Exhibit 10.5

                               AMENDMENT AGREEMENT

     This  Amendment  Agreement  is made as of the 13th day of January 2005 (the
"Amendment"),  by and between the undersigned employee (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
Salary  Agreement  dated October 29, 2004 (the "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 SALARY  AGREEMENT.  Section 1 of the Salary  Agreement  is
amended to read in full as follows:

     1.  SALARY  AND  CONTINGENT  BONUS.  Employee  and the  Company  agree that
effective January 1, 2005,  Employee's salary shall be set at One Hundred Thirty
One Thousand Two Hundred and Fifty dollars ($131,250) 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
between the  Employee  and the  Company.  In the event the  Company  raises $2.5
million (net of commissions)  between  November 1, 2004 and February 1, 2005 and
in the event Employee is still employed by the Company, Employee shall receive a
bonus  ("Bonus")  in an amount  equal to $18,230 plus $3,646 times the number of
full  months  from  January 1, 2005  until the date of  payment  of such  Bonus.
Employee  understands  and agrees that in  performing  services to the  Company,
Employee will not effect  transactions  in securities,  and will not act, either
directly or  indirectly,  as a broker,  dealer,  or investment  advisor (as such
terms  are  defined  under  applicable  federal  and state  securities  laws and
regulations).  Employee  further  understands and  acknowledges  that Employee's
employment with the Company is not for a specified term, it is at-will,  and may
be  terminated  by Employee or the Company at any time without  notice,  for any
reason and for no reason, with or without cause.

     2.  MISCELLANEOUS.  This  Amendment  amends  and  is a part  of the  Salary
Agreement.  The Salary  Agreement as modified by this Amendment  remains in full
force and effect among the parties. 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.  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.  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.  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.  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.  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 have executed this Amendment by their agent
duly authorized as of the date first above written.

                  ANTS SOFTWARE INC.             EMPLOYEE

         By:      /s/ Boyd Pearce                By: /s/ Jeffrey Spirn
                  -------------------------          --------------------------
                  Boyd Pearce,
                  President                      Name: Jeff Rey Spirn

   Address:       801 Mahler Road, Suite G       Address:  _______________
                  Burlingame, Ca 94010                     _______________