EXHIBIT 10.2

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

     This Amendment Agreement is made effective as of the 1st day of February
2005 (the "Amendment"), by and between the undersigned employee (the "Employee")
and ANTs software inc., a Delaware corporation (the "Company").

     WHEREAS, the parties are parties to that certain Salary Agreement dated
October 29, 2004, as amended by that certain Amendment Agreement dated January
13, 2005, and desire to further amend the Salary Agreement as herein set forth;

     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. The contingent bonus set forth in the
Salary Agreement, as amended by the Amendment Agreement, is hereby further
amended as follows::

"In the event the Company raises $2.5 million (net of commissions) between
February 1, 2005 and June 30, 2005 and in the event Employee is still employed
by the Company, Employee shall receive a bonus ("Bonus") in an amount equal to
$20,834 plus $4,167 times the number of full months from January 1, 2005 until
the date of payment of such Bonus."

2. Miscellaneous. This Amendment amends and is a part of the Salary Agreement,
as amended by the Amendment Agreement. The Salary Agreement, as modified,
remains in full force and effect among the parties. This Amendment may be
executed simultaneously in two or more counterparts, each one of which need not
contain the signature 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 this 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 concerning the subject matter of this Amendment 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/ Francis Ruotolo                           By:   /s/ Boyd Pearce
          -------------------------                           ------------------
          Francis Ruotolo, Chairman
                                                        Name: Boyd Pearce

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