ACKNOWLEDGMENT, AGREEMENT AND REAFFIRMATION OF GUARANTORS
WHEREAS, the undersigned are parties to that certain Subsidiary Guaranty,
dated as of June 28, 2001 (the "Subsidiary Guaranty"), in favor of RENAISSANCE
US GROWTH & INCOME TRUST PLC and BFSUS SPECIAL OPPORTUNITIES TRUST PLC
(collectively, the "Holders") pursuant to the 8.00% Convertible Debentures dated
as of June 28, 2001 (as amended, supplemented or otherwise modified from time to
time, the "Debentures"), from COVER-ALL TECHNOLOGIES INC., a Delaware
corporation (the "Borrower") in favor of Holders; and
WHEREAS, the Borrower and Holders are parties to that certain Convertible
Loan Agreement, dated as of June 28, 2001 (the "Loan Agreement"), pursuant to
which the Holders purchased 8.00% Convertible Debentures for an aggregate
principal amount of One Million Four Hundred Thousand Dollars ($1,400,000); and
WHEREAS, on even date herewith the Borrower and Holders have entered into
the Second Amendment to the Loan Agreement to provide for the issuance and
purchase of additional 8.00% Convertible Debentures from the Borrower for an
aggregate principal amount of Seven Hundred Thousand Dollars ($700,000) (the
"Additional Debentures").
NOW, THEREFORE, in consideration of the promises and to induce the Holder
to accept delivery of the Additional Debentures, the undersigned acknowledges
and agrees that the Additional Debentures shall be a part of its Obligations
under the Subsidiary Guaranty. The undersigned hereby acknowledges and affirms
its Obligations under the Subsidiary Guaranty, Debentures, the other Loan
Documents and any amendments thereto. The undersigned reaffirms that the
Subsidiary Guaranty is and shall remain in full force and effect in accordance
with the terms thereof. All terms used but not defined herein shall have the
meaning given them in that certain Subsidiary Guaranty.
In witness whereof, the undersigned has executed this agreement as of
August 21, 2002.
COVER-ALL SYSTEMS, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Chairman of the Board of
Directors, President and Chief
Executive Officer