Exhibit 10.1

                            STOCK PURCHASE AGREEMENT


         THIS  STOCK  PURCHASE   AGREEMENT   dated  as  of  July  3,  2008  (the
"Agreement"), by and between SmartPros Ltd., a Delaware corporation,  having its
principal  place of  business  at 12 Skyline  Drive,  Hawthorne,  New York 10532
("SmartPros")  and Margaret  Loscalzo,  an individual,  residing at 28 Riverside
Avenue, Unit 11C, Red Bank, New Jersey 07701 ("Loscalzo").

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS,  Loscalzo  owns one hundred  (100)  shares of the common stock
(the  "Stock")  of  Loscalzo   Associates,   P.A.,  a  New  Jersey  professional
corporation  (the  "Company"),  which  Stock  represents  all of the  issued and
outstanding shares of the capital stock of the Company; and

         WHEREAS, SmartPros wishes to acquire the Stock; and

         WHEREAS, Loscalzo wishes to sell the Stock to SmartPros.

         NOW, THEREFORE, the parties hereby agree as follows:

                                    ARTICLE I
                                    ---------

                              ACQUISITION OF STOCK

         1.01  CONVEYANCE  OF  INTERESTS.  On  the  terms  and  subject  to  the
conditions set forth herein,  at the Closing (as defined  below),  Loscalzo will
sell, assign and transfer the Stock to SmartPros free and clear of all liens and
encumbrances  of any kind or nature  whatsoever,  and SmartPros will acquire the
Stock.

         1.02  TRANSFER OF INTERESTS.  At the Closing,  Loscalzo will deliver to
SmartPros one or more  certificates  evidencing  the Stock  accompanied by stock
powers executed in blank with respect to such Stock.


<PAGE>

         1.03  DEFINITIONS.  Capitalized  terms used  herein  and not  otherwise
defined shall have the  respective  meaning  assigned to such terms in EXHIBIT A
hereto.

                                   ARTICLE II
                                   ----------

                             CONSIDERATION; CLOSING

         2.01  CONSIDERATION.  The  "Consideration"  to be paid by  SmartPros to
Loscalzo  for the Stock  shall  consist  of (a) the "Fixed  Price"  (as  defined
below),  plus or minus (b) the "Variable Price" (as defined below),  which Fixed
Price and Variable  Price shall,  respectively,  be paid in the manner set forth
herein.

         2.02 FIXED PRICE.  The "Fixed Price" shall be equal to  $3,500,000  and
shall be paid in cash at Closing as  follows:  (a)  $3,150,000  shall be paid to
Loscalzo  in  immediately  available  funds  by  wire  transfer  to the  account
designated by Loscalzo and (b) $350,000 shall be paid to American Stock Transfer
& Trust Company,  LLC ("Escrow  Agent") in immediately  available  funds by wire
transfer to the account  designated by the Escrow  Agent,  to be held in escrow,
invested  and  distributed  in  accordance  with  the  provisions  of an  escrow
agreement   in  the  form  of  EXHIBIT  B  hereto  (the   "Escrow   Agreement").
Notwithstanding  anything  contained  to the  contrary in the Escrow  Agreement,
Loscalzo  shall  pay the  administration  and  maintenance  fee of $3,500 to the
Escrow Agent and  SmartPros  and Loscalzo  shall each pay 50% of all other fees,
expenses and reimbursements due to the Escrow Agent under the Escrow Agreement.

         2.03     VARIABLE PRICE.

                  (a) The  "Variable  Price"  shall  be an  amount  equal to the
Effective Time Net Assets (as defined below) and shall be determined and paid in
accordance  with the  provisions of this Section 2.03.  The parties hereby agree
that in accordance with attached Schedule 2.03(a), the Effective Time Net Assets
are estimated to be $869,566 (the "Estimated ETNA"), which

                                      -2-
<PAGE>

amount shall be paid to Loscalzo at Closing in  immediately  available  funds by
wire transfer to the account designated by Loscalzo.

                  (b)  Within  ninety  (90) days  following  the  Closing  Date,
Loscalzo  will  deliver to  SmartPros a statement  (the "Net Assets  Statement")
setting  forth in  reasonable  detail the Net Assets (as  defined  below) of the
Company as of the Effective Time (the "Effective Time Net Assets").

                  (c) Within  thirty  (30) days after  receipt of the Net Assets
Statement,  SmartPros shall inform Loscalzo whether it has any objections to the
Net  Assets  Statement.  Unless  SmartPros  delivers  to  Loscalzo  within  such
thirty-day period a notice specifying in reasonable detail any objections to the
Net Assets  Statement,  the Net Assets Statement shall be conclusive and binding
on the parties hereto.

                  (d) If SmartPros  delivers to Loscalzo a notice  setting forth
any such exceptions within such thirty-day period,  SmartPros and Loscalzo shall
promptly  endeavor  to  resolve  the  matters  set forth in such  notice  and if
SmartPros and Loscalzo  fail to reach an agreement  with respect to such matters
on or before the fifteenth  day after receipt by Loscalzo of such notice,  then,
as to any matters in dispute,  an  independent  public  accounting  firm jointly
selected by the parties shall promptly make a  determination  of such matters as
to which  disagreement  remains,  which  determination  shall be conclusive  and
binding on the parties hereto.  The fees of the public  accounting firm shall be
paid 50% by SmartPros and 50% by Loscalzo.

                  (e) If the Effective Time Net Assets as finally  determined is
more than the Estimated ETNA (the "Excess NA"),  SmartPros will pay to Loscalzo,
by wire transfer of immediately  available  funds, an amount equal to the Excess
NA. If the  Effective  Time Net  Assets as finally  determined  is less than the
Estimated ETNA (the "Negative NA"), Loscalzo will pay to


                                      -3-
<PAGE>

SmartPros,  by wire transfer of immediately  available funds, an amount equal to
the  Negative  NA. Any such payment will be made within ten (10) days after such
final determination.

                  (f) "Net Assets" shall mean, as to the Company: (a) the sum of
all cash, prepaid expenses,  accounts receivable, work in process (consisting of
unbilled  amounts for services  performed as of the  Effective  Time),  security
deposits  and any  other  current  assets;  minus (b) all  funded  indebtedness,
accounts payable,  deferred revenue,  the Vacation Accrual,  (including  payroll
expense and payroll taxes),  accrued expenses and all other current liabilities,
all as determined in accordance  with GAAP on a basis  consistent with that used
in preparing  Schedule 2.03(a),  except that Tax Liabilities or Tax overpayments
shall not be taken into account (it being understood that Tax Liabilities or Tax
overpayments shall be taken into account under and shall be governed exclusively
by Section 6.02).  For the avoidance of doubt, it is acknowledged and understood
that Net Assets shall be determined solely for the Company as a separate entity,
without regard to any consolidation which might otherwise be required under GAAP
for 130 Monmouth, E.E. Equity and Loscalzo & Company, L.L.C.

         2.04 ADDITIONAL ADJUSTMENT TO CONSIDERATION. (a) After the Closing, the
public  accounting firm for SmartPros,  Holtz  Rubenstein  Reminick LLP ("HRR"),
will, at the sole cost and expense of SmartPros,  audit the financial statements
of the Company at December  31, 2007 and for the one year period then ended (the
"2007 Audit  Report").  If the  Company's  2007  Adjusted Net Income (as defined
below) is less than $1,449,580  (the "Target  Amount"),  then the  Consideration
shall be reduced by (i) the amount by which the 2007 Adjusted Net Income is less
than the Target  Amount,  times (ii) three (the  "Reduction  Amount").  Loscalzo
shall pay the  Reduction  Amount to SmartPros,  by wire transfer of  immediately
available funds, within 10 (ten) days after such determination  becomes final as
provided below.  The Company's 2007 Adjusted


                                      -4-
<PAGE>

Net Income shall be an amount equal to (i) the  Company's  income or loss before
income taxes,  determined on an accrual basis in accordance  with GAAP,  for the
year ended December 31, 2007, (ii) increased by the amount of compensation  paid
to Loscalzo,  William  Loscalzo  ("WL") and Loscalzo & Company,  L.L.C. in 2007,
including,  but not limited to, all amounts paid as salary, bonuses,  honoraria,
consulting fees,  professional fees and royalty payments (which are not required
to be made after the Effective Time), as well as any amounts  contributed to any
retirement  and/or  profit  sharing  plans on behalf of and for the  benefit  of
Loscalzo  and/or  WL,  and  (iii)  disregarding  any  item  of  income  or  loss
attributable to EE Equity.  For the avoidance of doubt,  it is acknowledged  and
understood  that the  Company's  2007  Adjusted Net Income  shall be  determined
solely for the Company as a separate entity, without regard to any consolidation
which might  otherwise be required under GAAP for 130 Monmouth,  E.E.  Equity or
Loscalzo & Company, L.L.C.

                  (b) Within ten (10) days of the completion of its  calculation
of the 2007 Adjusted Net Income, SmartPros, shall deliver a schedule to Loscalzo
setting  forth in  reasonable  detail  the  calculation  of the  Company's  2007
Adjusted  Net Income.  In the event the  Company's  2007  Adjusted Net Income is
purported to be less than the Target Amount, then within fifteen (15) days after
receipt of such Schedule,  Loscalzo shall inform  SmartPros  whether she has any
objections to the adjustments made to the Company's 2007 net income as set forth
in the 2007 Audit  Report.  Unless  Loscalzo  delivers to SmartPros  within such
fifteen-day  period  written  notice  specifying  her  objections  in reasonable
detail, SmartPros' calculation of the Company' 2007 Adjusted Net Income shall be
deemed final and shall be conclusive and binding on the parties hereto.


                                      -5-
<PAGE>

                  (c) If Loscalzo  delivers to SmartPros  written notice setting
forth her  objections  to its  calculation  of the  Company's  2007 Adjusted Net
Income within such  fifteen-day  period,  SmartPros and Loscalzo  shall promptly
endeavor  to resolve  the matters set forth in such  notice.  If  SmartPros  and
Loscalzo  fail to reach an  agreement  with respect to such matters on or before
the  fifteenth  day after  receipt by SmartPros of such notice,  then, as to any
matters still in dispute, an independent public accounting firm jointly selected
by the  SmartPros  and Loscalzo  shall  promptly  make a  determination  of such
matters  as  to  which  disagreement  remains,   which  determination  shall  be
conclusive  and  binding  on  the  parties  hereto;   PROVIDED,   HOWEVER,  such
independent   public   accounting   firm  shall  have  no  authority   over  the
determination  of the  Company's  2007 net income as set forth in the 2007 Audit
Report.  The fees of the public  accounting  firm shall be paid 50% by SmartPros
and 50% by Loscalzo.

         2.05 CLOSING. The closing of the transactions  contemplated hereby (the
"Closing") shall take place at the offices of Morse, Zelnick, Rose & Lander LLP,
405 Park  Avenue,  New York,  NY 10022 at 9:00 A.M. on July 3, 2008,  or at such
other place,  later date or time as shall be mutually agreed upon by the parties
(such date or such other  agreed upon time and later date is called the "Closing
Date").  Regardless  of when the Closing Date occurs,  the Closing shall for all
purposes of this  Agreement be deemed to become  effective  as of the  Effective
Time,  such that all  adjustments to the  Consideration  contemplated by Section
2.03 based on the Estimated EDNA and the Net Assets  Statement  shall be made as
of the Effective Time, and not as of the Closing Date, and all operations of the
Company  for the period  from and after the  Effective  Time  until the  Closing
occurs  shall be for the account and benefit,  and at the expense,  of SmartPros
and not  Loscalzo.  Consistent  with the  foregoing,  as between  SmartPros  and
Loscalzo,  all cash receipts  collected by the Company after the Effective  Time
but prior to  Closing  and all  revenues  earned


                                      -6-
<PAGE>

by the Company for services  rendered  after the Effective Time but prior to the
Closing Date shall be for the account of SmartPros, and all accounts payable and
other  operating  expenses  incurred in respect of the period from the Effective
Time  though  the  Closing  Date  (including  Taxes on income  earned  after the
Effective Time) shall be the responsibility of SmartPros.


                                  ARTICLE III
                                  -----------

                   REPRESENTATIONS AND WARRANTIES OF LOSCALZO

         Loscalzo  hereby  represents and warrants to and agrees with SmartPros,
as follows:

         3.01  OWNERSHIP.  As of the date  hereof,  Loscalzo  is the  record and
beneficial  owner of the  Stock.  The Stock  represents  100% of the  issued and
outstanding shares of the capital stock of the Company.

         3.02 NO LIENS. The Company Stock is owned by Loscalzo free and clear of
all  liens,  charges,  encumbrances  and  restrictions  (except  for the  action
required by Section 6.09 hereof) of any kind and nature  whatsoever  and none of
the Company  Stock is subject to any  agreement  whatsoever  with respect to the
voting,  sale or pledge  thereof  or any like  matter,  nor has any  proxy  been
granted to any Person with respect to the Company Stock.

         3.03  AUTHORIZATION  OF  AGREEMENT.  This  Agreement  has been duly and
validly  executed and  delivered by or on behalf of Loscalzo and  constitutes  a
valid obligation of Loscalzo,  enforceable in accordance with its terms,  except
to the extent that such enforceability may be limited by applicable  insolvency,
bankruptcy,   reorganization  or  similar  laws  affecting  the  enforcement  of
creditors'  rights  generally  and by general  equity  principles.  No  consent,
authorization  or  approval  of,  exemption  by, or (except as  contemplated  by
Section 6.09) filing with any Governmental  Entity is required to be obtained or
made by Loscalzo in connection  with the exe-


                                      -7-
<PAGE>

cution,  delivery and  performance of this Agreement or the  consummation of the
transactions contemplated hereby.

         3.04 NO CONFLICT. The performance of this Agreement by Loscalzo and the
consummation of the transactions contemplated hereby will not result in a breach
or  violation  of any of the terms or  provisions  of, or  constitute  a default
under,  (a) any  material  contract or other  agreement or  instrument  to which
Loscalzo  is a party,  (b) the  Certificate  of  Incorporation  or Bylaws of the
Company,  or (c)  assuming  the  timely and  proper  filing of the  certificates
refered to in Section 6.09, any law, order, rule,  regulation,  writ, injunction
or decree applicable to Loscalzo.

         3.05 INTERESTS IN PROPERTY OR ACTIVITIES OF THE COMPANY.  Except as set
forth on Schedule 3.05, Loscalzo does not have any (direct or indirect) interest
(a) in any  property,  real or  personal,  tangible  or  intangible  used in the
business of the Company,  or (b) in any Person which conducts  business with the
Company.

         3.06 TAX MATTERS. Loscalzo is not a "foreign person" within the meaning
of  Section  1445  of the  Code or the  U.S.  Treasury  regulations  promulgated
thereunder.


                                   ARTICLE IV
                                   ----------
                         REPRESENTATIONS AND WARRANTIES
                    OF LOSCALZO WITH RESPECT TO THE COMPANY

         Loscalzo  hereby  represents  and warrants to and agrees with SmartPros
that:

         4.01 ORGANIZATION AND GOOD STANDING.  The Company is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
New Jersey.  The Company has full power and authority to conduct its business as
it is now  conducted  and to own or lease and operate the assets and  properties
now owned or leased and  operated by the  Company,  and is duly  qualified to do
business and is in good standing in each jurisdiction in which the na-


                                      -8-
<PAGE>

ture  of  its  business  or  the  character  of  its  properties  requires  such
qualification,  except where the failure to so qualify would not have a material
adverse effect on the Company or its operations.

         4.02 CAPITALIZATION OF THE COMPANY;  OPTIONS, ETC. The Company does not
have outstanding: (a) any options, warrants or other rights to purchase, acquire
or convert into, any equity interest in the Company;  or (b) any other agreement
or right (preemptive, contractual or otherwise) to issue or sell any such equity
interests.

         4.03  SUBSIDIARIES.  Except as set forth on Schedule  4.03, the Company
does not own any equity  interest,  directly or indirectly,  in any corporation,
company, partnership, trust, joint venture or other entity.

         4.04 AUTHORIZATIONS AND CONSENTS. No consent, authorization or approval
of,  exemption  by, or  (except  for the filing of Stub  Period  Tax  Returns as
contemplated by Section 6.02 and the filing of the certificates  contemplated by
Section 6.09) filing with any Governmental  Entity is required to be obtained or
made by the Company in connection  with the execution,  delivery and performance
of this Agreement or the consummation of the transactions contemplated hereby.

         4.05  ORGANIZATIONAL  DOCUMENTS.  Schedule  4.05  contains  a true  and
correct copy of the Certificate of Incorporation and the By-laws of the Company,
each as in effect on the date hereof.

         4.06  ACCOUNTS  RECEIVABLE.  (a) All  accounts  receivable  and work in
process  to be  included  in  the  Effective  Time  Net  Assets  (the  "Included
Receivables")  arose  and/or  will  arise  from  bona fide  transactions  in the
ordinary  course of business.  All trade accounts  receivable are by their terms
generally due within thirty (30) days after being  invoiced by the Company.  All
Included  Receivables  are  expected to be  collected in full within one hundred
eighty  (180) days after  Closing.  SmartPros  shall use  reasonable  efforts to
effect the collection of the Included  Re-


                                      -9-
<PAGE>

ceivables,  including  regular  periodic  billing and  follow-up  collection  by
SmartPros'  collection  staff  consistent with SmartPros'  customary  practices.
Reasonable  collection efforts shall not include referral to a collection agency
or  institution  of legal  proceedings.  Where the Company shall have an account
receivable  outstanding  from a client both with  respect to  services  rendered
prior to the  Effective  Time and with  respect to services  rendered  after the
Effective  Time, any  collections  received from such client after the Effective
Time shall be  applied as  designated  by such  client in the  payment or in any
memorandum or other writing accompanying the payment, and in the absence of such
designation to the oldest then outstanding  account receivable from such client.
SmartPros shall provide Loscalzo, not less frequently than monthly, with updated
collection reports in respect of the Included Receivables,  so that Loscalzo may
monitor  collections  and,  in her  reasonable  discretion,  initiate  follow-up
contacts and otherwise participate in collection efforts with respect to clients
who have past due outstanding balances.

                  (b) If the  amount  of  Included  Receivables  determined  for
purposes of the adjustment  required by Section 2.03(e) (the "Final  Receivables
Balance")  exceeds the actual amount  collected by SmartPros or the Company with
respect to the Included  Receivables  within one hundred eighty (180) days after
the Closing Date (such  excess  referred to as the  "Uncollected  Receivables"),
Loscalzo  shall pay to  SmartPros,  by wire  transfer of  immediately  available
funds,  an amount equal to the  Uncollected  Receivables.  If the actual  amount
collected by  SmartPros or the Company with respect to the Included  Receivables
within one hundred  eighty  (180) days after the Closing  Date exceeds the Final
Receivables  Balance  (such  excess  referred to as the  "Excess  Collections"),
SmartPros  shall pay to  Loscalzo,  by wire  transfer of  immediately  available
funds, an amount equal to the Excess Collections.  Any amount payable under this
Section  4.06(b)  will


                                      -10-
<PAGE>

be paid within ten (10) days after such determination.  Excess Collections shall
not include  interest,  penalties  or any late  charges  applied to the Included
Receivables after July 1, 2008.

                  (c) In the event that  SmartPros or the Company  shall receive
additional collections with respect to Included Receivables after the payment of
Uncollected  Receivables  or  Excess  Collections  in  accordance  with  Section
4.06(b),  SmartPros shall pay such additional  collections to Loscalzo,  by wire
transfer of  immediately  available  funds,  within fifteen (15) days after such
amounts  are  collected.  At  Loscalzo's  request  made at any  time on or after
February  1,  2010,  SmartPros  shall  assign  to  Loscalzo,  for no  additional
consideration,  any  remaining  outstanding  uncollected  Included  Receivables,
together  with  all  relevant  documents   reasonably  necessary  for  effecting
collection.

         4.07  COMPLIANCE WITH LAW. The operation by the Company of its business
and the use and  occupancy of its assets and  properties is in compliance in all
material  respects  with,  and not in  violation  in any  material  respect  of,
applicable Laws to which the Company or its assets are subject.  The Company has
obtained  and  adhered  in all  material  respects  to the  requirements  of any
government Permits necessary to the operation of its business,  a list of all of
such Permits being set forth on Schedule 4.07.

         4.08  ABSENCE OF CERTAIN  EVENTS.  (a) Except as set forth on  Schedule
4.08(a), since December 31, 2007, the Company has not:

                  (i) incurred any Liabilities,  other than Liabilities incurred
         in the ordinary course of business consistent with past practice;

                  (ii)  sold,  assigned  or  transferred  any of its  assets  or
         properties  except in the ordinary  course of business  consistent with
         past practice;


                                      -11-
<PAGE>

                  (iii)   created,   incurred,   assumed   or   guaranteed   any
         indebtedness  for money borrowed  (other than in the ordinary course of
         business  consistent  with past  practice),  or  mortgaged,  pledged or
         subjected to any lien, pledge, mortgage, security interest, conditional
         sales contract or other encumbrance any of its assets or properties;

                  (iv) amended or terminated any material  contract,  commitment
         or  agreement  to  which it is a party  or by  which  it is  bound,  or
         canceled,  modified or waived any material  debts or claims held by it,
         in each case other than in the ordinary  course of business  consistent
         with past practice,  or waived any rights of substantial value, whether
         or not in the ordinary course of business; or

                  (v) entered into any material  transaction  or operated  other
         than in the ordinary course of business consistent with past practice,

         (b) Except as set forth on Schedule  4.08(b),  since June 30, 2008, the
Company  has  not  made  any  payments,   including  salary,  bonus,  honoraria,
royalties,  repayment  of loans or  distributions,  to,  on behalf of or for the
benefit of,  Loscalzo,  WL and  Loscalzo & Company  L.L.C.  or their  respective
affiliates, except for payment of any liability included in the determination of
the Effective Time Net Assets.

         4.09 TAXES AND TAX RETURNS.

              (a) The Company has: (i) timely filed all Tax Returns  required to
be filed by it  through  the  Closing  Date  with the  appropriate  Governmental
Entities in all jurisdictions in which such Tax Returns are required to be filed
(giving effect to all extensions),  and such Tax Returns were true and complete;
(ii) timely paid or caused to be paid all Taxes  required to be paid through the
date  hereof and as of the  Closing  Date  (whether  or not shown due on any Tax
Return);  and (iii) except as set forth on Schedule  4.09(a),  not  requested or
caused to be filed or


                                      -12-
<PAGE>

caused  to be  requested  any  extension  of time  within  which to file any Tax
Return, which Tax Return has not since been filed.

              (b)  Except as  otherwise  set forth on  Schedule  4.09(b),  since
January 1, 2000,  the Company has not been  notified  that either the IRS or any
other  Governmental  Entity has raised  any  issues in  connection  with any Tax
Return of the Company or relating to Taxes.  There are no pending Tax audits and
no currently outstanding requests,  agreements or waivers to extend the statutes
of limitations with respect to the Company.

              (c) The Company has  complied in all  material  respects  with all
applicable  Laws relating to the  collection,  withholding  and payment of Taxes
(such as required to have been withheld and paid in connection with amounts paid
or owing to any employee).

              (d)  Except as set forth on  Schedule  4.09(d),  no claim has ever
been made by any Governmental Entity in a jurisdiction in which the Company does
not file Tax  Returns  that the Company is or may be subject to taxation by that
jurisdiction.

              (e)  Except  for  accounts  receivable  and work in  process,  the
Company is not required to include in income  during a taxable  period that ends
after the  Effective  Time any income  that  economically  accrued  prior to the
Effective  Time  by  reason  of  the  installment  method  of  accounting,  open
transaction reporting, the completed contract method of accounting or otherwise.

              (f)  Schedule  4.09(f)  lists all the  jurisdictions  in which the
Company currently files Tax Returns or pay Taxes.

              (g) There are no liens for Taxes (other than Taxes not yet due and
payable) upon any of the assets of any Company.


                                      -13-
<PAGE>

              (h) The Company has not made any payments, and is not obligated to
make any  payments in  connection  with the  transactions  contemplated  by this
Agreement, that would be excess parachute payments within the meaning of Section
280G of the Code (or any similar provision of state, local or foreign Tax Law).

              (i) The Company has not entered  into,  or otherwise  participated
(directly  or  indirectly)  in any  "listed  transaction"  within the meaning of
Treasury   Regulations   Section   1.6011-4(b)(2)   or  any  other   "reportable
transaction" within the meaning of Treasury Regulations Section 1.6011-4(b).

         4.10 PATENTS, TRADEMARKS,  COPYRIGHTS, ETC. The Company owns or validly
licenses  all  Intellectual  Property  Rights  utilized in and  necessary to the
conduct of its business as currently  being  conducted  (the "Company  Rights").
Schedule  4.10(a)  contains a complete  and correct  list of all Company  Rights
(except for paid-up licensed copies of standard,  non-customized office software
such as word processing, contact management, database management,  presentation,
and internal bookkeeping programs) including,  where applicable,  the registered
and beneficial owner and the expiration date thereof. Except as specifically set
forth as Schedule  4.10(b),  the Company is not  required to pay any  royalties,
fees or other  charges in  connection  with its use of any  Company  Rights.  To
Loscalzo's  knowledge,  the conduct of the  business of the Company as currently
conducted  does not  infringe  upon the valid  Intellectual  Property  Rights of
others in any way.

         4.11  LEGAL  PROCEEDINGS,  ETC.  There are no claims,  actions,  suits,
proceedings,  arbitrations or investigations, either administrative or judicial,
pending or, to Loscalzo's  knowledge,  threatened by or against the Company,  or
affecting  its  business  or any of its assets or  properties,


                                      -14-
<PAGE>

or specifically relating to the transactions  contemplated by this Agreement, at
law or in equity or otherwise, before or by any Governmental Entity.

         4.12 REAL PROPERTY LEASES.  The Company does not own any real property.
Schedule 4.12 sets forth all real  property  leases under which the Company is a
lessee. All such leases are valid and binding, and are in full force and effect;
there are no  existing  material  defaults  by the  Company  thereunder;  and to
Loscalzo's  knowledge  no event has  occurred  which  (whether  with or  without
notice,  lapse of time, or both) would constitute a material default  thereunder
by the Company.

         4.13 CONTRACTS AND COMMITMENTS.  Except as listed on Schedule 4.13, the
Company is not a party to any:

              (a)  Contract or  Contracts  for the  borrowing  of money or for a
guarantee, pledge or undertaking of the indebtedness of any other person;

              (b) Contract limiting or restraining in any respect the Company or
Loscalzo from engaging or competing in any lines of business or with any person;

              (c) employment or consulting Contract;

              (d) Contract to perform services by the Company  involving receipt
by the  Company of an amount in the  aggregate  in excess of  $25,000  (it being
understood,  however,  that final  pricing  for  individual  program and seminar
Contracts  depends on the actual  number of attendees who sign up for and attend
the applicable  program or seminar,  which will not be confirmed until after the
program or seminar has occurred);

              (e) Lease relating to personal property  involving annual payments
by or to the Company in excess of $10,000;

              (f) Contract with any labor union; or


                                      -15-
<PAGE>

              (g) any other  Contract  material to the operation of the business
of the  Company  or  entered  into  otherwise  than in the  ordinary  course  of
business.

              With  respect to each of the  Contracts  listed on any Schedule to
this Agreement,  including, but not limited to, the leases set forth on Schedule
4.12, to Loscalzo's  knowledge:  (i) such Contract is valid and  enforceable  in
accordance with its terms, except (A) as limited by general equitable principles
and applicable bankruptcy, insolvency, reorganization, moratorium and other laws
of general application affecting enforcement of creditors' rights generally, (B)
as  limited  by laws  relating  to the  availability  of  specific  performance,
injunctive relief or other equitable remedies and (C) insofar as indemnification
and  contribution  provisions  may be limited by applicable law or public policy
relating  thereto;  and (ii) the Company is in  compliance  with the  provisions
thereof  in  all  material  respects.  The  transactions  contemplated  by  this
Agreement,  will not (i) result in the  automatic  termination  of any  Contract
listed on any Schedule to this Agreement, (ii) result in the automatic amendment
of any of the terms of any such  Contract  or (iii)  give rise to a right in any
party to unilaterally amend the terms of, or terminate,  any such Contract. True
and  correct  copies  of the  Contracts  set  forth on  Schedule  4.13 have been
provided to SmartPros.

         4.14 EMPLOYEE BENEFITS.

              (a) Schedule 4.14(a) contains a true, correct and complete list of
Employee  Benefit Plans  (collectively,  the  "Employee  Plans") with respect to
which the Company is  obligated  to  contribute  or has or has had any actual or
potential Liability at any time during the six-year period ending on the Closing
Date. Any Employee Plan which is intended to meet the qualification requirements
of Section 401(a) of the Code is noted on Schedule 4.14(a).


                                      -16-
<PAGE>

              (b) With respect to each Employee Plan:

                  (i) (A) all required, declared or discretionary (in accordance
with historical practices) payments, premiums, contributions,  reimbursements or
accruals  for all periods  ending  prior to, or as of, the date hereof have been
properly  paid and (B) the  Company has not made and does not intend to make any
contribution for 2008 to the Loscalzo Associates,  P.A. Profit Sharing Plan (the
"Plan"),  which  contribution  would in any  event be  wholly  at the  Company's
discretion;

                  (ii)  there  is  no  unfunded  actual  or  unfunded  potential
Liability relating to such Employee Plan as of the Closing Date;

                  (iii) no Proceedings  (other than routine claims for benefits)
are  pending or  threatened  against or  relating  to any  Employee  Plan or any
fiduciary  thereof,  and to Loscalzo's  knowledge there is no basis for any such
Proceeding against any Employee Plan;

                  (iv)  except  as  may  be  required   under  Laws  of  general
application,  no Employee Plan  obligates any Company to provide any employee or
former  employee,  or  their  spouses,  family  members  or  beneficiaries,  any
post-employment or post-retirement  health or life insurance,  accident or other
"welfare-type" benefits;

                  (v) the  Company has never  maintained  or been  obligated  to
contribute to a  "multiemployer  plan" (as defined in Section 3(37) of ERISA), a
"multiple  employer  plan" (as defined in Section 413 of the Code) or a "defined
benefit pension plan" (as defined in Section 3(35) of ERISA);

                  (vi) each Employee Plan has been  established and operated for
the exclusive  benefit of the  participants  and  beneficiaries of such Employee
Plan; and


                                      -17-
<PAGE>

                  (vii) the Company  has not made or agreed to make,  and is not
required  to make (in order to bring any  Employee  Plan  into  compliance  with
ERISA,  the Code or any  applicable  Law),  any changes in  benefits  that would
materially increase the costs of maintaining any Employee Plan.

              (c) With respect to each Employee Plan:

                  (i) such  Employee  Plan  has in all  material  respects  been
established,  maintained, operated and administered in accordance with its terms
and in compliance with ERISA, the Code and other applicable Laws (including with
respect to reporting and disclosure);

                  (ii) neither the Company  nor, to  Loscalzo's  knowledge,  any
other "disqualified person" or "party in interest" (as such terms are defined in
Section 4975 of the Code and Section 3(14) of ERISA,  respectively) with respect
to such  Employee  Plan,  has  breached  their  fiduciary  duties under ERISA or
engaged in a  prohibited  transaction  that could  subject any of the  foregoing
Persons to any material Tax or penalty imposed under Section 4975 of the Code or
Section 502(i), (j) or (1) of ERISA;

                  (iii) any  Employee  Plan that is intended to be  "qualified",
within  the  meaning  of  Section  401(a)  of the  Code,  meets,  to  Loscalzo's
knowledge,  all requirements for qualification  under Section 401(a) of the Code
and the  regulations  thereunder.  With respect to each such qualified  Employee
Plan,  the  IRS  has  issued  either  (i) a  favorable  determination  or (ii) a
favorable  opinion letter if such Employee Plan is a prototype plan; and, to the
knowledge  of  Loscalzo,  no matter  exists  which  would  adversely  affect the
qualified status of such Employee Plan and any related trust;

                  (iv) each Employee Plan that is subject to the requirements of
the Consolidated Omnibus Budget  Reconciliation of 1985 ("COBRA") and the Health
Insurance  Port-


                                      -18-
<PAGE>

ability and Accountability Act of 1996, as amended, and any rules or regulations
promulgated  thereunder  ("HIPAA") has been  maintained in compliance with COBRA
and HIPAA,  including all notice requirements,  in all material respects, and no
Tax  payable on account  of Section  4980B or any other  section of the Code has
been or is expected to be incurred;

                  (v)  each   Employee   Plan  that  is  intended  to  meet  the
requirements of Section 125 of the Code meets such requirements and each program
of benefits for which employee  contributions are provided pursuant to elections
made under such  Employee  Plan meets the  requirements  of the Code  applicable
thereto;

                  (vi) to  Loscalzo's  knowledge,  there has not been any act or
omission by any Company  that has given rise to or could give rise to any fines,
penalties or related charges under ERISA or the Code for which the Company could
be liable;

                  (vii)  the  Company  has the  right  under  the  terms of each
applicable  Employee Plan and under  applicable Law to amend,  revise,  merge or
terminate such plan (or  participation  in such plan by the Company) or transfer
the  assets  of  such  plan to  another  arrangement,  plan or fund at any  time
exclusively by action of the Company,  and no additional  contributions would be
required to properly effect such termination;

                  (viii)  the  execution,   delivery  and  performance  of,  and
consummation of the  transactions  contemplated  by, this Agreement will not (1)
entitle  any  current  or  former  employee,   director,  officer,   consultant,
independent  contractors,  contingent worker or leased employee (or any of their
dependents,   spouses  or  beneficiaries)  of  the  Company  to  severance  pay,
unemployment  compensation  or any other payment,  or (2) accelerate the time of
payment  or  vesting,  or  increase  the  amount  of  compensation  due any such
individual,  except that the  termination


                                      -19-
<PAGE>

of the Plan as contemplated by Section 6.07(f) will cause any existing  unvested
account balances of plan participants to fully vest; and

                  (ix) the  Company  does not  have  any duty or  obligation  to
indemnify or hold another Person harmless for any liability  attributable to any
acts or omissions by such Person with respect to any Employee Plan.

         4.15  EMPLOYEES.  Set forth on Schedule 4.15 is a complete and accurate
list of the names,  social  security  numbers,  dates of hire,  annual  wages or
hourly  wage  rates  (including  2008  raises),  as the  case  may  be,  and job
descriptions  of  all  present  employees  of the  Company  who  are  in  active
employment  (whether  full-time or  part-time)  on the date hereof.  An employee
shall be considered "in active  employment" if he or she performs services or is
on vacation or authorized leave on the date hereof.

         4.16 INSURANCE.  Schedule 4.16 contains a true and complete list of all
policies of liability,  theft,  fidelity,  business  interruption,  life,  fire,
errors and omissions,  workers compensation,  health and other material forms of
insurance held by the Company (specifying the insurer,  amount of coverage, type
of  insurance,  policy  number,  scope  (including  an indication of whether the
coverage was on claims made,  occurrence or some other basis (and if on a claims
made basis,  a description  of any  retroactive  premium  adjustments),  and any
material pending claims thereunder.

         4.17 CERTAIN  PAYMENTS.  Except as set forth on Schedule 4.17,  none of
the Company, Loscalzo or, to Loscalzo's knowledge, any other officer,  director,
manager, or any employee,  agent or other Person acting on behalf of the Company
has,  directly  or  indirectly,  given  or  agreed  to  give  any  money,  gift,
contribution,  bribe,  rebate,  payoff,  influence payment,  kickback or similar
benefit, to any customer, supplier, employee or agent of a customer or supplier,
or official or


                                      -20-
<PAGE>

employee of any Governmental  Entity or other Person who was, is, or may be in a
position to help or hinder the business or the Company (or assist in  connection
with any actual or proposed  transaction)  that (a) could subject any Company to
any  damage or penalty in any  Proceeding,  (b) if not given in the past,  would
have  resulted in a loss of business to the Company,  or (c) if not continued in
the future,  could reasonably be expected to result in a loss of business to the
Company.  There is not now,  and there has never  been,  any  employment  by the
Company of, or  beneficial  ownership  in any  Company  by, any  official of any
Governmental  Entity in any  jurisdiction  in which the Company has conducted or
proposes to conduct business.

         4.18  PRACTICE OF  ACCOUNTING.  The Company is  registered  as a public
accounting firm with the state boards of accountancy in New Jersey, New York and
Pennsylvania. The Company has never engaged in audit, tax or attest services and
has never issued a report (including any compilation, review or audit report) on
the financial statements of any Person nor has it ever prepared a tax return for
any Person.

         4.19 FINDER. There is no firm,  corporation,  agency or other person or
entity that is entitled to a finder's fee or any type of brokerage commission in
relation  to or  in  connection  with  the  transactions  contemplated  by  this
Agreement as a result of any agreement or understanding  with the Company or any
of its directors, officers or employees or their respective affiliates.

                                    ARTICLE V
                                    ---------

                   REPRESENTATIONS AND WARRANTIES OF SMARTPROS

         SmartPros hereby represents and warrants to Loscalzo as follows:

         5.01  ORGANIZATION  AND GOOD STANDING.  SmartPros is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Delaware with full  corporate  power and authority to conduct its business as is
now being  conducted  and to own or lease and


                                      -21-
<PAGE>

operate the assets and properties owned or leased and operated by it and is duly
qualified to do business and is in good standing in the State of New York.

         5.02 AUTHORITY AND  COMPLIANCE.  SmartPros has full corporate power and
authority  to execute and deliver  this  Agreement  and the related  transaction
documents  referenced in this  Agreement.  The  consummation  and performance by
SmartPros of the transactions  contemplated by this Agreement have been duly and
validly  authorized  by all  necessary  corporate  and other  proceedings.  This
Agreement  has been  duly and  validly  executed  and  delivered  on  behalf  of
SmartPros and  constitutes  a valid  obligation  of  SmartPros,  enforceable  in
accordance with its terms,  except to the extent that such enforceability may be
limited by applicable  insolvency,  bankruptcy,  reorganization  or similar laws
affecting the enforcement of creditors'  rights  generally and by general equity
principles.  No consent,  authorization  or approval of, exemption by, or filing
with, any Governmental Entity, lender or other Person is required to be obtained
or made by SmartPros in connection with the execution,  delivery and performance
of this Agreement or the consummation of the transactions contemplated hereby.

         5.03 FINDER. There is no firm,  corporation,  agency or other person or
entity that is entitled to a finder's fee or any type of brokerage commission in
relation  to or  in  connection  with  the  transactions  contemplated  by  this
Agreement as a result of any agreement or understanding with SmartPros or any of
its directors, officers or employees or their respective affiliates.

         5.04 FUNDING.  SmartPros  has  available all necessary  funds to pay in
full the Consideration  due and payable at Closing,  and the consummation of the
transactions  contemplated  by this  Agreement is not contingent or dependent on
SmartPros'  obtaining  financing or funding,  or a commitment  for  financing or
funding,  from any third  party.  SmartPros is solvent and able to pay its debts
and perform its obligations as and when they become due, and the consummation of
the


                                      -22-
<PAGE>

transactions  contemplated by this Agreement will not render SmartPros insolvent
or unable to pay its debts or perform its obligations as and when due.

         5.05  INVESTMENT.  SmartPros is acquiring the Stock for its own account
for  investment  purposes only and not with a view to, or for sale in connection
with,  any  distribution  within the meaning of the  Securities  Act of 1933, as
amended, and the accompanying rules and regulations.  SmartPros understands that
the Stock has not been  registered  and may be subject to  restrictions  against
further  resale or  transfer  in the  absence of  registration  or an  available
exemption from registration.

                                   ARTICLE VI
                                   ----------

                                    COVENANTS

         6.01 CONDUCT OF BUSINESS UNTIL CLOSING DATE.  Loscalzo hereby covenants
and  agrees  with  SmartPros  that from and after the  Effective  Time until the
Closing Date, she will cause or has caused the Company to:

              (a) operate its business  only in the usual,  regular and ordinary
manner and, to the extent  consistent with such  operation,  to (i) preserve its
present business  organization  intact,  (ii) use its reasonable efforts to keep
available the services of its present  officers and significant  employees,  and
(iii) use its reasonable efforts to preserve the present business  relationships
with  customers,  suppliers,  and others  having  business  dealings  with them;
PROVIDED,  HOWEVER,  no payments of any kind  (whether for  compensation,  loans
payable,  distributions  or otherwise)  shall be made,  for the benefit of or on
behalf of Loscalzo, WL or Loscalzo & Company,  L.L.C. or any of their affiliates
other than any payment of any  liability  included in the  determination  of the
Effective Time Net Assets;


                                      -23-
<PAGE>

              (b) maintain for the Company the  ownership of and/or the right to
use the  Company  Rights and  maintain in full force and effect  insurance  with
responsible companies comparable in amount, scope and coverage to that in effect
on the date of this Agreement;

              (c) maintain its books, records and accounts in the usual, regular
and ordinary manner on a basis consistent with prior periods;

              (d) duly comply in all material respects with all laws known to be
applicable to the Company and material to the conduct of its business; and

              (e) perform all of its material obligations without default unless
being contested in good faith.

         6.02 TAX RETURNS.

                  (a) FILING OF CERTAIN TAX RETURNS AFTER CLOSING DATE.

                  (i) Loscalzo shall prepare,  or cause to be prepared,  a draft
of each Tax Return  required to be filed by or with respect to the Company after
the Closing Date for Tax Periods ending on or before the Closing Date, including
any Stub Period  ("Pre-Closing  Returns").  For the  avoidance  of doubt,  it is
acknowledged  and  understood  that the  Pre-Closing  Returns to be  prepared by
Loscalzo after the Closing Date shall include,  without  limitation,  Forms 1120
for (A) the full 12-month  taxable year ending  December 31, 2007 and (B) a Stub
Period ending on the Closing Date.  Loscalzo's  draft of any Pre-Closing  Return
shall be submitted by her to SmartPros  (together  with copies of all schedules,
statements,  work papers and supporting documentation) at least thirty (30) days
prior  to the  due  date  for  the  filing  of the  Pre-Closing  Return.  At the
reasonable request of Loscalzo for any extension for the filing of a Pre-Closing
Return,  SmartPros shall not unreasonably withhold consent or refuse to file for
the  extension.  Loscalzo  shall  have the  final  and  exclusive  authority  to
determine  all reporting  positions on  Pre-Closing  Returns,


                                      -24-
<PAGE>

PROVIDED THAT (x) SmartPros  shall have a reasonable  opportunity  to review and
comment on Pre-Closing Returns, and (ii) Loscalzo's determinations shall be made
in good faith and in accordance  with Section  6.02(a)(v).  The final version of
each  Pre-Closing  Return  shall be  executed by an  appropriate  officer of the
Company  at the  direction  of  SmartPros  and  filed  by the  Company  with the
applicable Taxing  Authority.  The Company shall remit (or cause to be remitted)
any Taxes payable by the Company in respect of each Pre-Closing Return, directly
to the applicable  Governmental Entity, subject to adjustment in accordance with
Section  6.02(a)(iv)  (to reflect the  agreed-upon  sharing of Tax liability for
such Pre-Closing Return between Loscalzo and SmartPros).

                  (ii)  SmartPros  shall  file or cause to be filed when due all
Tax Returns  that are required to be filed by or with respect to the Company for
Tax Periods  ending after the Closing  Date,  including  all Tax Returns for any
Straddle Period.

                  (iii)  Any  Tax  Return  required  to be  filed  by  SmartPros
relating to any Straddle Period ("Straddle Return") shall be submitted (together
with  copies  of  all   schedules,   statements,   workpapers   and   supporting
documentation)  to Loscalzo at least  thirty (30) days prior to the due date for
the filing of such Straddle Return. Loscalzo shall have a reasonable opportunity
to review and comment upon each Straddle  Return prior to its filing.  SmartPros
shall  have the  final  and  exclusive  authority  to  determine  all  reporting
positions on Straddle Returns,  PROVIDED THAT such determinations  shall be made
in good faith and in accordance with Section  6.02(a)(v).  SmartPros shall cause
the  completed  Straddle  Returns to be executed and filed with the  appropriate
Governmental  Entities.  The Company  shall remit (or cause to be remitted)  any
Taxes payable by the Company in respect of each Straddle Return, directly to the
applicable  Tax-


                                      -25-
<PAGE>

ing Authority,  subject to adjustment in accordance with Section 6.02(a)(iv) (to
reflect  the  agreed-upon  sharing of Tax  Liability  for such  Straddle  Return
between Loscalzo and SmartPros).

                  (iv) At least five (5) business  days prior to the filing of a
Pre-Closing  Return  or  Straddle  Return,  an  amount  equal to the (A) the Tax
Liability,  if any, which is  attributable to the period ending at or before the
Effective Time (the "Pre-Effective Time Period"),  determined in accordance with
Section  6.02(b),  shall be payable by  Loscalzo to  SmartPros,  and (B) the Tax
overpayment,  if any, which is  attributable to the  Pre-Effective  Time Period,
determined in accordance with Section 6.02(b),  shall be payable by SmartPros to
Loscalzo.  If Loscalzo and SmartPros  are unable to agree on the amount  payable
under this Section 6.02(a)(iv) within (10) business days after they have started
good faith  discussions,  any unresolved  dispute shall be promptly submitted to
and determined by an independent  accounting firm jointly  selected by SmartPros
and Loscalzo,  with such determination being final and binding. The fees of such
independent  accounting  firm  shall be  allocated  50% to  Loscalzo  and 50% to
SmartPros.

                  (v)  Any  Pre-Closing  Return  or  Straddle  Return  shall  be
prepared in a manner  consistent  with past Tax  accounting  practices used with
respect to the Tax Return in question to the extent  supported by applicable Law
and without a change of any election or accounting method.

                  (vi) Any amended Tax Return or claim for Tax refund  ("Amended
Return")  for any  Pre-Closing  Period  shall be  filed,  or caused to be filed,
solely by Loscalzo, and any Amended Return for a Straddle Period shall be filed,
or caused to be filed,  solely by SmartPros;  PROVIDED,  HOWEVER,  that any such
Amended  Return  shall be  subject  to all of the  provisions  set forth in this
Section  6.02(a)  applicable to the Tax Return being amended (as if such Amended
Return  constituted  the filing of an original  Tax Return);  PROVIDED  FURTHER,
HOWEVER,  that no such


                                      -26-
<PAGE>

Amended Return shall be filed by Loscalzo or SmartPros without the prior written
consent of the other party,  which consent shall not be  unreasonably  withheld.
None of  SmartPros or any  affiliate  of SmartPros  shall file or shall cause or
permit the Company to file any Amended Return for any Pre-Closing Period without
the prior written consent of Loscalzo, which consent may be withheld in her sole
discretion.

              (b)   APPORTIONMENT  OF  TAX  LIABILITIES   BETWEEN  LOSCALZO  AND
SMARTPROS.

                  (i)  To  the  extent   permitted   or   required   by  law  or
administrative  practice,  the Tax  Period of the  Company  which  includes  the
Closing  Date shall be treated as closing as of 11:59 p.m. on the Closing  Date;
provided,  however, that all transactions not in the ordinary course of business
actually   occurring   after  the  Closing   shall  be  reported  on  SmartPros'
consolidated   federal   income   Tax  Return  to  the   extent   permitted   by
ss.1.1502-76(b)(1)(ii)(B)  of the  Treasury  Regulations  and shall be similarly
reported  on other Tax  Returns of  SmartPros  or its  affiliates  to the extent
permitted by Law.

                  (ii) For purposes of computing the amount payable  referred to
in Section  6.02(a)(iv),  the Tax Liability or Tax overpayment  allocable to the
Pre-Effective   Time   Period   shall  be   determined   by  using  an  "interim
closing-of-the-books"  method AS IF the  Company's  Tax  Period had ended at the
Effective Time (using the cash method of accounting for all income and franchise
tax purposes),  even though applicable Laws or  administrative  practice require
such  Company's Tax Period to close as of some other date,  and by assuming that
any estimated Tax payments or overpayments applied from previous Tax Periods are
allocated entirely to the Pre-Effective Time Period; PROVIDED,  HOWEVER, that AD
VALOREM  or other  taxes  not  based on income  or  receipts,  such as  personal
property Taxes or "minimum" state or local  franchise or income Taxes,


                                      -27-
<PAGE>

shall be  apportioned  on a daily  basis.  SmartPros  shall not make a  "ratable
allocation" election under ss.1.1502-76(b)(2)(ii) of the Treasury Regulations.

                  (iii) Notwithstanding the provisions of Section 9.01 (relating
to indemnification by Loscalzo), Loscalzo shall not be liable to any Indemnified
Party for (x) any Taxes or related Losses attributable to a breach of SmartPros'
covenants in Section 6.02(e), or (y) any Taxes or related Losses attributable to
the period (if any) between the Effective Time and the Closing Date  (determined
in accordance with the principles of Section 6.02(b)(i) and (ii)), PROVIDED THAT
such  Taxes  or  related  Losses  do  not  result  from a  breach  of any of the
representations,  warranties,  covenants or agreements  made by Loscalzo in this
Agreement,  or  (z)  any  Taxes  incurred  as a  result  of  SmartPros'  or  its
affiliates'  failure to cause the  Company  to timely  file or have filed on its
behalf any Tax Return  which  SmartPros is required to cause the Company to file
pursuant to the terms of this Agreement,  PROVIDED THAT Loscalzo has complied in
all material respects with any covenants relating to the preparation of such Tax
Returns set forth in this Section 6.02.

              (c) CERTAIN TAX REFUNDS.

                  (i) Any Tax refund  (including  any interest in respect of the
refund)  received by or on behalf of the Company with respect to a Pre-Effective
Time Period, and any amounts credited against Tax of the Company with respect to
a Pre-Effective  Time Period to which SmartPros or the Company becomes  entitled
(including by way of any Amended Returns), shall be for the account of Loscalzo,
except  to  the  extent  that  such  refund  or  credit  was   included  in  the
finally-determined  Effective  Time Net  Assets  Statement,  in which  case such
refund or credit shall be for the account of SmartPros.


                                      -28-
<PAGE>

                  (ii) Any Tax refund  (including any interest in respect of the
refund)  received by Loscalzo or the  Company  with  respect to a period  ending
after the Effective Time, and any amounts  credited  against Tax with respect to
such period to which Loscalzo or the Company becomes entitled  (including by way
of any Amended Return), shall be for the account of SmartPros.

                  (iii) For purposes of this Section 6.02(c),  whenever a refund
or credit must be apportioned  between  Loscalzo and  SmartPros,  such refund or
credit  shall be  apportioned  in  accordance  with the  principles  of  Section
6.02(b).

              (d) ASSISTANCE AND COOPERATION ON TAX MATTERS.  After the Closing,
Loscalzo and SmartPros  shall cooperate  fully, as and to the extent  reasonably
requested  by any other  party,  in  connection  with the filing of Tax  Returns
pursuant to this Section 6.02 and any audit, litigation or other proceeding with
respect to Taxes.  Such  cooperation  shall  include the retention and (upon the
other  party's  request)  the  provision  of records and  information  which are
reasonably  relevant  to any such audit,  litigation  or other  proceeding,  and
making employees  available on a mutually convenient basis to provide additional
information and explanation of any material provided under this Agreement.

              (e) NO SECTION 338 ELECTION. SmartPros shall not make any election
under Section 338 of the Code or any similar provision of state or local Law.

         6.03 EMPLOYMENT  AGREEMENTS.  At the Closing,  (a) Loscalzo shall enter
into an employment  agreement with SmartPros in  substantially  the form annexed
hereto as Exhibit D-1 (the  "Loscalzo  Employment  Agreement")  and (b) WL shall
enter into an employment  agreement  with  SmartPros in  substantially  the form
annexed hereto as Exhibit D-2 (the "William Employment Agreement") (collectively
the "Employment Agreements").


                                      -29-
<PAGE>

         6.04 COVENANT NOT TO COMPETE. Loscalzo and WL each acknowledge that, as
of the date hereof: (a) the Company is engaged in the business of developing and
providing educational programs for the accounting,  engineering, legal and other
professions,  various market segments, such as financial services, insurance and
pharmaceuticals,  and compliance and ethics  programs for the general  corporate
market (the "Competitive  Business");  (b) the Competitive Business is currently
conducted,  or  proposed  to be  conducted,  throughout  the United  States (the
"Restricted  Area");  and (c) the  agreements  and  covenants  contained in this
Section  6.04 are  essential to protect the business and goodwill of the Company
which  business  and  goodwill  are being  acquired by  SmartPros  hereunder  in
exchange for the Consideration. Accordingly, each of Loscalzo and WL agrees that
for a period of ten (10) years from and after the Closing Date (the  "Restricted
Period"),  she or he will not,  directly or indirectly,  in the Restricted Area,
otherwise  than as an employee of or  consultant  to the Company:  (x) engage or
participate in the Competitive Business;  (y) enter the employ of, or render any
services  (whether  or not for a fee or other  compensation)  to,  any person or
entity engaged in the Competitive Business; or (z) acquire an equity interest in
any person engaged in the  Competitive  Business;  provided that Loscalzo and WL
may each own, directly or indirectly,  solely as a passive investment,  not more
than five (5%) percent of the  outstanding  securities of any company  traded on
any national  securities  exchange or on the National  Association of Securities
Dealers  Automated  Quotation  System.  Notwithstanding  the foregoing,  neither
Loscalzo nor WL shall be deemed to be engaging in a Competitive  Business during
the Restricted Period by (i) teaching accounting or  accounting-related  subject
matter or  performing  accounting-related  research  or  writing  at a  college,
university  or other  secondary  level  educational  institution,  (ii)  writing
occasional  articles on the topic of  accounting or related  subject  matter for
dissemination  in  journals,  magazines  and other  media  intended  for general
circulation or


                                      -30-
<PAGE>

circulation  within the accounting  profession  generally,  or (iii)  practicing
traditional  accounting,  including the rendering of audit and attest  services,
tax and forensic accounting, and related consulting services; PROVIDED, HOWEVER,
being employed or retained by an academic institution or other employer that has
a division or branch that engages in a Competitive  Business  shall not alone be
deemed a violation  of this  Section  6.04,  so long as the  Executive  does not
personally  participate or otherwise engage in the Competitive  Business or work
in or assist the division or branch that engages in the Competitive Business.

         Loscalzo  and  WL  each  acknowledge  that  a  violation  of any of the
covenants  contained  in this  Section  6.04 may  cause  irreparable  injury  to
SmartPros  and that  money  damages  would not  provide  an  adequate  remedy to
SmartPros,  and therefore,  SmartPros shall, in addition to, and not in lieu of,
any other rights and  remedies  available to any of them under law or in equity,
have the right and remedy to have the  covenant  set forth in this  Section 6.04
specifically enforced by any court of competent jurisdiction.

         In the event the  covenants  contained  in this  Section 6.04 should be
held by any court or other duly  constituted  judicial  authority  to be void or
otherwise  unenforceable  in any particular  jurisdiction or with respect to any
particular  activity  or with  respect  to the  period of  restraint,  then such
covenants so affected shall be deemed to have been amended and modified so as to
eliminate  therefrom the  particular  jurisdiction  or activity as to which such
covenants  are so held to be void or  otherwise  unenforceable  or to reduce the
period of restraint,  and, as so modified and as to all other  jurisdictions and
activities  covered hereby, the terms and provisions hereof shall remain in full
force and effect.

         6.05 LEASE OF PREMISES.  At Closing,  Loscalzo shall cause 130 Monmouth
to enter into a lease with the Company for the premises at 130 Monmouth  Street,
Red Bank,  New Jersey  (the


                                      -31-
<PAGE>

"Premises") in the form of Exhibit C hereto (the "Lease"). The Company's payment
and performance under the Lease shall be guaranteed by SmartPros.

         6.06  REPAYMENT OF MORTGAGE.  Loscalzo  shall,  prior to the  Effective
Time,  cause 130 Associates to repay to the Company the entire  principal amount
and accrued interest of the mortgage on the Premises held by the Company.

         6.07  EMPLOYEE  MATTERS.  (a)  With  respect  to each  employee  of the
Company,  SmartPros shall take into account the period of continuous  employment
with the  Company  solely (i) for the purpose of  applying  the  waiting  period
requirements  (or any similar  provisions)  under any group health,  accident or
life  insurance  plan  maintained or sponsored by or contributed to by SmartPros
under which  coverage of all employees of the Company will be provided as of the
Closing  Date,  (ii) for  purposes of  applying  the  participation  and vesting
requirements (but not for purposes of determining the extent of benefit accrual)
under  SmartPros'  pension,  401(k)  savings,  health  and  welfare,  disability
benefit,  executive  compensation,   incentive  and  bonus  plans,  programs  or
arrangements  and (iii) for  purposes of  determining  vacation  entitlement  in
accordance with the express terms of SmartPros'  vacation  policies as may exist
for time to time.  SmartPros shall not recognize the period of employment of any
employee  of the  Company  under any other  plan or  arrangement  maintained  by
SmartPros or for any purposes other than as described above.

              (b)  Notwithstanding  anything to the contrary  contained  herein,
SmartPros  may (i)  unilaterally  change  the  salary  (either  by  increase  or
decrease) and/or the title and duties of any employee of the Company at any time
after  the  Closing  Date and (ii) at  SmartPros'  sole  discretion,  change  or
eliminate any of the plans,  policies or arrangements of SmartPros applicable to
the employees of the Company, including, without limitation, the plans, policies
and arrangements of SmartPros referred to in this Section 6.07.


                                      -32-
<PAGE>

              (c) With respect to any employee of the Company on or prior to the
Closing Date, SmartPros and Loscalzo hereby agree as follows:

                  (i) Any health,  accident and other employee  welfare  benefit
claims of such employee and their eligible  dependents to the extent such claims
are  incurred on or before the Closing  Date and are covered and not  excludable
under the applicable  employee plan of the Company,  regardless of when any such
claim is submitted  for payment,  shall be treated as a Liability  arising on or
before the Effective  Time.  For purposes of this Section  6.07(c),  a health or
accident claim shall be deemed to have been incurred when the event or condition
that is the subject of the claim occurred and treatment is sought;

                  (ii) Any worker's compensation benefits,  occupational disease
claims and employer  liability  claims  (collectively  "Comp  Claims")  shall be
treated as a  Liability  arising  before the  Effective  Time if the event which
caused the injury or illness upon which the Comp Claim is based  occurred  prior
to the Closing Date;

                  (iii) Any other employment-related claim shall be treated as a
Liability arising before the Effective Time if the event upon which the claim is
based occurred prior to the Closing Date; and

                  (iv) Any obligation for vacation pay  entitlements for periods
ending at the Effective Time shall be treated as a Liability  arising before the
Effective  Time.  There shall be included as part of the Estimated  ETNA and the
Net Assets  Statement  the Vacation  Accrual.  Promptly  following  the Closing,
SmartPros  shall  pay,  or shall  cause the  Company  to pay,  to the  Company's
employees all accrued and unused  vacation time carried over from years prior to
2008,  to the  extent  reflected  in the  Vacation  Accrual  less  any  required
withholding  taxes,  and SmartPros or the Company shall also pay or remit to the
applicable  Governmental  Entity any re-


                                      -33-
<PAGE>

lated payroll Taxes  associated with such accrued vacation  payments.  SmartPros
and the  Company  shall  recognize  the  entitlement  of the  employees  to paid
vacation  time,  accrued and unused by them for  calendar  year 2008 through the
Effective  Time,  to the extent  reflected  in the Vacation  Accrual,  and shall
permit the  employees to take such paid  vacation time in 2008 after the Closing
in accordance with their already  scheduled  vacation plans, if applicable,  and
otherwise as shall be scheduled  with  SmartPros'  approval in  accordance  with
SmartPros'  customary  vacation policy. Any such accrued vacation time not taken
in 2008 shall be forfeited to the extent SmartPros' customary vacation policy so
provides,  and SmartPros  shall so advise the employees  promptly  following the
Closing.  Any employee whose  employment with SmartPros  terminates on or before
December  31,  2008,  whether  with or  without  cause,  shall  be paid  for any
remaining unused 2008 vacation time that accrued prior to the Effective Time and
was  included  within the  Vacation  Accrual.  Vacation  entitlements  after the
Effective Time shall accrue in accordance  with  SmartPros'  vacation policy and
shall be for SmartPros' account.

              (d) Prior to the Closing Loscalzo, in her capacity as president of
the  Company  and  trustee  of the  Plan,  shall  cause  the  Company  to  adopt
appropriate  resolutions to freeze and terminate the Plan in accordance with the
terms of the Plan and  applicable  Law.  Within  thirty (30) days of the Closing
Date Loscalzo  shall apply to the IRS for a  determination  letter in connection
with the Plan  termination,  and Loscalzo shall be responsible  for the costs of
the application and making any required Form 5500 filings pending receipt of the
IRS determination  letter. The vested account balances of the participants shall
be  distributed  to them after the Closing in  accordance  with the terms of the
Plan and  applicable  Law  upon  receipt  of the IRS  determination  letter,  if
applicable,  or at such other time as Loscalzo  shall  determine,  pending which
Loscalzo shall remain as sole trustee of the Plan.  SmartPros maintains a 401(k)
savings plan ("Buyer's


                                      -34-
<PAGE>

Savings Plan"). SmartPros agrees that Buyer's Savings Plan will accept rollovers
(including direct rollovers pursuant to Section 401(a)(31) of the Code), from or
with respect to, any Company  employee of any "eligible  rollover  distribution"
(within the meaning of Section  401(a)(31) of the Code) from the Company's  Plan
at any time after the Closing Date,  subject to the Company providing  SmartPros
with satisfactory evidence that the distributing plan meets the requirements for
qualification  under  Section  401(a) of the Code in form and in  operation  and
distributions  may properly be made from such Plan in accordance with applicable
law.  Except as provided above,  neither  SmartPros nor the Buyer's Savings Plan
shall assume responsibility for accrued benefits or accounts under any qualified
employee plan maintained by the Company prior to the Closing Date.

              (e)  None of  SmartPros,  Loscalzo  or the  Company  intends  this
Section  6.07 to create  any rights or  interest  except as among  them,  and no
present  or  future  employees  of  either  party  (or  any  dependents  of such
employees)  will be  treated  as third  party  beneficiaries  in or  under  this
Agreement.

         6.08 AUDIT  PACKAGES.  Within  twenty (20) days after the Closing Date,
Loscalzo  shall  provide  SmartPros  with  such  information,  or shall  use her
reasonable best efforts to obtain such  information,  if such information is not
in her or the Company's possession,  as may be reasonably necessary or desirable
to  enable  SmartPros  to  prepare  financial  statements  for  the  Company  in
accordance with GAAP as at December 31, 2007 and June 30, 2008 and for the years
ended  December  31,  2007 and  2006  and the six  months  ended  June 30,  2008
(collectively,  the "Financial  Statements").  Loscalzo and WL shall be actively
involved  in  preparing  the  Financial  Statements  and shall be  afforded  the
opportunity to meet with  representatives  of HRR, the firm who will be auditing
the Financial  Statements.  Upon  completion  of the audit to her  satisfaction,
which shall


                                      -35-
<PAGE>

be  determined  in good  faith,  Loscalzo  agrees to execute  and  deliver  such
letters,  documents and certificates,  including  management  certifications and
"rep"  letters,  as HRR shall  reasonably  request  in order that they may issue
their audit  report.  The audits shall be conducted at the sole cost and expense
of SmartPros  and,  except as set forth in Section 2.04 with respect to the 2007
Audit Report,  the results of such audits shall be for SmartPros'  purposes only
and shall have no effect on the Consideration.

         6.09 CONVERSION OF P.A.  Concurrently with the Closing,  Loscalzo shall
sign  and  cause  to be  filed  with  the New  Jersey  Department  of  Treasury,
Commercial  Recording  Division,  on behalf  of the  Company  a  certificate  of
amendment to the Company's certificate of incorporation,  in the form of EXHIBIT
E, which shall  change the  Company's  name to  "Loscalzo  Associates  Ltd." and
provide that effective immediately, the Company is converted from a professional
service  corporation service to a business  corporation  operating under the New
Jersey Business  Corporation  Act,  N.J.S.A.  14A:1-1 ET SEQ.,  exclusive of the
provisions of the P.A. Act. Promptly upon the Closing,  Loscalzo shall also sign
and file  evidence of the name change with the  corporate  filing  office of the
Commonwealth of Pennsylvania  and shall at the same time notify the state boards
of accountancy in the States of New Jersey and New York and the  Commonwealth of
Pennsylvania  about  the  name  change  and  the  Company's  conversion  from  a
professional  service  accounting firm to a regular  business  corporation.  All
out-of-pocket  costs and  expenses of such filings and  notifications,  together
with any additional  filings and notifications  that may be required in the same
or any other  jurisdictions  in connection  with the  Company's  name change and
conversion, shall be borne and paid by Loscalzo and not by SmartPros.


                                      -36-
<PAGE>

         6.10 MISCELLANEOUS.  (a) As soon as reasonably practicable, the Company
shall sell the Lexus  ES300 that it owns and within ten (10) days of its receipt
of the  proceeds  from such sale,  remit 50% of the net  proceeds to Loscalzo as
additional purchase price for the Stock.

              (b) The  Company  shall  obtain  a  "tail"  for  its  professional
liability  policy  as in  effect  immediately  prior  to the  Closing,  covering
pre-Effective  Time  acts and  omissions,  for such  period  as  Loscalzo  shall
specify. Loscalzo shall reimburse the Company for the cost of such extension.

                                   ARTICLE VII
                                   -----------

              CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SMARTPROS

         The obligations of SmartPros  pursuant to this Agreement are subject to
the satisfaction at the Closing of each of the following  conditions;  provided,
however,  that  SmartPros  may,  in its  sole  discretion,  waive  any  of  such
conditions in writing and proceed with the transactions contemplated hereby.

         7.01 ACCURACY OF REPRESENTATIONS  AND WARRANTIES.  The  representations
and  warranties of Loscalzo  contained in this  Agreement or any other  document
delivered by the Loscalzo to  SmartPros at the Closing in  connection  with this
Agreement  shall be true and correct in all  material  respects on and as of the
Closing Date.

         7.02  PERFORMANCE  OF  AGREEMENTS.  Loscalzo  shall have  performed and
complied in all material respects with all covenants, obligations and agreements
to be performed or complied  with by her on or before the Closing Date  pursuant
to this Agreement.

         7.03 LITIGATION, ETC.

              (a) No claim, action, suit, proceeding, arbitration, or hearing or
notice of  hearing  shall be  pending  (and no action  or  investigation  by any
governmental authority shall be


                                      -37-
<PAGE>

threatened)   which  seeks  to  enjoin  or  prevent  the   consummation  of  the
transactions contemplated by this Agreement.

              (b) No law,  regulation  or  governmental  decree  shall have been
adopted or  promulgated  after the date hereof,  the  enforcement of which would
materially adversely affect the assets, properties, financial condition, results
of  operations,  properties,  business or prospects  of the Company,  taken as a
whole; and no law,  regulation or governmental decree shall have been adopted or
promulgated  after the date hereof,  the  enforcement of which would  materially
adversely  affect the  ability  of  SmartPros  to  consummate  the  transactions
contemplated by this Agreement.

         7.04 EMPLOYMENT  AGREEMENTS.  Each of the Employment  Agreements  shall
have been executed and delivered by Loscalzo and WL, respectively.

         7.05 APPROVALS;  CONSENTS. All material approvals,  consents,  waivers,
filings,  registrations,  permits,  authorizations  or other  actions by or from
Governmental  Entities which are required in connection with the consummation of
the  transactions  contemplated by this Agreement or on account of the change in
ownership of the Company, as and to the extent set forth on Schedule 7.05, shall
have been obtained or made.

         7.06  GOOD  STANDING   CERTIFICATES.   SmartPros  shall  have  received
certificates  of the  Secretaries of State (or other  applicable  office) in the
jurisdiction  in which the Company is organized  and in those  jurisdictions  in
which the Company is qualified to do business,  dated as of a date not more than
ten (10) days prior to the Closing  Date,  certifying as to the good standing of
the Company in each such jurisdiction.

         7.07 PREMISES  LEASE.  The Lease shall have been executed and delivered
by 130 Associates and the Company.


                                      -38-
<PAGE>

         7.08 ESCROW  AGREEMENT.  The Escrow  Agreement shall have been executed
and delivered by Loscalzo and the Escrow Agent.

                                  ARTICLE VIII
                                  ------------

                     CONDITIONS PRECEDENT TO THE OBLIGATIONS
                                   OF LOSCALZO

         The  obligations  of Loscalzo  under this  Agreement are subject to the
satisfaction  at the  Closing  of each of the  following  conditions;  provided,
however,  that  Loscalzo  acting  in her sole  discretion  may waive any of such
conditions in writing and proceed with the transactions contemplated hereby.

         8.01 ACCURACY OF REPRESENTATIONS  AND WARRANTIES.  The  representations
and  warranties of SmartPros  contained in this  Agreement or any other document
delivered  by  SmartPros  to  Loscalzo at the  Closing in  connection  with this
Agreement  shall be true and correct in all  material  respects on and as of the
Closing Date.

         8.02  PERFORMANCE  OF  AGREEMENTS.  SmartPros  shall have performed and
complied in all material respects with all covenants, obligations and agreements
to be  performed  or complied  with by  SmartPros  on or before the Closing Date
pursuant to this Agreement.

         8.03 LITIGATION, ETC.

              (a) No claim, action, suit, proceeding,  arbitration or hearing or
notice  of  hearing  shall be  pending  (and no action  or-investigation  by any
governmental authority shall be threatened) which seeks to enjoin or prevent the
consummation of the transactions contemplated by this Agreement.


                                      -39-
<PAGE>

              (b) No law,  regulation  or  governmental  decree  shall have been
adopted or  promulgated  after the date hereof,  the  enforcement of which would
materially   adversely   affect  the  ability  of  Loscalzo  to  consummate  the
transactions contemplated by this Agreement.

         8.04 EMPLOYMENT  AGREEMENTS.  The Employment Agreements shall have been
executed and delivered by SmartPros.

         8.05 ESCROW  AGREEMENT.  The Escrow  Agreement shall have been executed
and delivered by SmartPros and the Escrow Agent.

         8.06 PREMISES  LEASE.  The Lease shall have been executed and delivered
by SmartPros as guarantor.

                                   ARTICLE IX
                                   ----------

                                 INDEMNIFICATION

         9.01 INDEMNIFICATION BY LOSCALZO.  Loscalzo hereby covenants and agrees
with  SmartPros that Loscalzo  shall  reimburse and indemnify  SmartPros and its
respective successors and assigns (individually an "Indemnified Party") and hold
them harmless from, against and in respect of any and all Losses incurred by any
of them due to,  arising out of, or in connection  with,  (i) a breach of any of
the  representations,  warranties,  covenants or agreements  made by Loscalzo in
this Agreement,  or (ii) any  Pre-Closing  Liability (as defined below) or (iii)
any Losses arising in connection with the Plan regardless of whether such Losses
arise  prior or  subsequent  to the  Effective  Time or (iv) any amounts due and
payable by Loscalzo to the Escrow Agent pursuant to Section 2.02 hereof. As used
in this Article IX,  "Pre-Closing  Liability" means any Liability of the Company
or Loscalzo,  fixed or contingent,  known or unknown, arising before the Closing
that was not included in the determination of the Net Assets  Statement,  except
for (i) Liabilities, including Liabilities for Taxes, accrued expenses and trade
accounts  payable,  arising from or


                                      -40-
<PAGE>

incurred in respect of the  operations of the Company in the ordinary  course of
business  between the Effective Time and the Closing Date and which are intended
to be for the account and at the expense of SmartPros in accordance with Section
2.05; and (ii)  Liabilities  consisting of executory  obligations for payment or
performance,   including  executory   obligations  under  the  Lease  and  other
Contracts,  accruing  in respect of or intended  to be  performed  in any period
following the Effective Time.

         9.02  INDEMNIFICATION  BY  SMARTPROS.  SmartPros  hereby  covenants and
agrees  with  Loscalzo  that  it  shall  reimburse  and  indemnify  her  and her
respective successors and assigns (also individually an "Indemnified Party") and
hold them harmless from,  against and in respect of any and all Losses  incurred
by any of them due to,  arising out of, or in connection  with,  (i) a breach of
any  of  the  representations,  warranties,  covenants  or  agreements  made  by
SmartPros  in this  Agreement,  or (ii)  the  operation  of the  Company  or the
business of the Company from and after the Closing Date or (iii) any amounts due
and payable by SmartPros to the Escrow Agent pursuant to Section 2.02 hereof.

         9.03 INDEMNIFICATION PROCEDURES.

              (a) A claim for  indemnification  for any matter not  involving  a
Third Party Claim (as  defined  below) may be asserted by written  notice to the
party  from whom  indemnification  is sought  stating in  reasonable  detail the
nature of the claim and the amount claimed or demanded therewith within ten (10)
business days after first having actual  knowledge of the matter;  provided that
no failure to provide such written  notice shall excuse the  indemnifying  party
from any of its obligations  under this Article IX except to the extent that the
indemnifying party can demonstrate actual loss and prejudice as a result of such
failure.  Any dispute with respect to such claim shall be resolved in accordance
with Section 10.10 below.


                                      -41-
<PAGE>

              (b) In the event that any proceedings  shall be instituted or that
any claim or demand  shall be  asserted  by any third  party in respect of which
indemnification  may  be  sought  under  this  Article  IX  (regardless  of  the
limitations  set forth herein) (each, a "Third Party  Claim"),  the  Indemnified
Party shall  promptly  cause written  notice of the assertion of any Third Party
Claim  of which  it has  knowledge  which is  covered  by such  indemnity  to be
forwarded to the  indemnifying  party.  The failure of the Indemnified  Party to
give reasonably prompt notice of any Third Party Claim shall not release,  waive
or otherwise  affect the indemnifying  party's  obligations with respect thereto
except to the extent that the indemnifying party can demonstrate actual loss and
prejudice as a result of such  failure.  The  indemnifying  party shall have the
right,  at its sole expense and with counsel of its choice,  to defend  against,
negotiate,  settle or otherwise deal with any Third Party Claim which relates to
any Losses indemnified against hereunder, including but not limited to asserting
claims and affirmative  defenses and impleading or pursuing claims against other
Persons who may have been  responsible for all or part of the Losses  associated
with such Third Party Claim,  provided that no  settlement  shall be effected by
the  indemnifying  party without the consent of the Indemnified  Party unless it
solely  involves the payment of money by the  indemnifying  party and contains a
complete  release  of the  Indemnified  Party with  respect to such Third  Party
Claim. If the indemnifying party makes any payment on any Third Party Claim, the
indemnifying  party shall be subrogated,  to the extent of such payment,  to all
rights and remedies of the Indemnified Party to any insurance  benefits or other
claims of the Indemnified Party with respect to such Third Party Claim.

         9.04 OFFSET FOR THIRD-PARTY  RECOVERIES.  In determining an Indemnified
Party's  Losses  subject to  indemnification  under this Article IX, such Losses
shall be determined after subtracting any insurance proceeds or other recoveries
actually  received from any third party


                                      -42-
<PAGE>

by the  Indemnified  Party  with  respect to such  Losses,  less (in the case of
insurance  proceeds) any applicable  policy  deductibles,  and in each case less
reasonable  out-of-pocket fees and expenses incurred by the Indemnified Party in
recovering such amounts.

         9.05  LIMITATIONS.  (a)  Loscalzo  shall not be required  to  indemnify
SmartPros or any related  Indemnified  Party against  Losses for any breaches of
representations  or warranties  made in Articles III and IV unless and until the
aggregate  amount  of all  Losses  from  all  breaches  of  representations  and
warranties by Loscalzo  exceeds the sum of $20,000 in the  aggregate;  PROVIDED,
HOWEVER,  in the event Losses exceed $20,000  Loscalzo shall be responsible  for
100% of the Losses.

              (b) Loscalzo  shall not be required to indemnify  SmartPros or any
related  Indemnified  Party to the  extent  Losses  exceed  $2.9  million in the
aggregate, except as provided in Section 9.05(c).

              (c) Notwithstanding  anything contained to the contrary in Section
9.05(a) or 9.05(b) above,  Loscalzo shall be required to indemnify SmartPros for
100% of the Losses  incurred by SmartPros  resulting  from:  (i) a breach of any
representation or warranty in Sections 3.01 (Ownership),  3.02 (No Liens),  4.06
(Accounts Receivable), 4.09 (Taxes and Tax Returns) or 4.19 (Finder); (ii) fraud
or  willful  malfeasance  on the part of  Loscalzo;  or  (iii) a  breach  of any
covenant or agreement contained in Article VI.

              (d) Any amount to which  SmartPros is entitled  under Section 9.01
shall first be made as a payment to SmartPros from the funds  deposited with the
Escrow Agent in  accordance  with the terms of the Escrow  Agreement  until such
funds have been exhausted and then directly from Loscalzo.


                                      -43-
<PAGE>

         9.06 EXCLUSIVE REMEDY. Following the Closing, and except in the case of
(i)  demonstrated  fraud or willful  malfeasance,  or (ii)  breach of any of the
provisions of Article VI,  indemnification  as provided in this Article IX shall
be the sole and  exclusive  remedy of Loscalzo and  SmartPros  and each of their
respective  Indemnified  Parties;  PROVIDED,   HOWEVER,  that  this  exclusivity
provision  shall not be  deemed a waiver  by any party of any right to  specific
performance or injunctive relief. Any indemnification  payments made pursuant to
this  Article IX shall be treated  for all Tax  purposes as  adjustments  to the
Consideration.

                                    ARTICLE X
                                    ---------

                               GENERAL PROVISIONS

         10.01  SURVIVAL  OF   REPRESENTATIONS,   WARRANTIES,   COVENANTS,   AND
AGREEMENTS. The representations and warranties contained in this Agreement shall
survive the closing of the  transactions  contemplated  by this Agreement  until
July 3,  2011;  PROVIDED,  HOWEVER,  that  the  representations  and  warranties
relating to federal,  state  local and  foreign Tax  obligations  of the Company
shall  survive  for the period of the  applicable  statute of  limitations  with
respect  thereto.  If any claim for  indemnity  has been timely made but has not
been resolved by the parties  prior to the  expiration  of the  applicable  time
period of survival  then,  and in such event,  such claim  shall  survive  until
finally resolved, but otherwise no claim for indemnity shall be made or asserted
after the expiration of the applicable time period of survival.

         10.02 EXPENSES.  Whether or not the  transactions  contemplated by this
Agreement are  consummated,  and except as may be otherwise  expressly  provided
elsewhere in this  Agreement,  all costs and  expenses  incurred by SmartPros in
connection  with  this  Agreement  and  the  transactions   contemplated  hereby
(including all legal fees) shall be paid by SmartPros and all costs and


                                      -44-
<PAGE>

expenses  incurred  by  Loscalzo  in  connection  with  this  Agreement  and the
transactions  contemplated  hereby  (including  all legal fees) shall be paid by
Loscalzo.

         10.03 NOTICES. All notices,  requests, demands and other communications
which  are  required  to be or may be given  under  this  Agreement  shall be in
writing  and  shall be deemed to have  been  duly  given (a) when  delivered  in
person,  (b) one business day following dispatch by an overnight courier service
(such as Federal  Express or UPS,  etc.) for next business day delivery,  or (c)
five (5) days after  dispatch  by  certified  or  registered  first  class mail,
postage prepaid,  return receipt requested, in each case addressed as follows to
the party to whom the same is so given or made:

         If to SmartPros addressed to:      12 Skyline Drive
                                            Hawthorne, New York 10532
                                            Attn: Chief Executive Officer

         with a copy to:                    Morse, Zelnick, Rose & Lander, LLP
                                            405 Park Avenue, Suite 1401
                                            New York, New York 10022
                                            Attn:  George Lander, Esq.

         If to Loscalzo addressed to:       28 Riverside Avenue
                                            Unit 11C
                                            Red Bank, New Jersey 07701

         with a copy to:                    Orloff, Lowenbach, Stifelman &
                                              Siegel, P.A.
                                            101 Eisenhower Parkway
                                            Roseland, New Jersey 07068
                                            Attn:  Alan F. Kornstein, Esq.

or to such other  address as any of the parties  shall  hereafter  notify to the
other parties in writing.

         10.04  ASSIGNABILITY AND AMENDMENTS.  This Agreement and the rights and
obligations  created  hereunder  shall not be  assignable by any of the parties.
This  Agreement  cannot be altered or otherwise  amended  except  pursuant to an
instrument in writing  signed by each of the parties.


                                      -45-
<PAGE>

This  Agreement  shall be binding  upon and inure to the benefit of the parties,
their successors, legal representatives and assigns.

         10.05 ENTIRE  AGREEMENT.  This Agreement and the Exhibits and Schedules
which are a part  hereof  and the other  writings  and  agreements  specifically
identified  herein,  together with the  Non-Disclosure  Agreement dated April 9,
2008 between the Company and SmartPros, contain the entire agreement between the
parties with respect to the transactions  contemplated  herein and supersede all
previous written or oral negotiations, commitments and understandings.

         10.06 WAIVERS, REMEDIES. Any condition to the performance of any party
hereto which legally may be waived on or prior to the Closing Date may be waived
by the party entitled to the benefit thereof. Any waiver must be in writing and
signed by the party to be bound thereby. A waiver of any of the terms or
9conditions of this Agreement shall not in any way affect, limit or waive a
party's rights under any other term or condition of this Agreement. Except where
otherwise expressly provided in this Agreement, all remedies under this
Agreement shall be cumulative and not alternative.

         10.07 COUNTERPARTS AND HEADINGS.  This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.  All headings (including,
without  limitation,  Article  headings  and Section  titles) are  inserted  for
convenience   of   reference   only  and  shall  not  affect   its   meaning  or
interpretation.

         10.08  SEVERABILITY.  If and to the extent that any court of  competent
jurisdiction  holds any provision (or any part thereof) of this  Agreement to be
invalid or  unenforceable,  such holding  shall in no way affect the validity of
the remainder of this Agreement.


                                      -46-
<PAGE>

         10.09  GOVERNING LAW. This Agreement shall be governed by and construed
in accordance  with the laws of the State of New York without regard to conflict
of law provisions.

         10.10 DISPUTE RESOLUTION AND ARBITRATION.

              (a) Each and every controversy or claim arising out of or relating
to this  Agreement  and/or any  document  executed or  delivered  in  connection
herewith  shall first be addressed  through good faith  discussions  between the
parties to resolve such dispute.

              (b) Except for those matters in dispute  between the parties which
pursuant to the express  provisions  of this  Agreement  are to be submitted for
conclusive  resolution by an independent public accounting firm jointly selected
by SmartPros and Loscalzo,  in the event that any  controversy  or claim arising
out of or relating to this Agreement  and/or any document  executed or delivered
in connection herewith cannot be resolved between the parties within thirty (30)
days of written notice thereof despite their good faith efforts  pursuant to (a)
above,  such  controversy or claim shall be settled by arbitration in accordance
with the commercial rules of the American Arbitration Association,  in New York,
New York and judgment upon the award rendered in such arbitration shall be final
and binding upon the parties and may be entered in any court having jurisdiction
thereof. Notice of the demand for arbitration shall be filed in writing with the
other party to this  Agreement,  which such demand shall set forth the claims to
be submitted to arbitration.  Notwithstanding  the foregoing,  this agreement to
arbitrate  shall  not bar any  party  from  seeking  injunctive  relief or other
temporary  relief in any court of competent  jurisdiction and such relief may be
sought  prior to any good faith  discussions  between  the parties to attempt to
resolve such dispute.  This agreement to arbitrate may be specifically  enforced
by a court of competent  jurisdiction  under the  applicable law of the State of
New York  pertaining  to  arbitrations.  The rules of the  American  Arbitration
Association  concerning  commercial  disputes


                                      -47-
<PAGE>

shall be applicable  to any such  arbitration  proceeding  except as they may be
modified by the terms of this Agreement.

              (c) The arbitrators  shall have the authority and  jurisdiction to
enter any  preliminary  award  that  would aid and  assist  the  conduct  of the
arbitration or preserve the parties'  rights with respect to the  arbitration as
the arbitrators  shall deem  appropriate in their  discretion.  The award of the
arbitrators  shall be in  writing  and it shall  specify  in detail  the  issues
submitted to arbitration and the award of the  arbitrators  with respect to each
of the issues so submitted.  The parties hereby agree that any such  arbitration
award shall be final and binding on all parties hereto, and shall be enforceable
by any court of competent jurisdiction.

              (d) Counsel to the parties in connection  with the  negotiation of
and consummation of the  transactions  under this Agreement shall be entitled to
represent their respective  party in any and all Proceedings  under this Section
or in any other  Proceeding.  The parties  hereto waive the right and agree they
shall  not seek to  disqualify  any such  counsel  in such  Proceedings  for any
reason,  including  but not limited to the fact that such  counsel or any member
thereof may be a witness in any such  Proceedings  or possess or have learned of
information of a confidential  or financial  nature of the party whose interests
are adverse to the party represented by such counsel in any such Proceedings.

         10.11  CONSTRUCTION.  The  parties  have  participated  jointly  in the
negotiation  and  drafting  of this  Agreement.  In the  event an  ambiguity  or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted jointly by the parties and no presumption of burden of proof shall
arise  favoring or  disfavoring  any party by virtue of the authorship of any of
the provisions of this Agreement.


                                      -48-
<PAGE>

         10.12 NO THIRD PARTY BENEFICIARIES.  Nothing in this Agreement shall be
deemed to confer  rights on any Person or to indicate  that this  Agreement  has
been entered into for the benefit of any Person other than the parties hereto.

         10.13  FURTHER  ASSURANCES.  At any time after the Closing  Date,  each
party shall upon the reasonable request of the other party, execute, acknowledge
and deliver all such further and other  assurances and documents,  and will take
such action  consistent with the terms of this  Agreement,  as may be reasonably
requested to carry out the transactions  contemplated  herein and to permit each
party to enjoy its rights and benefits hereunder.

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

                                 SMARTPROS LTD.


                                 By:
                                     -----------------------
                                     Allen S. Greene,
                                     Chief Executive Officer


                                 ------------------------
                                 Margaret Loscalzo



                                 ------------------------
                                 William Loscalzo
                                 (as to Sections 6.04 and 6.08 only)





                                      -49-
<PAGE>



                                    EXHIBIT A
                                    ---------

                                   DEFINITIONS

         The following  terms used in this  Agreement  shall have the respective
meanings set forth below.

         "CODE" means the  Internal  Revenue  Code of 1986,  as amended,  or any
successor Law.

         "CONFIDENTIAL  INFORMATION" means  Intellectual  Property Rights of the
Company and all  information of a proprietary  nature relating to the Company or
its business,  excluding any information  that (a) as of the date hereof,  is in
the public domain; or (b) after the date hereof enters the public domain through
no wrongful action or inaction on the part of Loscalzo.

         "CONTRACT" means any written or oral contract,  Permit,  loan or credit
agreement, note, bond, mortgage,  indenture,  lease, sublease, purchase order or
other agreement, instrument, concession, franchise or license.

         "EE EQUITY" means the  Company's  general  partnership  interest in the
real estate investment  limited  partnership known as "E.E. Equity  Partnership,
Ltd.", which interest was transferred by the Company to WL as of June 30, 2008.

         "EFFECTIVE TIME" means the effective time as of which the Closing shall
be deemed to have  occurred in  accordance  with  Section  2.05,  which shall be
11:59:59 p.m., Monday, June 30, 2008.

         "EMPLOYEE  BENEFIT  PLAN" means,  with respect to any Person,  (a) each
plan,  fund,  program,  agreement,  arrangement or scheme providing for employee
benefits or for the remuneration,  direct or indirect, of the employees,  former
employees,  directors,  managers,  officers, of such Person or the dependents or
beneficiaries of any of them (whether written or oral),  including each deferred
compensation,   bonus,  incentive  compensation,   pension,   retirement,  stock
purchase,  stock  option and other  equity  compensation  plan,  "welfare"  plan
(within the meaning of Section 3(1) of ERISA),  (b) each  "pension" plan (within
the meaning of Section 3(2) of ERISA),  (c) each  severance  plan or  agreement,
health,   vacation,    summer   hours,    supplemental   unemployment   benefit,
hospitalization  insurance,  medical,  dental, legal and (d) each other employee
benefit plan, fund, program,  agreement,  arrangement or scheme under which such
Person  has any  Liability,  whether  direct or  indirect.  Notwithstanding  the
foregoing  the payment of wages and  payments  made in  connection  with legally
required  benefits  such as social  security,  unemployment  insurance,  workers
compensation, etc. shall not be deemed to be an "Employee Benefit Plan"

         "ERISA" means the Employment Retirement Income Security Act of 1974, as
amended, or any successor federal Law, and the rules and regulations promulgated
thereunder, all as the same may from time to time be in effect.

         "GAAP" means United States  generally  accepted  accounting  principles
employed in the United States.


<PAGE>

         "GOVERNMENTAL  ENTITY"  means any  national,  federal,  state,  county,
local,  Canadian, or other foreign court,  tribunal,  arbitral body, arbitrator,
administrative   agency  or  commission  or  other  governmental  or  regulatory
authority or instrumentality.

         "INTELLECTUAL  PROPERTY" means all intangible and intellectual property
owned by the Company or licensed to the Company including,  without  limitation,
patents, patent applications, patent rights, trademarks, trademark applications,
trade names,  fictitious business names (d/b/a's),  service marks,  service mark
applications,  registered  copyrights,  copyright  applications,  URL's,  domain
names, know-how, trade secrets, proprietary processes and formulae, Confidential
Information,  franchises,  licenses,  customer lists, inventions,  instructions,
marketing  materials,  trade dress,  logos and designs and all documentation and
media constituting,  describing or relating to the foregoing, including, without
limitation, manuals, memoranda and records.

         "INTELLECTUAL   PROPERTY  RIGHTS"  means  all  rights  in  Intellectual
Property.

         "IRS" means the Internal Revenue Service of the United States.

         "LAW"  means  any law  (both  common  and  statutory  law and civil and
criminal law), treaty,  convention,  rule,  directive,  legislation,  ordinance,
regulatory code (including, without limitation, statutory instruments,  guidance
notes,  circulars,  directives,  decisions,  rules and  regulations)  or similar
provision having the force of law or an order of any Governmental  Entity or any
self regulatory organization.

         "LIABILITY"  means any  actual or  potential  liability  or  obligation
(including  as  related  to  Taxes),  whether  known  or  unknown,  asserted  or
unasserted,   absolute  or  contingent,  accrued  or  unaccrued,  liquidated  or
unliquidated and whether due or to become due, regardless of when asserted.

         "LOSSES" means any and all  out-of-pocket  losses,  claims,  shortages,
damages,   Liabilities  and  expenses  (including   reasonable   attorneys'  and
accountants' and other professionals' fees and litigation expenses and the costs
of enforcement of any and all indemnification  claims under ARTICLE IX), arising
from  or  in   connection   with  any  such   matter  that  is  the  subject  of
indemnification under ARTICLE IX, whether or not foreseeable; provided, however,
"Losses" shall not include any amount constituting  consequential,  exemplary or
punitive  damages,  except in the case of a breach of any of the  provisions  of
Article VI.

         "130 MONMOUTH" means 130 Monmouth Street, LLC.

         "P.A. ACT": As defined in Section 3.04.

         "PERMITS"  means all  permits,  licenses,  authorizations,  filings  or
registrations,  franchises,  approvals,  certificates (including certificates of
need),  exemptions,  variances and similar  rights  obtained,  or required to be
obtained, from Governmental Entities.

         "PERSON" shall be construed as broadly as possible and shall include an
individual  or natural  person,  a  partnership  (including a limited  liability
partnership),  a corporation,  a limited liability  company,  an association,  a
joint stock company, a trust, a joint venture, an unincorporated organization or
a Governmental Entity.


                                      -2-
<PAGE>

         "PROCEEDINGS" means actions, suits, claims, reviews, and investigations
and legal, administrative or arbitration proceedings.

         "STRADDLE  PERIOD" means,  with respect to the Company,  any Tax Period
that begins before and ends after the Closing Date.

         "STUB PERIOD" means a Tax Period  beginning before the Closing Date and
ending on the Closing Date.

         "TAX" OR "TAXES" means,  with respect to any entity,  any Liability for
(a) all  income  taxes  (including  any tax on or based upon net  income,  gross
income,  income as specially  defined,  earnings,  profits or selected  items of
income,  earnings or profits) and all gross  receipts,  sales,  use, ad valorem,
transfer,  franchise,  license,   withholding,   payroll,  employment,   excise,
severance,  stamp,  occupation,  premium,  property or windfall  profits  taxes,
alternative  or add-on  minimum  taxes,  customs  duties and other taxes,  fees,
assessments  or charges of any kind  whatsoever,  together with all interest and
penalties,  additions  to  tax  and  other  additional  amounts  imposed  by any
Governmental  Entity  (domestic or foreign) on such entity (if any); and (b) any
obligation  to indemnify or otherwise  assume or succeed to the Tax Liability of
any other Person.

         "TAX PERIOD" means,  with respect to any Tax, the taxable year or other
period for which the Tax is reported in accordance with applicable Tax Laws.

         "TAX RETURNS" means federal, state, local and foreign returns, reports,
statements,  claim for refund,  or information  return or statement  relating to
Taxes,  including  any schedule or attachment  thereto,  including any amendment
thereof.

         "TREASURY  REGULATIONS" means the final,  temporary or proposed (as the
case may be) Treasury Regulations promulgated under the Code.

         "VACATION  ACCRUAL"  means the  amount to be  reflected  as an  accrued
expense  within the Estimated  EDNA and the Net Assets  Statement,  representing
accrued and unused  vacation  entitlements  of the  Company's  employees for the
period January 1, 2008 through the Effective  Time,  plus any accrued and unused
vacation entitlements carried over from prior calendar years,  inclusive in each
case of the  employer's  share of FICA,  FUTA and any other  applicable  payroll
Taxes on such amounts.


                                      -3-