Exhibit 10.5

                                SALARY AGREEMENT


     THIS SALARY AGREEMENT is made as of the 29th day of October 2004 by and
between ANTs software inc., a Delaware corporation (the "Company"), and the
undersigned employee ("Employee").

THE PARTIES HERETO AGREE AS FOLLOWS:

     1. SALARY AND CONTINGENT BONUS. Employee and the Company agree that
effective October 16, 2004, Employee's salary shall be set at Eighty-Seven
Thousand Five Hundred dollars ($87,500) 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 $7,291 times the number of full months from
October 16, 2004 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 Agreement shall be binding upon and inure to the
benefit of the respective heirs, executors, representatives, successors and
assigns of the parties hereto. Any party to this Agreement may waive any right
it may have hereunder; provided that such waiver is in writing and specifically
refers to this Agreement. No waiver will be deemed to be a waiver of any
subsequent or other right, breach or default of the same or similar nature. This
Agreement embodies the entire agreement and understanding of the parties hereto
regarding the subject matter hereof, and supersedes all prior or contemporaneous
agreements or understandings (whether written or oral) among the parties
regarding the subject matter contained herein. This Agreement may not be
modified, amended or terminated except by written agreement signed by both
parties. This Agreement is made in the State of California and shall be governed
by, and construed in accordance with, the laws of the State of California for
contracts made and to be performed within California. Employee may not assign
this Agreement, or assign Employee's rights or delegate Employee's duties
hereunder, without the prior written consent of the Company. Any provision of
this Agreement which is illegal, invalid or unenforceable shall be ineffective
to the extent of such illegality, invalidity or unenforceability, without
affecting the remaining provisions hereof. No rules of construction are intended
by the parties hereto or shall be invoked in the interpretation hereof and, for
all purposes, the parties hereto shall all be deemed to be joint authors hereof.
All notices, demands and other communications provided for hereunder shall be
personally delivered in writing.

     IN WITNESS WHEREOF, the parties have executed this Agreement by their agent
duly authorized as of the date first above written.


         ANTs software inc.
         a Delaware corporation                      EMPLOYEE


    By:  /s/   Francis K. Ruotolo         By:  /s/ Jeffry Spirn
         -------------------------        -----------------------------
         Francis K. Ruotolo,
         Chief Executive Officer          Name:
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         801 Mahler Road, Suite G
         Burlingame, CA 94010             Address:
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