Exhibit 10.2

                              TERMINATION AGREEMENT
                              ---------------------

     This Termination Agreement is made effective as of the 26th day of April
2005 (the "Agreement"), by and between the undersigned employee (the "Employee")
and ANTs software inc., a Delaware corporation (the "Company").

     WHEREAS, the parties hereto are parties to that certain Salary Agreement
dated October 29, 2004, as amended by those certain Amendment Agreements dated
January 13, 2005 and February 1, 2005 (collectively, the "Prior Agreements"),
and

     WHEREAS, the parties desire to terminate the Prior Agreements on the terms
and subject to the conditions set forth herein.

     NOW THEREFORE, in consideration of the agreements contained herein, and
intending to be legally bound hereby, the parties hereto agree as follows:

1.   Acknowledgment. The Parties acknowledge and agree that the contingent bonus
     set forth in the Prior Agreements has been earned and is due and the
     Company shall pay the entire contingent bonus to Employee, subject to the
     Company's withholding obligations and normal payroll practices, within
     thirty days of the day of this Agreement.

2.   Termination of Prior Agreements. The parties agree that the Prior
     Agreements are terminated, effective as of the date of this Agreement.
     Nothing herein is intended to or shall change the "at-will" nature of the
     Employee's employment by the Company.

3.   Base Annual Salary. Subject to the Company's withholding obligations, the
     Company will pay to the Employee that certain base salary that the Employee
     received prior to the effectiveness of the Salary Agreement, to be paid in
     accordance with the Company's standard payroll procedures.

4.   Miscellaneous. This Agreement 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 Agreement 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 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 this 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. This
     Agreement is the entire agreement of the parties concerning the subject
     matter of this Agreement 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 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.

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


        ANTS SOFTWARE INC.                                   EMPLOYEE



   By:  /s/ Boyd Pearce                              By:   /s/ Kenneth Ruotolo
        ------------------------------------               ---------------------
        Boyd Pearce, Chief Executive Officer

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