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LIMITED WAIVER
TO
CONVERTIBLE LOAN AGREEMENTS
This Limited Waiver to Convertible Loan Agreements ("LIMITED
WAIVER") is
made, as of this 31st day of December, 2005, by and between
Renaissance US
Growth Investment Trust PLC, a public limited company registered in
England and
Wales formerly known as Renaissance US Growth & Income Trust
PLC ("RENAISSANCE
PLC"), and BFSUS Special Opportunities Trust PLC, a public limited
company
registered in England and Wales ("BFSUS") (Renaissance PLC and
BFSUS are
collectively referred to as the "RENAISSANCE LENDERS"), who are the
holders of
not less than a majority of the outstanding principal amount of the
Renaissance
Debentures (as defined below) and not less than a majority of the
outstanding
principal amount of the Additional Lenders Debentures (as defined
below) (the
"HOLDERS").
WHEREAS, Cover-All Technologies Inc., a Delaware corporation
(the "COMPANY"), the Renaissance Lenders and Renaissance Capital
Group,
Inc., a Texas corporation, as agent for the Renaissance Lenders,
are
parties to that certain Convertible Loan Agreement, dated as of
June 28,
2001 (as amended, the "RENAISSANCE LOAN AGREEMENT"), pursuant to
which
the Renaissance Lenders purchased from the Company 8%
Convertible
Debentures due 2008 for an aggregate principal amount of $1,400,000
and
8% Convertible Debentures due 2009 for an aggregate principal
amount of
$700,000 (collectively, the "RENAISSANCE DEBENTURES"); and
WHEREAS, the Company and John Roblin, Arnold Schumsky and
Stuart
Sternberg (collectively, the "ADDITIONAL LENDERS" and, together
with the
Renaissance Lenders, the "LENDERS"), and Stuart Sternberg, as agent
for
the Additional
