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Chief Financial Officer Employment Agreement

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Sectors: Computer Software and Services
Governing Law: New Jersey, View New Jersey State Laws
Effective Date: February 19, 1999
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EMPLOYMENT AGREEMENT


This Agreement is entered into by and between Cover-All
Technologies Inc. ("CAT") having a place of business at 18-01
Pollitt Drive, Fair Lawn, New Jersey 07410 and John R. Nobel
("Nobel") of 360 Cotswold Place, Somerset, New Jersey 08873.


CAT develops and markets applications software solutions and
services to the insurance and related industries. CAT wishes to
continue to employ Nobel as its Chief Financial Officer and Nobel
is willing to accept such continued appointment. The parties
wish to provide in this Agreement for the terms and conditions
applicable to the employment of Nobel as Chief Financial Officer
of CAT.


ACCORDINGLY THE PARTIES HEREBY AGREE AS FOLLOWS:


1. DUTIES OF NOBEL: CAT employs Nobel as Chief Financial
Officer to perform (1) the customary duties of the Chief
Financial Officer of a public corporation, including but not
limited to ensuring compliance with all SEC and statutory
requirements governing the keeping of CAT's accounting and
related records, 10K and 10Q reports, and (2) such other
duties as are stipulated, from time to time, by CAT's
Chairman and Chief Executive Officer. During the term of
this Agreement, Nobel shall devote his full time, ability
and attention to his position of Chief Financial Officer and
the business of CAT on a "best efforts" and professional
basis and at all times such efforts shall be under the
direction of CAT's Chairman and Chief Executive Officer.
During the term of this Agreement, Nobel agrees not,
directly or indirectly, to engage in any business,
commercial or professional activity that will compete or
interfere with the business of CAT, or with the performance
of duties by Nobel hereunder. Nobel further agrees not to
have or enter into any other written or oral agreement for
full time or part time employment with any other entity or
person during the term of this Agreement.


2. NONDISCLOSURE OF CONFIDENTIAL INFORMATION: Nobel agrees
that he will not, at any time during or within a period of
five (5) years after the termination of his employment under
this Agreement, use for his own benefits, either directly or
indirectly, or disclose or communicate in any manner to any
individual, corporation, or other entity, other than CAT,
any trade secrets or confidential information or proprietary
information (collectively "Information") acquired by him
during his employment. As used in this Agreement,
"Information" shall mean any and all information of
whatsoever kind (whether in machine readable or visually
readable form) which is confidential and/or proprietary to
CAT, including, without limitation, all trade secrets,
technical specifications, drawings, schematics, models,
computer programs, system design specifications, systems
architecture specifications and/or all information disclosed
to or known by Nobel as a consequence of his employment by
CAT, including all knowledge, information and materials
regarding CAT's customers and suppliers, as well as
confidential information about financial, marketing,


pricing, costs, employee compensation and any and all copies
of Information. Any breach of this paragraph 3 shall
constitute a ground for termination for cause and such other
relief as may be afforded by applicable law.


3. PERIOD OF EMPLOYMENT: CAT employs Nobel and Nobel accepts
employment for the Year 1999 ("Year 1999" is to be construed
as an employment year commencing from January 1, 1999 and
expiring on December 31, 1999). At its sole option and
election (but without any obligation in respect thereof) CAT
may, upon the expiration of this Agreement, offer to extend
Nobel's employment by CAT upon such terms and conditions as
are offered by CAT to Nobel, provided that such terms and
conditions are no less favorable to Nobel than those set
forth in this Agreement. No later than ninety (90) days
prior to the expiration of the term of this Agreement CAT
shall deliver to Nobel (1) a written offer of continued
employment (pursuant to this paragraph 3) which offer shall
be open for acceptance by Nobel for a period of ten (10)
business days from the date upon which it is delivered to
Nobel, or (2) written notice that Nobel's employment will
terminate with effect from the expiration of the term of
this Agreement. In the event that the notice referred to in
(2) above is not delivered to Nobel ninety (90) days prior
to the expiration of the term of this Agreement, Nobel shall
be entitled to receive a payment upon the termination of his
employment hereunder which is commensurate to the number of
days by which such notice is delayed beyond the provided for
notice period of ninety (90) days (e.g. if such notice is
given sixty (60) days prior to the expiration of this
Agreement, Nobel shall be entitled to a payment in amount
equal to thirty (30) days salary), plus any accrued PTO Days
(as defined below).


4. COMPENSATION:


a. Salary. As compensation for the services rendered by
------
Nobel under this Agreement during Year 1999, CAT shall
pay Nobel a salary (the "Salary") of One Hundred Thirty
Thousand ($130,000) Dollars, in twenty-six equal
installments.


b. Bonus. In addition to the payment of the Salary, CAT
-----
shall pay Nobel a bonus for Year 1999, such bonus to be
paid on the conditions hereinafter set forth:


(1) $25,000 upon CAT achieving for the fiscal
year ending December 31, 1999, earnings per
share on a fully diluted basis ("EPS")
greater than or equal to $.15 per share (but
less than $.20 per share);


(2) $35,000 upon CAT achieving for the fisc
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