COVER ALL TECHNOLOGIES INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10o-5.txt
<TEXT>

                                 LIMITED WAIVER
                                       TO
                           CONVERTIBLE LOAN AGREEMENTS


     This Limited Waiver to Convertible Loan Agreements ("Limited Waiver") is

made, as of this 30th day of September, 2002, by and between Renaissance US

Growth & Income Trust PLC, a public limited company registered in England and

Wales ("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 June 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 those certain
     Convertible Loan Agreements, dated as of June 28, 2001 (as
     amended, the "Renaissance Agreement"), pursuant to which the
     Renaissance Lenders purchased 8% Convertible Debentures from
     the Company for an aggregate principal amount of $2,100,000
     (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 Lenders,
     are parties to that certain Convertible Loan Agreement,
     dated as of June 28, 2001 (the "Additional Lenders
     Agreement"), pursuant to which the Additional Lenders
     purchased 8% Convertible Debentures from the Company for an
     aggregate principal amount of $400,000 (the "Additional
     Lenders Debentures" and, together with the Renaissance
     Debentures, the "Debentures"); and

        WHEREAS, terms not otherwise defined herein shall have the
     meanings as set forth in the Renaissance Agreement; and

<PAGE>

        WHEREAS, the Company is not in compliance with the financial
     covenant set forth in Section 7.01 for the fiscal quarter
     ending September 30, 2002, and the covenants set forth in
     Section 5.01 of the Renaissance Agreement, and the financial
     covenant set forth in Section 7.01 for the fiscal quarter
     ending September 30, 2002, and the covenants set forth in
     Section 5.01 of the Additional Lenders Agreement; and

        WHEREAS, the Company has requested that the Lenders,
     pursuant to Sections 12.02 and 11.03 of the Renaissance
     Agreement and Sections 12.02 and 11.04 of the Additional
     Lenders Agreement, waive, solely for the fiscal quarter
     ending September 30, 2002, the Company's failure to comply
     with the financial covenant set forth in Section 7.01 for
     the fiscal quarter ending September 30, 2002, and the
     covenants set forth in Section 5.01 of the Renaissance
     Agreement, and the financial covenant set forth in Section
     7.02 for the fiscal quarter ending September 30, 2002, and
     the covenants set forth in Section 5.01 of the of the
     Additional Lenders Agreement;

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

           1.    The Holders do hereby waive, solely for the
        fiscal quarter ending September 30, 2002, the Company's
        non-compliance with the covenants contained in Sections
        7.01 and 5.01 of the Renaissance Agreement and Sections
        7.01 and 5.01 of the Additional Lenders Agreement, provided
        that the Company is in compliance with such covenants for
        the fiscal quarter ending December 31, 2002; and

           2.    The Holders do hereby acknowledge and agree that the
        Company's non-compliance with the covenants contained in
        Sections 7.01 and 5.01 of the Renaissance Agreement and
        Sections 7.01 and 5.01 of the Additional Lenders Agreement
        is not, and shall not be, deemed a Default or an Event of
        Default under the Renaissance Agreement and the Additional
        Lenders Agreement, provided that the Company is in
        compliance with such covenants for the fiscal quarter ending
        December 31, 2002.


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                                      -2-
<PAGE>

     IN WITNESS WHEREOF, this Limited Waiver is entered into as of the date set
forth above.


                                   HOLDERS:


                                   RENAISSANCE US GROWTH & INCOME TRUST PLC


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

                                   (holding 50% of the outstanding principal
                                   amount of the Renaissance Debentures and
                                   approximately 42% of  the outstanding
                                   principal amount of the Debentures)


                                   BFSUS SPECIAL OPPORTUNITIES TRUST PLC


                                   By:  /s/ Russell Cleveland
                                      ------------------------------------------
                                      Russell Cleveland
                                      Director
                                   (holding 50% of the outstanding principal
                                   amount of the Renaissance Debentures and
                                   approximately 42% of the outstanding
                                   principal amount of the Debentures)




                                      -3-

</TEXT>
</DOCUMENT>
