Exhibit 10.1

                   AGREEMENT TO TERMINATE SEPARATION AGREEMENT
                   -------------------------------------------

     THIS AGREEMENT TO TERMINATE SEPARATION AGREEMENT is made as of the 31st day
of January 2005, by and between ANTs software inc., a Delaware Corporation (the
"Company"), and Francis K. Ruotolo (the "Executive").

                                 R E C I T A L S

     WHEREAS, the parties entered into that certain Separation Agreement dated
January 8, 2001 (the "Separation Agreement"); and

     WHEREAS, the parties desire to terminate the Separation Agreement in its
entirety;

     NOW THEREFORE, it is hereby agreed as follows:

     1. Termination of Separation Agreement. The Parties hereby terminate and
cancel the Separation Agreement, effective immediately. The Separation Agreement
shall be of no further force or effect, no provision of the Separation Agreement
shall have any force or effect nor shall any such provision control or otherwise
be binding upon the parties.

     2. Release. Executive, on behalf of himself and his heirs, successors and
assigns, hereby fully releases and forever discharges the Company, including
each of its officers, directors, agents, employees, attorneys, parents,
affiliates and/or subsidiaries, from any and all claims, actions and liabilities
of any kind or character whatsoever, directly or indirectly related to or
arising out of the Separation Agreement or termination of the Separation
Agreement.

     3. Miscellaneous. This Agreement is not assignable without the written
consent of the parties hereto. This Agreement shall be governed by and construed
under the laws of the State of California without regard to its conflict of law
rules. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the other party hereto. Any amendment or waiver effected in
accordance with this paragraph shall be binding upon the Company and Executive.
If one or more provisions of this Agreement 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 Agreement and the balance of the
Agreement 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
Agreement, or any alleged breach of this Agreement, 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. The titles and subtitles used in this Agreement are used for
convenience of reference only and are not to be considered in construing or
interpreting this Agreement. Both 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 Agreement 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. This Agreement 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.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

     ANTS SOFTWARE INC.


By: /s/ Boyd Pearce                            /s/ Francis K. Ruotolo
    ---------------                            ----------------------
    Boyd Pearce, President and                 Francis K. Ruotolo
    Chief Operating Officer


    Address: 801 Mahler Road, Suite G          Address: C/O ANTs software inc.
             Burlingame, CA 94010                       801 Mahler Road, Suite G
                                                        Burlingame, CA 94010