**Exhibit
      10.2**




**EMPLOYMENT
      AGREEMENT**




**THIS
      EMPLOYMENT AGREEMENT** (the
“Agreement”) is made and entered into to be effective as of March 23, 2007 by
      and between **ANTs
      software inc.** ,
      a
      Delaware corporation (the “Company”), and the Executive set forth on the
      signature page hereof (the “Executive”).




**NOW,
      THEREFORE** ,
      in
      consideration of the agreements of the parties contained herein, and for other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties agree as follows:


1.  Employment .
      The
      Company hereby employs Executive to serve in such capacity and with such title
      as are set forth on the signature page hereto (the “Position”), and Executive
      agrees to serve in the Position with the Company ,
      or to
      serve in such other position or positions as the Company may determine in its
      sole discretion. The
      Executive hereby accepts such employment and agrees to devote his or her best
      efforts and his or her full time and attention exclusively to the business
      and
      affairs of the Company, as such business and affairs now exist and as they
      may
      be hereafter changed or augmented, under and pursuant to the general direction
      of the Board of Directors of the Company (the “Board”) and the Chief Executive
      Officer of the Company. The Company shall retain full direction and control
      of
      the manner, means and methods by which the Executive performs the services
      for
      which he or she is employed hereunder and of the place or places at which such
      services shall be rendered.




2.  Term
      of
      Employment .
      The term
      of the Executive’s employment shall continue until terminated by either party
      pursuant to the terms of this Agreement. Executive is employed by the Company
      “at will” and Executive’s employment may be terminated at any time, by Executive
      or the Company, for any reason and for no reason.




3.  Compensation
      and Expenses .




(a)  Salary .
      As
      compensation for the Executive’s services during the term of the Executive’s
      employment hereunder, the Company shall pay the Executive an annual salary
      (the
“Salary”) as is set forth on the signature page hereto, payable in 24 equal
      semi-monthly installments, subject to required tax and other fiduciary
      withholding requirements. Both Executive and Company agree and acknowledge
      that
      Executive’s Salary may change following the date hereof, and the provisions
      hereof apply to the then outstanding Salary.




(b)  Expenses .
      The
      Company shall reimburse the Executive for all reasonable and necessary business
      expenses incurred by him or her in connection with the performance by him or
      her
      of his or her duties hereunder and in accordance with the Company’s policies and
      procedures with respect thereto, as they may be changed from time to
      time.




(c)  Stock
      Options .
      As of
      the date of this Agreement Executive has been granted the Stock Options set
      forth on Attachment 1 hereto, and the aggregate number of shares subject to
      such
      Stock Options is set forth on the signature page hereof. Both Executive and
      Company agree and acknowledge that the Stock Option grants and the number of
      shares of common stock subject to such Stock Options may change following the
      date hereof, and the provisions hereof apply to all such then outstanding Stock
      Options.




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(d)  Vacation .
      The
      Executive shall be entitled to that number of annual paid personal days as
      are
      set forth on the signature page hereto. Personal days taken for vacations shall
      be taken at such times as the Executive and the Company may mutually
      agree.




(e)  Other
      Employee Benefits .
      The
      Executive shall be entitled to participate in the Company’s health insurance
      plans or programs and such other benefit plans as may be adopted, from time
      to
      time, by the Company, to the extent that they, by their terms, cover the
      Executive. Nothing in this Agreement shall preclude the Company or any affiliate
      of the Company from terminating or amending any employee benefit plan or program
      at any time or from time to time.




(f)  Insurance .
      The
      Company may, at its discretion, secure at its own expense certain insurance
      policies, including without limitation, a “key-man” life insurance policy upon
      the life of the Executive, payable to the Company in the event of the
      Executive’s death. The Executive agrees that any such insurance policy shall be
      for the Company’s benefit only and acknowledges that no person claiming by or
      through the Executive shall have any right to the proceeds of such insurance
      policies. The Executive agrees to execute all documents and take all acts
      reasonably requested by the Company to secure and enjoy the benefits of such
      insurance policies.




4.  Restrictive
      Covenants .




(a)  Other
      Business Ventures .
      During
      the term of the Executive’s employment hereunder, the Executive shall not,
      without the prior approval of the Board, directly or indirectly, either as
      an
      officer, director, employee, agent, advisor, consultant, principal, stockholder,
      partner, owner or in any other capacity, on his own behalf or otherwise, in
      any
      way engage in, represent, be connected with or have a financial interest in,
      any
      business which is or, to the best of his or her knowledge, is about to become
      competitive with the business of the Company; provided, however, that nothing
      herein contained shall be deemed to prohibit the Executive from being a passive
      investor owning up to 1% of any class of outstanding securities of any company
      whose stock is publicly traded.




(b)  Proprietary
      Information and Inventions Agreement .
      The
      Executive agrees that the Executive’s employment by the Company is conditioned
      upon the Executive promptly signing an agreement in substantially the form
      of
      the Company’s standard form of Proprietary Information and Inventions Agreement.




5.  Termination
      of Employment by Executive For Good Cause .
      In the
      event the employment of the Executive with the Company is terminated by the
      Executive for “Good Cause,” the Executive shall immediately and fully vest in
      all of the Severance Benefits set forth in Section 7 below. For purposes of
      this
      Section 5, “Good Cause” shall be defined as: (i) a decrease in Executive’s
      compensation of greater than twenty-five percent (25%) of his or her
      compensation (x) immediately prior to such decrease or (y) in the aggregate
      over
      a period not exceeding two years (not including any decrease in compensation
      that is applied to each of the Company’s executive officers equally), (ii) a
      material change in Executive’s corporate position, title or responsibilities, or
      (iii) the relocation of the principal offices of the Company more than 80 miles
      from their present location without the Executive’s consent. In the event of the
      existence of Good Cause, the Executive may terminate his employment at any
      time.




6.  Termination
      of Employment Without Cause .
      In the
      event the employment of the Executive with the Company is terminated without
      “Cause” after six months of employment, the Executive shall immediately and
      fully vest in all of the Severance Benefits set forth in Section 7 below. For
      purposes of this Section 6, “Cause” shall be defined as the Executive’s: (i)
      violation of any material provisions of any written agreement between the
      Company and Executive, (ii) being convicted of a felony and lapse of all rights
      of appeal, or (iii) commitment of any act of willful misconduct, gross
      negligence, or dereliction of his or her duties.




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7.  Severance
      Benefits and Election .
      In the
      event that the employment of the Executive is terminated (i) by the Executive
      for Good Cause pursuant to Section 5 or (ii) by the Company without Cause
      pursuant to Section 6, Executive shall have thirty days to elect the Release
      Severance or the No-Release Severance as set forth below:




(a)  No-Release
      Severance .
      Executive may elect to receive the following severance benefits without agreeing
      to a general release of all claims known and unknown: The Company shall pay
      Executive: (i) a lump sum equal to six month’s base salary of the Executive;
      (ii) any and all accrued but unpaid bonuses and (iii) any and all target bonuses
      for the six month period following such termination of employment, in all such
      cases within 30 days from the effective date of the termination (the “No-Release
      Severance”).




(b)  Partial
      Option Acceleration .
      Additionally, upon election of the No-Release Severance, the Executive shall
      (A)
      immediately and fully vest in and have the right to exercise 75% of any and
      all
      unvested stock options granted to Executive, whether or not otherwise vested,
      subject to the provisions concerning exercisability and restrictions on transfer
      of such options, set forth below.




(c)  Release
      Severance .
      Executive may elect to receive the following severance benefits upon agreeing
      to
      a general release of all claims known and unknown: The Company shall pay
      Executive: (i) a lump sum equal to twelve month’s base salary of the Executive;
      (ii) any and all accrued but unpaid bonuses and (iii) any and all target bonuses
      for the twelve month period following such termination of employment, in all
      such cases within 30 days from the effective date of the termination (the
“Release Severance”). .




(d)  Full
      Option Acceleration .
      Additionally, upon election of the Release Severance, the Executive shall
      immediately and fully vest in and have the right to exercise any and all
      unvested stock options granted to Executive, whether or not otherwise vested,
      subject to the provisions concerning exercisability and restrictions on transfer
      of such options, set forth below.




(e)  Election
      Period .
      The
      thirty day period during which Executive may elect the Release Severance or
      the
      No-Release Severance shall commence the day following Executive’s last day of
      employment and shall expire on the 31 st day
      following Executive’s last day of employment. In the event that Executive does
      not timely elect the Release Severance or the No-Release Severance, it shall
      conclusively be deemed election of the No-Release Severance and the right to
      elect the Release Severance shall be forever waived. Nothing herein shall create
      any obligation on the Company to notify Executive of his or her right to elect
      the Release Severance or the No-Release Severance.




(f)  Restrictions
      on Option Exercise and Stock Sale .
      Executive and Company agree that, in the event that the employment of the
      Executive is terminated (i) by the Executive for Good Cause pursuant to Section
      5 or (ii) by the Company without Cause pursuant to Section 6, then the following
      shall apply:




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(i)  The
      exercise period of all of Executive’s Stock Options shall be extended to and
      exercisable until, that date which is the fifth year anniversary of the date
      of
      termination of Executive’s employment; and




(ii)  Executive
      covenants and agrees that, unless (x) there is a Corporate Transaction, as
      defined in the Stock Option Agreements by and between Executive and Company,
      or
      (y) the Company conducts a secondary stock offering in which the Company sells
      not less than 50% of its shares of common stock outstanding immediately
      preceding such offering, then (a) he or she will not sell any shares purchased
      under Executive’s Stock Options prior to the first six months following the date
      of termination of Executive’s employment, and (b) he or she will not sell more
      than 20% of the common stock purchased in exercise of any of Executive’s Stock
      Options during any three month period thereafter. Executive acknowledges and
      agrees that the Company can place stop transfer instructions to assist in
      enforcing these covenants.




(g)  Release . **** In
      the
      event that Executive elects the Release Severance, then Executive agrees as
      follows: Executive, on behalf of himself or herself and his or her heirs,
      successors and assigns, hereby fully releases and forever discharges the
      Company, and its officers, directors, agents, employees, attorneys, parents,
      affiliates, and subsidiaries (the “Released Parties”), from any and all claims,
      actions and liabilities of any kind or character whatsoever, arising in law
      or
      in equity, known or unknown, suspected or unsuspected, that Executive has ever
      had, now has or may now have against the Released Parties, including, without
      limitation, all claims directly or indirectly related to or arising out of
      Executive’s employment by the Company, the performance of his duties during that
      employment, and/or the termination of or his resignation from that employment.
      This waiver and release specifically includes, but is not limited to, all
      claims, if any, whether arising in tort or in contract, related to Executive’s
      employment, including any and all claims for wrongful discharge or wrongful
      termination; claims for alleged violation of public policy or breach of implied
      covenant of good faith and fair dealing; claims for breach of fiduciary duty;
      claims for negligent or intentional infliction of emotional distress; claims
      arising in connection with Executive’s compensation, benefits, warrants and/or
      stock options; claims for breach of express or implied contract or for further
      monetary compensation by way of additional salary or bonus allegedly due
      Executive by reason of his employment with the Company; and all other claims,
      based on common law or federal or state statute, including claims for
      discrimination based on age arising under state statute or the federal Age
      Discrimination in Employment Act, the Older Workers’ Benefits Protection Act, or
      any similar federal or state law prohibiting age discrimination.


Executive
      further understands and expressly agrees that this Release specifically extends
      to all claims, whether those claims are presently known to the party or not,
      or
      suspected by the party or not. Executive agrees that he or she has not assigned
      or transferred, in whole or in part, any of the claims, actions or liabilities
      released by him or her herein. By signing below, Executive expressly waives
      the
      benefits of Section 1542 of the California Civil Code, which
      provides:


**“A
      general release does not extend to claims which the creditor does not know
      or
      suspect to exist in his favor at the time of executing the release which if
      known by him must have materially affected his settlement with the
      debtor.”**




8.  Confidentiality .
      Executive agrees that the terms and conditions of this Agreement are and shall
      remain strictly confidential, and that he or she will not disclose those terms
      and conditions to any third party (i) except for Executive’s tax or legal
      advisors or his spouse, or (ii) unless compelled by law to do so.




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9.  Noninterference .
      Executive agrees that, during the term of his or her employment and for a period
      of 12 months thereafter, he or she shall not, on his or her own behalf or on
      behalf of any other person, solicit or in any manner influence or encourage
      any
      current or prospective customer, employee or other person who has a business
      relationship with the Company or any affiliate, to terminate or limit in any
      way
      their relationship with the Company, or interfere in any way with such
      relationship. For purposes hereof, (i) the term person is to be construed in
      the
      broadest sense and means and includes any natural person, company, limited
      liability company, partnership, joint venture, corporation, business trust,
      unincorporated organization or any governmental authority, and (ii) a person
      shall be considered a “prospective” customer or employee if the Company or any
      affiliate has entered into discussions or otherwise made contact with the person
      for the purpose of any such engagement within the six-month period prior to
      any
      solicitation by the Executive, and such fact is known or made known to the
      Executive.




10.  Non-Competition .
      The
      Executive agrees not to, during his or her employment and for a period of 12
      months thereafter, voluntarily or involuntarily, directly or indirectly,
      individually or on behalf of any entity or person, as a partner, stockholder,
      director, officer, principal, agent, employee, or in any other capacity or
      relationship, engage in, aid, or assist, in any competition with the Company
      within the United States of America or any foreign country where the Company
      conducts business. The Company and the Executive acknowledge the reasonableness
      of this covenant not to compete and the reasonableness of the geographic area
      and duration of time which is part of this covenant. The provisions of this
      paragraph 10 shall survive the termination of this Agreement by either
      party.




11.  Voluntary
      Agreement .
      Executive expressly acknowledges and warrants that he or she has read and fully
      understands this Agreement; that he or she have had the opportunity to consult
      with legal counsel of his or her own choosing in order to have the terms and
      conditions of this Agreement fully explained to him or her; that he or she
      is
      not executing this Agreement in reliance on any promises, representations or
      inducements other than those set forth herein; that he or she understands he
      or
      she is giving up legal rights by signing this Agreement; and that he or she
      is
      executing it voluntarily, free of any duress or coercion, after due
      deliberation, with a full understanding of what it means to do so.




12.  Mediation,
      Venue and Arbitration .
      If a
      dispute arises in connection with this Employment Agreement, Executive and
      Company agree that any legal action, mediation or arbitration will be conducted
      in the court, arbitration or other body having subject matter jurisdiction,
      in
      the city of Burlingame, California, and venue shall be proper only therein.
      Any
      dispute, controversy or claim arising out of or relating to provisions of this
      Employment Agreement shall be finally settled by arbitration in accordance
      with
      the Commercial Arbitration Rules of the American Arbitration Association (AAA)
      or the Judicial Arbitration and Mediation Service (JAMS), or other mutually
      acceptable arbitral body, in effect on the date of this Agreement. The
      arbitration tribunal shall adopt rules of procedure supplementary to the rules
      of the AAA or JAMS as it deems equitable under the circumstances. An award
      rendered by the arbitrator shall be final and binding, and judgment may be
      entered upon it in any court having jurisdiction. In no event shall this
      subsection be construed as conferring upon any court authority or jurisdiction
      to inquire into or review such award on its merits.




13.  Miscellaneous .




(a)  Governing
      Law .
      This
      Agreement shall be governed by, and construed, interpreted and enforced in
      accordance with, the internal laws of the State of California without reference
      to principles of conflict of laws.




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(b)  Captions .
      The
      section headings contained herein are for reference purposes only and shall
      not
      in any way affect the meaning or interpretation of this Agreement.




(c)  Entire
      Agreement .
      This
      Agreement sets forth the entire agreement and understanding of the parties
      hereto with respect to the subject matter hereof, and supersedes all prior
      agreements, arrangements and understandings, written or oral, between the
      parties hereto with respect to the subject matter hereof.




(d)  Further
      Assurances .
      Each
      party hereto shall furnish to the other party hereto such instruments and other
      documents as the other party may reasonably request for the purpose of carrying
      out or evidencing the transactions contemplated by this Agreement.




(e)  Attorneys’
      Fees .
      If any
      lawsuit or other action or proceeding relating to this Agreement is brought
      by
      either party hereto against the other party hereto, the prevailing party shall
      be entitled to recover reasonable attorneys’ fees, costs and disbursements (in
      addition to any other relief to which the prevailing party may be
      entitled).




(f)  Notices .
      Any
      notice, request, consent or approval required or permitted to be given under
      this Agreement or pursuant to law shall be deemed effective upon the actual
      receipt by the Executive or the agent for service of process for the Acquirer
      or
      Company, as applicable.




(g)  Amendments;
      Waivers .
      This
      Agreement may be amended, modified, superseded, canceled, renewed or extended
      and the terms or covenants hereof may be waived, but only by a written
      instrument executed by the Executive and the Company or the Acquirer as the
      case
      may be. The failure of either party at any time or times to require performance
      of any provision hereof shall in no manner affect such party’s right at a later
      time to enforce the same. No waiver by either party of the breach of any term
      or
      covenant contained in this Agreement, whether by conduct or otherwise, in any
      one or more instances, shall be deemed to be, or construed as, a further or
      continuing waiver of any such breach, or a waiver of the breach of any other
      term or covenant contained in this Agreement.




(h)  Severability .
      Any term
      or provision of this Agreement which is prohibited, invalid or unenforceable
      in
      any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
      (but only to the extent) of such prohibition, invalidity or unenforceability
      without invalidating or affecting any other term or provision hereof, any such
      prohibition, invalidity or unenforceability in any jurisdiction shall not
      invalidate or render unenforceable such term or provision in any other
      jurisdiction.




(i)  Counterparts .
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed to be an original, but all of which together shall constitute one and
      the
      same instrument.




(j)  Successors
      and Assigns .
      The
      terms and provisions of this Agreement shall inure to the benefit of, and shall
      be binding upon, the successors and assigns of the Company and/or Acquirer.
      In
      view of the personal nature of the provisions of this Agreement to be performed
      by the Executive, the Executive shall not have the right to assign or transfer
      any of the obligations or rights and benefits hereunder, nor shall said rights
      and benefits be otherwise subject to voluntary or involuntary alienation except
      as provided herein.




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(k)  No
      Rules of Construction . No
      rules
      of construction are intended by the parties hereto and none shall be employed
      or
      used in the interpretation of this Agreement. For all purposes, both parties
      hereto shall be deemed joint authors hereof.






**IN
      WITNESS WHEREOF** ,
      the
      parties have duly executed this Separation Agreement as of the date first above
      written.





**ANTS
                SOFTWARE INC.****,****a
              Delaware Corporation****By:****Name
                and Title:**
            
            **Francis Ruotolo
              -
              Chairman****Address:**
            
            **700 Airport Blvd.,
              Suite
              300****Burlingame, CA
              94010****EXECUTIVE****By:****Name:**
            
            **Joseph
              Kozak****Address:**
            
            **C/O
              ANTs software inc.****700
              Airport Blvd. Suite 300****Burlingame,
              CA 94010****Position:**
            
            **President
              and Chief Executive Officer****Annual
                Salary:**
            
            **$200,000****Annual
                Eligible Bonus:**
            
            **$200,000****Total
                Stock Options Granted:**
            
            **1,000,000**




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  **Attachment
      1**





**Outstanding
      Stock Options - Joseph Kozak**





No.
                of Shares
            Grant
                Number
            Expiration
                Date
            Exercise
                Price125,000
            224
            05/03/15
            $2.36375,000
            227
            06/09/15
            $3.01135,000
            244
            10/12/15
            $2.60200,000
            276
            06/18/16
            $2.28165,000
            292
            10/27/16
            $2.14









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