AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                               ANTS SOFTWARE Inc.

      The undersigned, Francis K. Ruotolo, hereby certifies that:

      ONE: He is the Chief Executive Officer of ANTs software inc., a Delaware
corporation (the "Corporation"). The original Certificate of Incorporation of
the Corporation was filed with the Secretary of State of the State of Delaware
on October 6, 2000. An Amended and Restated Certificate of Incorporation was
filed with the Secretary of State of the State of Delaware on November 16, 2000.
The Corporation was originally incorporated in the State of Delaware under the
name "ANTs software.com, Inc."

      TWO: Pursuant to Sections 242 and 245 of the General Corporation Law of
the State of Delaware, the Amended and Restated Certificate of Incorporation of
this Corporation is amended and restated to read in full as follows:

                                  ARTICLE I

            The name of the corporation is ANTs software inc.

                                  ARTICLE II

            The address of the Corporation's registered office in the State of
Delaware is 615 South Dupont Highway, Dover, DE 19901, County of Kent. The name
of its registered agent at such address is National Corporate Research, Ltd.

                                 ARTICLE III

            The purpose for which the Corporation is organized is to engage in
any business, trade or activity which may lawfully be conducted by a corporation
organized under the General Corporation Law of the State of Delaware.

                                  ARTICLE IV

            (A) Classes of Stock. The Corporation is authorized to issue two
classes of stock to be designated, respectively, "Common Stock" and "Preferred
Stock." The total number of shares, which the Corporation is authorized to
issue, is One Hundred Fifty Million (150,000,000). One Hundred Million
(100,000,000) shares shall be Common Stock, each share with a par value of
$0.0001, and Fifty Million (50,000,000) shares shall be Preferred Stock, each
share with a par value of $0.0001.

            (B) Rights, Preferences and Restrictions of Preferred Stock. The
Preferred Stock authorized by this Amended and Restated Certificate of
Incorporation may be issued from


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<PAGE>

time to time in series. The Board of Directors is hereby authorized to create,
fix and alter the rights, preferences, privileges and restrictions granted to or
imposed upon series of Preferred Stock, and the number of shares constituting
any such series and the designation thereof, or of any of them. Subject to
compliance with applicable protective voting rights which have been or may be
granted to the Preferred Stock or series thereof in Certificates of Designation
or the corporation's Amended and Restated Certificate of Incorporation
("Protective Provisions"), but notwithstanding any other rights of the Preferred
Stock or any series thereof, the rights, privileges, preferences and
restrictions of any such additional series may be subordinated to, pari passu
with (including, without limitation, inclusion in provisions with respect to
liquidation and acquisition preferences, redemption and/or approval of matters
by vote or written consent), or senior to any of those of any present or future
class or series of Preferred or Common Stock. Subject to compliance with
applicable Protective Provisions, the Board of Directors is also authorized to
increase or decrease the number of shares of any series, prior or subsequent to
the issue of that series, but not below the number of shares of such series then
outstanding. In case the number of shares of any series shall be so decreased,
the shares constituting such decrease shall resume the status that they had
prior to the adoption of the resolution originally fixing the number of shares
of such series.

                                  ARTICLE V

            (A) Limitation of Director Liability. To the fullest extent that the
Delaware General Corporation Law, as it exists on the date hereof or may
hereafter be amended, permits the limitation or elimination of the liability of
directors, a director of the Corporation shall not be liable to the Corporation
or its stockholders for any monetary damages for conduct as a director. Neither
any amendment to or repeal of this Certificate or amendment to the Delaware
General Corporations Law nor the adoption of any provision of this Certificate
of Incorporation inconsistent with this Certificate shall adversely affect any
right or protection of a director of the Corporation for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.

            (B) Indemnification. To the fullest extent not prohibited by law,
the Corporation: (i) shall indemnify any person who is made, or threatened to be
made, a party to an action, suit or proceeding, whether civil, criminal,
administrative, investigative, or otherwise (including an action, suit or
proceeding by or in the right of the Corporation), by reason of the fact that
the person is or was a director of the Corporation, and (ii) may indemnify any
person who is made, or threatened to be made, a party to an action, suit or
proceeding, whether civil, criminal, administrative, investigative, or otherwise
(including an action, suit or proceeding by or in the right of the Corporation),
by reason of the fact that the person is or was an officer, director, employee
or agent of the Corporation, or a fiduciary (within the meaning of the Employee
Retirement Income Security Act of 1974), with respect to any employee benefit
plan of the Corporation, or serves or served at the request of the Corporation
as a director, officer, employee or agent of, or as a fiduciary (as defined
above) of an employee benefit plan of, another corporation, partnership, joint
venture, trust or other enterprise. This Certificate shall not be deemed
exclusive of any other provision for the indemnification of directors, officers,
employees, or agents that may be included in any statute, bylaw, agreement,
resolution of


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shareholders or directors or otherwise, both as to action in any official
capacity and action in any other capacity while holding office, or while an
employee or agent of the Corporation.

                                  ARTICLE VI

            In furtherance of, and not in limitation of, the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, amend or
repeal the Bylaws of the Corporation.

                                 ARTICLE VII

            The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in any manner now
or hereafter prescribed by statute and all rights conferred upon stockholders
herein are granted subject to this reservation.

      THREE: This Amended and Restated Certificate of Incorporation was duly
adopted by the Board of Directors of the Corporation in accordance with Section
242 of the General Corporation Law of the State of Delaware.

      FOUR: This Amended and Restated Certificate of Incorporation was duly
adopted by the vote of the holders of a majority of the outstanding shares of
the Corporation entitled to vote thereon in accordance with Section 242 of the
General Corporation Law of the State of Delaware.

      FIVE: This Amended and Restated Certificate of Incorporation was duly
adopted in accordance with Sections 242 and 245 of the General Corporation Law
of the State of Delaware.

      IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Certificate of Incorporation to be signed by Francis K. Ruotolo, its duly
authorized officer, on this 7th day of May, 2003, and the foregoing facts stated
herein are true.

                              By:         /s/ Francis K. Ruotolo
                                          ------------------------------
                                          Francis K. Ruotolo,
                                          Chief Executive Officer


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