X0202 4 2006-08-21 0000737300 COVER ALL TECHNOLOGIES INC COVR 0001139195 MASSEY ANN C/O COVER-ALL TECHNOLOGIES INC. 55 LANE ROAD FAIRFIELD NJ 07410 0 1 0 0 Chief Financial Officer Employee Stock Option (right to buy) .41 2006-08-21 4 A 0 35000 0 A 2011-08-21 Common Stock 35000 35000 D The option vests in three annual installments: as to the first 11,666 shares of Common Stock on August 21, 2007, as to the second 11,667 shares of Common Stock on August 21, 2008, and as to the third 11,667 shares of Common Stock on August 21, 2009. /s/ Ann Massey 2006-08-22