or entities
of the Company in existence from time to time during the Employment Term.

7.  

Non-Disclosure of Confidential Information and
Non-Competition.

(a)  

The Executive represents that he has been
informed that it is the policy of the Company to maintain as secret and confidential all information relating to (i) the computer
software, products, processes and/or other information proprietary to the Company and (ii) the customers and employees of the Company
(“Confidential Information”), and the Executive further acknowledges that such Confidential Information is of great
value to the Company and is the property of the Company.  The parties recognize that the services to be performed by the Executive
are special and unique, and that by reason of this employment by the Company, he will acquire Confidential Information as aforesaid.
 The parties confirm that to protect the Company’s goodwill, it is reasonably necessary that the Executive agree, and
accordingly the Executive does hereby agree, that he will not directly or indirectly (except
where authorized by the Board for the benefit of the Company):

A.  

at any time during the
Executive’s employment hereunder or after the Executive ceases to be employed by the Company, divulge to any persons, firms or
corporations other than the Company (hereinafter referred to collectively as “Third Parties”), or use, or cause to
authorize any Third Parties to use, any such Confidential Information, except to the extent that any such Confidential Information (i) is
required to be disclosed by the Executive under any applicable laws, regulations or directives of any government agency, tribunal or
authority having jurisdiction in the matter or under subpoena or other process of law, (ii) becomes generally available to the public,
other than as a result of a breach by the Executive of this Section 7, or (iii) becomes available to the Executive on a non-confidential
basis from a source other than the Company, or any of its affiliates or advisors; provided, that such source is not known by the Executive
to be bound by a confidentiality agreement with, or other obligation of secrecy to, the Company or another party; or 

B.  

at any time during the
Executive’s employment hereunder and for a period of six (6) months after the Executive ceases to be employed by the Company (the
“Restricted Period”), solicit or cause or authorize, directly or indirectly, to be solicited for employment, for or on
behalf of himself or Third Parties, any persons who were at any time within six (6) months prior to the cessation of the Executive’s
employment hereunder, employees of the Company; provided, however, that this paragraph B shall not apply to or include
persons who respond to any general public advertisement or job posting; or






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C.  

at any time during the
Executive’s employment hereunder and during the Restricted Period, employ or cause or authorize, directly or indirectly, to be
employed, for or on behalf of himself or Third Parties, any such employees of the Company; provided, however, that this
paragraph C shall not apply to or include persons who respond to any general public advertisement or job posting; or

D.  

at any time during the
Executive’s employment hereunder, accept employment with or participate, directly or indirectly, as owner, stockholder, director,
officer, manager, consultant or agent or otherwise use the Executive’s special, unique or extraordinary skills or knowledge with
respect to the business of the Company or of any affiliate of the Company in or with any business, firm, corporation, partnership,
association, venture or other entity or person which is engaged in the business of designing, developing or providing software services
to the property and casualty insurance industry, except that this paragraph D shall not be construed to prohibit the Executive from
owning up to 5% of the securities of a corporation which are publicly traded on a national securities exchange or in the over-the-counter
market or from being employed by an insurance or other company which may design and market software provided the designing and marketing
of software is not a predominant and principal part of the business of such other company or concern; or

E.  

at any time during the
Executive’s employment hereunder, solicit or cause or authorize, directly or indirectly, to be solicited, for or on behalf of
himself or Third Parties, any business with respect to designing, developing or providing software services to the property and casualty
insurance industry from Third Parties who were, at any time within six (6) months prior to the cessation of the Executive’s
employment hereunder, customers of the Company for such business; or 

F.  

at any time during the
Executive’s employment hereunder, accept or cause or authorize, directly or indirectly, to be accepted, for or on behalf of himself
or Third Parties, any such business from any customers of the Company.

(b)  

The Executive agrees that the Executive will
not, at any time, remove from the Company’s premises any confidential Company drawings, notebooks, data and other documents and
materials relating to the business and procedures heretofore or hereafter acquired, developed and/or used by the Company without prior
written consent of the Board, except as reasonably necessary to the discharge of the Executive’s duties hereunder.

(c)  

The Executive agrees that, upon the expiration
of this employment by the Company for any reason, he shall forthwith deliver up to the Company any and all documents, books, manuals,
lists, records, publications or other materials which contains Confidential Information, whether in written, electronic or other form,
passwords, key, credit cards, equipment or other articles that came into the Executive’s possession or under the Executive’s
control in connection with the Executive’s employment by the Company and to maintain no copies or duplicates without the prior
written approval of the Board.

(d)  

The Executive agrees that any breach or
threatened breach by him of any provision of this Section 7 shall entitle the Company, in addition to any other legal remedies 






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available
to it, to apply to any court of competent jurisdiction to enjoin such breach or threatened breach.  The parties understand and
intend that each restriction agreed to by the Executive hereinabove shall be construed as separable and divisible from every other
restriction, and that the unenforceability, in whole or in part, of any other restriction, will not effect the enforceability of the
remaining restrictions and that one or more or all of such restrictions may be enforced in whole or in part as the circumstances warrant.
 No waiver of any one breach of the restrictions contained in this Section 7 shall be deemed a waiver of any future breach.

(e)  

The Executive hereby acknowledges that he is
fully cognizant of the restrictions put upon him by this Section 7, and that the provisions of this Section 7 shall survive the
termination of this Agreement and the Executive’s employment with the Company.

8.  

Mutual Non-Disparagement.  The
Executive and the Company agree not to make any statement, written or verbal, to any party reasonably likely to be harmful to the other
party or to be injurious to the goodwill, reputation or business standing of the other party at any time in the future; provided,
however, that this non-disparagement clause shall not preclude any party or the Executive’s or its agents or representatives
from any good faith response to any inquiries under oath or in response to governmental inquiry.

9.  

Mutual Release of Claims.  The
Executive and the Company agree to deliver the Mutual Release in the form attached hereto as Exhibit A on or prior to the date the
Executive’s employment is terminated pursuant to Section 5 hereof.

10.  

Life Insurance.  The Executive agrees
that the Company may apply for and purchase one or more life insurance policies on the life of the Executive in such amount or amounts as
the Company deems appropriate.  The Company shall be the sole beneficiary of such insurance policy or policies and the Executive
hereby acknowledges that the Company has an insurable interest in the Executive’s life.  The Executive agrees to cooperate with
the Company in obtaining any insurance on the life or on the disability of the Executive which the Company may desire obtain for its own
benefit and shall undergo such physical and other examinations, and shall execute any consents or applications, which the Company may
reasonably request in connection with the issuance of one or more of such insurance policies.  The Company hereby agrees to cancel
such life insurance policy with respect to the Executive immediately upon the termination of the Executive’s employment hereunder. 

11.  

Notices.  All notices, requests,
demands or other communications hereunder shall be deemed to have been given if delivered in writing personally or by certified mail to
each party at the address set forth below, or at such other address as each party may designate in writing to the other:

If to the Company:

Cover-All
Technologies Inc.

55 Lane Road

Fairfield, New Jersey 07004

Attention:  Chairman






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With a copy to:

Sills Cummis
& Gross P.C.

30 Rockefeller Plaza

New York, New York 10112

Attention:  David E. Weiss, Esq.

If to the Executive:

Manish D. Shah

7 Todd Street

Hillsborough, New Jersey 08844




12.  

Entire Agreement.  This Agreement
contains the entire understanding of the parties with respect to the subject matter hereof, supersedes any prior agreement between the
parties, and may not be changed or terminated orally.  No change, termination or attempted waiver of any of the provisions hereof
shall be binding unless in writing and signed by the party against whom the same is sought to be enforced.  No provision hereof
shall be construed against a party because that provision or any other provision was drafted by or at the direction of such party.

13.  

Section 409A.  This Agreement is
intended to comply with, or otherwise be exempt from, Section 409A of the Code, and any regulations and Treasury guidance promulgated
thereunder.

(a)  

The Company shall undertake to administer,
interpret, and construe this Agreement in a manner that does not result in the imposition on the Executive of any additional tax,
penalty, or interest under Section 409A of the Code.  

(b)  

If the Company determines in good faith that any
provision of this Agreement would cause the Executive to incur an additional tax, penalty, or interest under Section 409A of the Code,
the Compensation Committee and the Executive shall use reasonable efforts to reform such provision, if possible, in a mutually agreeable
fashion to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of
Section 409A of the Code.

(c)  

The preceding provisions, however, shall not be
construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement.  The Company shall not be
liable to Executive for any payment made under this Agreement, at the direction or with the consent of Executive, that is determined to
result in an additional tax, penalty, or interest under Section 409A of the Code, nor for reporting in good faith any payment made under
this Agreement as an amount includible in gross income under Section 409A of the Code.

(d)  

With respect to any reimbursement of expenses
of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or
provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of
in-kind benefits provided in one taxable 






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year shall not affect the expenses eligible for
reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement
providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall
be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind
benefits shall not be subject to liquidation or exchange for another benefit.

(e)  

“Termination of employment,”
“resignation” or words of similar import, as used in this Agreement, means for purposes of Section 409A of the Code the date as
of which the Company and the Executive reasonably anticipate that no further services will be performed by the Executive and shall be
construed as the date that the Executive first incurs a “separation from service” for purposes of Section 409A of the Code.


(f)  

If a payment obligation under this Agreement
arises on account of the Executive’s separation from service while the Executive is a “specified employee” (as defined
under Section 409A of the Code and determined in good faith by the Compensation Committee), any payment of “deferred
compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury
Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall accrue without interest and shall be made within 15 days after the end of the
six-month period beginning on the date of such termination of employment or, if earlier, within 15 days after the appointment of the
personal representative or executor of the Executive’s estate following the Executive’s death.

14.  

Successors and Assigns.  This
Agreement shall be binding upon and shall inure to the benefit of the respective heirs, legal representatives, successors and assigns of
the parties hereto.

15.  

Severability.  In the event that any
one or more of the provisions of this Agreement shall be declared to be illegal or unenforceable under any law, rule or regulation of any
government having jurisdiction over the parties hereto, such illegality or unenforceability shall not affect the validity and
enforceability of the other provisions of this Agreement.

16.  

Counterparts.  This Agreement may be
executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.

17.  

Governing Law.  All matters
concerning the validity and interpretation of the performance under this Agreement shall be governed by the laws of the State of New
Jersey, whose courts or the federal courts located in the District of New Jersey shall have exclusive jurisdiction over the parties to
which they consent.




[signature page follows]






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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first above written. 


 


	 	COVER-ALL TECHNOLOGIES INC.
	 	 
	 	By: 	/s/ John Roblin
	 	 	Name:  John Roblin
Title:  Chairman and CEO



 


	 	  /s/ Manish D. Shah
	 	Manish D. Shah







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Exhibit A




MUTUAL RELEASE

WHEREAS,
 Manish D. Shah (“Shah”) was
a party to an Employment Agreement dated March ___, 2012 and effective as of March 1, 2012 (the “
Employment Agreement”) by and
between Shah and Cover-All Technologies Inc., a Delaware corporation (the “
Company” and, together with Shah, the “Parties
”); and




WHEREAS,
 the Parties desire to resolve any potential disputes which exist or may exist arising out of
Shah’s employment with the Company and/or termination thereof.




NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and Shah agree as follows:




1.

The Company does hereby irrevocably release and
forever discharge Shah and his heirs, executors, personal representatives, agents, successors
and assigns, to the full extent permitted by law, of and from any and all actions, causes of action, suits, controversies, liabilities,
obligations, proceedings, claims, damages, costs and demands of every kind and nature, both in
law and in equity, whether known or unknown (collectively, “
Claims”), which the Company now has, has had or may in the future have, for and on account of any
matter or thing, from the beginning of time to and including the date of this Mutual Release.





2.

Shah does hereby irrevocably release and forever
discharge the Company and its successors and assigns, to the full extent permitted by law, of and from any and all 
Claims which Shah now has, has had or may in the future have, for and on account of any matter or thing, from
the beginning of time to and including the date of this Mutual Release.




3.

This release is intended by the Parties to be all
encompassing and to act as a full and total release of any Claims, whether specifically numerated herein or not, that the Parties may
have or have had against each other, including, but not limited to, any claims arising from any federal or state law or regulation
dealing with either employment, employment benefits or employment discrimination such as those laws or regulations concerning
discrimination on the basis of race, color, creed, religion, age, sex, sexual harassment, sexual orientation, national origin, ancestry,
handicap or disability, veteran status or any military service or application for military service, including without limitation, the Age
Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act (“
ADEA”), Title VII of the Civil Rights Act of 1964, as
amended, the Americans with Disabilities Act, the federal Family and Medical Leave Act, the Employee Retirement Income Security Act and
the New Jersey Family Medical Leave Act; any contract, whether oral or written, express or implied; any tort; any claim for equity or
other benefits; or any other statutory and/or common law claim.




4.

Each Party hereby declares that it or he has
carefully read, reviewed and understood the terms of this Mutual Release and that it or he voluntarily accepts the terms hereof with the
purpose of making a full and final compromise, adjustment and release of any and all Claims
as provided herein.














5.

Shah represents and acknowledges as follows:




(a)

That he has been and is hereby advised in
writing to consult with an attorney prior to signing this Release;




(b)

That he does not waive rights or claims that may
arise after the date this Release is executed;  




(c)

That the Company has provided him with a period
of twenty one (21) days within which to consider this Release under the ADEA, and that Shah has signed on the date indicated below after
concluding that this Release is satisfactory to him; and




(d)

That upon execution of this Release, the Company
is providing him with seven (7) additional days from such date of execution to revoke his consent to the waiver of his rights under the
ADEA, and if no such revocation occurs, Shah’s waiver of rights under the ADEA shall become effective seven days form the date Shah
executes this Release.




6.

This Mutual Release shall be governed by the laws
of the State of New Jersey applicable to instruments executed and to be performed wholly within that state.





7.


This Mutual Release may be executed in one or
more counterparts, and in both original form or one or more photocopies, each of which shall be deemed to be an original but all of which
together shall be deemed to constitute one and the same instrument.  




IN WITNESS WHEREOF, each of the parties hereto
has executed this Mutual Release this __ day of __________, 201_.






	 	COVER-ALL TECHNOLOGIES INC.
	 	 
	 	By: 	/s/       
	 	 	Name:     
Title:     



 


	 	 	      
	 	MANISH D. SHAH







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