SPECIMEN STOCK CERTIFICATE

                                     [LOGO]

                                ANTs SOFTWARE.COM


    NUMBER                                               SHARES

 Incorporated Under the Laws of                 Reverse for Certain Definitions
    the State of Nevada                              CUSIP [______________]


          This Certifies that ____________________ is the record holder of FULLY
          PAID AND NONASSESABLE SHARES OF COMMON STOCK, .001 PAR VALUE, OF

--------------------------------ANTs SOFTWARE.COM-------------------------------

          transferable  on the books of the  Corporation by the holder hereof in
          person  or  by  duly  authorized   attorney  upon  surrender  of  this
          certificate  properly  endorsed.  This  certificate is not valid until
          countersigned  by the Transfer  Agent and registered by the Registrar.
          WITNESS  the  facsimile  seal of the  Corporation  and  the  facsimile
          signatures of its duly authorized officers.

          Dated:

                                                             [SEAL]


         PRESIDENT                                           TREASURER


         COUNTERSIGNED AND REGISTERED:


         TRANSFER AGENT AND REGISTRAR

         BY:

         AUTHORIZED SIGNATURE


               The Corporation  shall furnish without charge to each stockholder
          who so requests a statement of the powers,  designations,  preferences
          and relative, participating,  optional or other special rights of each
          class  of  stock  of  the   Corporation  or  series  thereof  and  the
          qualifications, limitations or restrictions of such preferences and/or
          rights. Such requests shall be made to the Corporation's  Secretary at
          the principal office of the Corporation.

               The following abbreviations,  when used in the inscription on the
          face of this  certificate,  shall be  construed  as  though  they were
          written out in full according to applicable laws and regulations:

          TEN COM -- as tenants in common.

          TEN ENT -- as tenants by the entireties.

          JT TEN -- as joint tenants with right of survivorship and not as
                    tenants in common.

          UNIF   GIFT   MIN  ACT   ----------------   Custodian
          ----------------------------------------       (Cust)
          (Minor)   under   Uniform   Gifts   to   Minors   Act
          ----------------------------------- (State)


          Additional  abbreviations  may also be used  though  not in the  above
          list.

          FOR VALUE RECEIVED,  ___________________________  hereby sell,  assign
          and transfer unto

          PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

                           -------------------------



          ----------------------------------------------------------------
          (Please  Print or Typewrite  Name and Address,  Including Zip Code, of
          Assignee)


          =================================================================
          Shares of the common stock represented by the within Certificate,  and
          do hereby irrevocably constitute and appoint

          _______________________________________________________   Attorney  to
          transfer the said stock on the books of the within  named  Corporation
          with full power of substitution in the premises.

                           Dated:   ___________________________
                           X        ___________________________
                           X        ___________________________

                           NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
                           WRITTEN UPON THE FACE OF THE CERTIFICATE
                           IN EVERY PARTICULAR, WITHOUT ALTERATION
                           OR ENLARGEMENT OR ANY CHANGE WHATEVER.


                           Signature (s) Guaranteed



                           By:  ______________________
                           THE  SIGNATURE(S)  MUST BE  GUARANTEED BY AN ELIGIBLE
                           GUARANTOR INSTITUTION (BANKS,  STOCKBROKERS,  SAVINGS
                           AND  LOAN   ASSOCIATIONS   AND  CREDIT   UNIONS  WITH
                           MEMBERSHIP   IN  AN  APPROVED   SIGNATURE   GUARANTEE
                           MEDALLION PROGRAM), PURSUANT TO S.E.C RULE 17Ad-15.