EXHIBIT 10.13

                               AMENDMENT AGREEMENT
                               -------------------

     This Amendment Agreement,  dated as of June 30, 2004 (the "Amendment"),  is
made by and between Francis K. Ruotolo (the  "Employee") and ANTs software inc.,
a Delaware corporation (the "Company").

                                  R E C I T A L
                                  -------------

     WHEREAS,  the parties hereto have agreed to amend the terms of that certain
Deferred Salary Agreement dated March 31, 2004 (the "Deferred Salary Agreement")
as set forth below;

     NOW THEREFORE,  in consideration of the agreements  contained  herein,  and
intending to be legally bound hereby, the parties hereto agree as follows:

1.  Amendment  to the  Deferred  Salary  Agreement.  Section 1.3 of the Deferred
Salary Agreement is amended to read in full as follows:

         1.3. Employee  acknowledges  and  agrees  that  as  of January 16, 2004
Employee's salary was set at Two Hundred Thousand dollars  ($200,000) per annum,
subject to the  Company's  state,  federal  and other  withholding  obligations,
payable  semi-monthly,  and that  Employee's  salary  shall remain at this level
until mutual  agreement  by and between the  Employee and the Company.  Employee
hereby waives his rights,  if any, under the Separation  Agreement  entered into
between the parties on or about January 8, 2001.

2. This Amendment  amends and is a part of the Deferred  Salary  Agreement.  The
Deferred  Salary  Agreement as modified by this Amendment  remains in full force
and effect among the parties.

3. The Amendment  may be executed  simultaneously  in two or more  counterparts,
each one of which need not contain the  signatures  of more than one party,  but
all  such  counterparts  taken  together  shall  constitute  one  and  the  same
agreement.

4. This Amendment shall be governed by and construed under the laws of the State
of California as applied to agreements among California  residents  entered into
and to be performed entirely within California.

5. If one or more  provisions  of this  Amendment  are held to be  unenforceable
under  applicable law, such provision,  or such portion of such provision as may
be  necessary,  shall be  excluded  from this  Amendment  and the balance of the
Amendment  shall be  interpreted as if such provision were so excluded and shall
be thereafter enforceable in accordance with its terms.

6. In the  event  of any  claim,  dispute,  litigation,  arbitration  or  action
concerning  or  related  to  this  Amendment,  or any  alleged  breach  of  this
Amendment,  the prevailing party shall be entitled to reasonable attorneys fees,
costs of suit and  disbursements  in addition  to any other  remedies or damages
which may be properly awarded or awardable.


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7. This  Amendment  is the entire  agreement of the parties and  supersedes  any
prior  agreements  between them,  whether  written or oral,  with respect to the
subject matter hereof.

8. The  parties  have had an  opportunity  for legal  review of all of the terms
hereof.  The parties  therefore agree that, in interpreting any issues which may
arise,  any rules of  construction  related to who  prepared  this  Amendment or
otherwise  are not  intended  and  shall  be  inapplicable,  each  party  having
contributed  or having had the  opportunity  to contribute to clarify any issue,
and the parties hereto being joint authors hereof.

IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be duly
executed, on the day and year first above written.

                                       ANTS SOFTWARE INC.
                                       a Delaware Corporation


                                  By:  /s/ Kenneth Ruotolo
                                       -----------------------------------------
                                       Kenneth Ruotolo, Chief Financial Officer
                                       and Secretary

                             Address:  801 Mahler Road, Suite G
                                       Burlingame, CA 94010



                                       /s/ Francis K. Ruotolo
                                       -----------------------------------------
                                       Francis K. Ruotolo

                             Address:  ________________________________________

                                       ________________________________________





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