Exhibit 10.9.2(a)

                                 LOAN AGREEMENT

AGREEMENT made on May 9, 2003, by and among SmartPros, Ltd., a corporation
organized and existing under the laws of the State of Delaware, and authorized
to do business in the State of New York as SmartPros of New York, having a
principal place of business at 12 Skyline Drive, Hawthorne, N.Y. 10532
(hereinafter called the "Borrower") and Freshstart Venture Capital Corp.,
(hereinafter called the "Lender") with an address at 437 Madison Avenue, 38th
Floor, New York, N.Y. 10022 pertaining to a loan from Lender to Borrower in the
principal sum of $100,000.00 (hereinafter referred to as the "loan") which such
loan shall be made pursuant to the terms and conditions hereof.

I.     THE LOAN

       A.     Lender has agreed to loan to Borrower, and Borrower accepts as a
loan, the principal sum of $100,000.00 subject to the terms, covenants and
conditions set forth in this Loan Agreement. The Loan shall be funded after the
date of this Agreement subject to the terms and conditions set forth in this
Agreement as hereinafter described. The Loan is to be evidenced by one (1)
installment promissory note made by Borrower in favor of the Lender and executed
and delivered simultaneously with the execution of this Agreement for the entire
principal sum heretofore set forth to be dated the date hereof (hereinafter
referred to as the "Note"). Principal and interest shall be payable monthly
under the terms set forth in the Note.

II.    DOCUMENTS TO BE EXECUTED BY BORROWER

       Borrower will deliver, or cause to be delivered, to Lender each of the
following documents, to wit:

       A.     The Note in the amount of $100,000.00;

       B.     A duly executed security agreement by Borrower granting the Lender
a first security interest in and to such items of collateral described therein
including but in no way limited to patents, copyrights, trademarks, film
library, inventory, equipment and intangibles of any nature, now or hereafter
owned or acquired by Borrower and/or its subsidiaries, wheresoever same may be
located as well as a second position security interest on all receivables of the
Borrower and/or its subsidiaries, subordinate only to a first position interest
no greater than $750,000.00;

       C.     UCC-1 Financing Statements duly executed by Borrower whereby
Borrower shall grant Lender a first security interest in all assets, including,
but not limited to patents, copyrights, trademarks, film library, inventory,
equipment and intangibles of any nature, now or hereafter owned or acquired by
Borrower and/or its subsidiaries, and a second position security interest in all
receivables of the Borrower and/or its subsidiaries, in form for recording and
in form sufficient to perfect Lender's security interests in the said
collateral.

       D.     Certificate of Borrower's corporate good standing within (30) days
of the funding of the within loan.

       E.     Verified certificate of resolutions of the Board of Directors of
the Borrower authorizing the execution and performance of this execution and
delivery of all documents required to be executed and delivered by Borrower to
Lender hereunder;

       F.     Borrower shall also execute and deliver all documents necessary to
qualify this Loan for SBA purposes including SBA forms known as Size Status
Declaration and Assurance of Compliance.

III.   ALSO TO BE DELIVERED TO LENDER AT THE TIME OF THE CLOSING OF THE LOAN,
       AND PRIOR TO DISBURSEMENT OF THE LOAN PROCEEDS, ARE:

       A.     Certificates of insurance or insurance policies for comprehensive
property and fire insurance with extended coverage naming Lender as mortgagee
and loss payee in an amount not less than $100,000.00, covering the Premises and
the assets of Borrower pledged by Borrower as security for the loan;

       B.     If requested by Lender, a series of payment vouchers or post-dated
checks to facilitate payments under the loan

IV.    COLLATERAL

       The Loan shall be secured by collateral listed below:

       A.     A first position security interest in all of the Borrower's
assets, but in no way limited to patents, copyrights, trademarks, film library,
inventory, equipment and intangibles of any nature, now or hereafter owned or
acquired by Borrower and/or its subsidiaries used in connection with Borrower's
On-line/video professional education business; and

       B.     Notwithstanding the aforesaid, a second position security interest
on all receivables of the Borrower and/or its subsidiaries, subordinate only to
a first position interest no greater than $750,000.00.

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V.     REPRESENTATIONS AND WARRANTIES

       A.     To induce Lender to make the above mentioned Loan, Borrower
represent(s) and warrant(s) that;

       1.     The Borrower is a corporation duly organized, and in good
standing, under the laws of the state where its business is located and Borrower
has the power to own its property and carry on its business as now conducted;
and it is duly qualified to do business in every jurisdiction where the nature
of its properties owned or its operations conducted make such qualification
necessary.

       2.     The Borrower, has the power to execute, and deliver all the
documents contemplated by the Agreement, including but in no way limited to the
Note, and to perfom1 all the covenants and obligations therein contained.

       3.     The execution, delivery and performance by the Borrower of this
Agreement and all documents contemplated by the Agreement (1) have been
authorized by all requisite actions of the Borrower; and (2) will not violate
any provisions of law, any order of any Court, or other agency of government, or
any other agreement or contract to which Borrower is a party.

       4.     There is no litigation pending against the Borrower which would,
if adversely determined, materially impair the right of the Borrower to carry on
business substantially as now conducted or would materially adversely affect the
financial condition of the Borrower.

       5.     All unleashed assets of the Borrower are free and clear of
mortgages, pledges, liens, charges and other encumbrances except as permitted by
this Agreement. A schedule of leased assets, which are excluded from this
provision, are annexed hereto as EXHIBIT A.

       6.     The Borrower is not in default in the, performance, observance or
fulfillment of the obligations, covenants or conditions contained in any
agreement or instrument to which it is a party.

       7.     The Borrower has filed or caused to be filed all Federal, State
and local tax returns, which to its knowledge are required to be filed and has
paid or caused to be paid all taxes as shown on such returns or any assessments
received by it or any of them, to the extent that such taxes have become due,
except for any assessment contested in good faith by it and for which it has set
up reserves which are believed by it to be adequate.

       8.     The Security Agreement (substantially in the form attached
hereto), to be delivered by the Borrower on or prior to the date hereof and the
filing of proper financing statements, will create and grant to the Lender, a
valid and perfected first position security interest in the collateral, as
defined herein. No person has on the date hereof or will have subsequent to the
date hereof any lien or security interest in or to the collateral which is, or
shall be prior, paramount, superior or equal to the security interest of the
lender unless otherwise provided herein in a separate schedule to be attached to
the Agreement and initialed by Borrower and Lender, or as otherwise consented to
in writing by Lender.

       9.     Borrower has not been made a party to or threatened by any suits,
actions, claims, investigations by any governmental body or legal,
administrative or arbitration proceeding. Borrower does not know of any basis or
grounds for any other suit or proceeding, and there are not outstanding orders,
judgments, writs, injunctions or decrees of any court, governmental agency, or
arbitrator tribunal against or affecting it or its properties, assets and
businesses, except as set forth herein.

       10.    Borrower, to the best of its knowledge, is not a party to or bound
by any contract or instrument, which would be in breach as a result of this
Loan.

       11.    Borrower, to the best of its knowledge, is not in breach of, in
default under, or in violation of, any applicable law, decree, order, rule or
regulation which may materially and adversely affect it, or any indenture,
contract, agreement, deed, lease, loan agreement, commitment, bond, note, deed
of trust, restrictive covenant, license or to any instrument or obligation to
which they are a party or by which they are bound, or to which any of their
assets are subject. The execution, delivery and performance of this Agreement
and the issuance and delivery of the Note, and other documents will not
constitute any such breach, default or violation, or require consent to approval
of any court, governmental agency, or body, except as a contemplated herein.

       12.    Borrower is a small business concern, as defined under the Small
Business Investment Act and Regulations thereunder and accordingly, is entitled
to receive the Joan proceeds of this Loan.

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       13.    Borrower has and/or will comply with all laws, ordinances,
regulations, federal, state and local, applicable to them and to their business,
including without limitation, federal and state securities laws and zoning laws
and ordinances.

       B.     The Borrower shall notify Lender immediately in writing of any
event which at any time may cause the representations and warranties herein to
cease to be true and complete.

VI.    AFFIRMATIVE COVENANTS

       So long as the Note remains outstanding, the Borrower, and Guarantor,
where applicable, will comply with the following provisions and wherever
applicable, promptly provide to Lender such evidence of compliance as may be
requested by Lender, to wit:

       A.     Promptly make all payments of principal and interest, or of
interest only, where applicable, on the Note when due

       B.     Comply with the terms and conditions of this Agreement, including
those incorporated herein by reference.

       C.     Promptly pay all lease payments to landlord for Borrower's
business premises, all appertaining water and electric charges, and real estate
taxes, and any other charges associated with the loan.

       D.     Keep accurate and complete books and records and maintain the same
at its offices.

       E.     If requested by Lender, Borrower shall forward to Lender or cause
to be forwarded for Borrower, CPA generated quarterly compilation statements no
later than sixty (60) days after the end of each quarter and CPA generated
year-end review financial statements no later than one hundred eighty (180) days
after the year-end. Corporate borrower must also provide tax returns once a year
upon filing no later than one hundred twenty (120) days of filing.

       F.     Permit and facilitate such independent outside audit of Borrower's
books and records as may be reasonably requested by Lender in addition to those
in item 0 above, provided Lender pays the cost of same.

       G.     The Borrower will at all times permit the Lender to visit the
office of the Borrower (or residence of the Borrower, as the case may be) to
inspect its properties, to examine its books of account and to discuss their
business and financial affairs with, and be advised as to the same by the
appropriate officers or agent, or the Borrower at reasonable times during normal
business hours, and to inspect the Premises or any other collateral securing
this Loan.

       H.     Notify Lender of (1) litigation involving amounts aggregating
$25,000.00 or more to which Borrower is a party by mailing to Lender by
certified mail within five (5) days of receipt thereof, a copy of the complaint,
motion for judgment, or other such pleadings served on or by Borrower and (2)
any litigation to which Borrower is not a party but which could substantially
affect the operation of Borrower's business or the collateral pledged for this
Loan by mailing to Lender by certified mail, a copy of all pleadings obtained by
Borrower regarding such litigation, or if no pleadings are obtained, a letter
setting out the facts known about the litigation within five (5) days of receipt
thereof. A copy of mailings under this paragraph shall be addressed to Lender at
its address set forth above, attention: Alvin Murstein, President.

       I.     The Borrower will keep its property in good repair, working order
and condition, and will make all needful and proper repairs, renewals,
replacements, additions and improvements thereto. The Borrower will
substantially comply at all times, with the provisions of all leases and
agreements to which it is a party or under which it occupies property, so as to
prevent any loss or forfeiture thereof, or thereunder; provided, however, that
any such lease or agreements may be canceled, surrendered or modified if such
action is deemed advantageous to the business of the Borrower. Borrower will
promptly pay and discharge, or cause to be paid and discharged, when due any and
all income taxes, federal or otherwise, lawfully assessed and imposed upon it,
and any and all lawful taxes, rates, levies and assessments whatsoever upon its
property and every part thereof, provided however that nothing contained herein
shall be construed as prohibiting Borrower from contesting in good faith the
validity or amount of any such income taxes, federal or otherwise or such other
taxes, rates levies or assessments.

       J.     Defend at all times any claim by a third party relating to the
possession of, or interest in, the assets of Borrower or any assets pledged
hereunder.

       K.     Make all payments to creditors as shall be necessary to preserve
Lender's rights and Lender's security interest(s) and/or mortgages in the
collateral set out in Paragraph IV above and more particularly described in a
security agreement made by Borrower in favor of Lender of even date herewith.

       L.     Execute, either before or after disbursement of the Loan, all
documents necessary to perfect Lender's security interests or mortgages in the
collateral listed at Paragraph IV.

       M.     To strictly comply with requirements of any New York City, New
York State, other State or Federal Law relating to the storage or use of
hazardous materials.

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       N.     Allow Lender the right, but not the obligation, to cure any
failure to comply with any applicable Hazardous Waste Law. Said right shall be
exercisable by Lender at any time during the term of this Agreement.

       O.     Agree to indemnify lender against all loss, liability, damage, and
expense, including but not limited to reasonable attorney's fees, suffered or
incurred by Lender due to any breach and/or failure to comply with any
applicable Hazardous Waste Law.

       P.     Borrower represents that Allen Green is currently the Chief
Executive Officer of SmartPros, Ltd. Should Allen Greene cease to be CEO of
SmartPros, Ltd., Borrower will have ninety (90) days to find a new CEO
acceptable to Lender. Failure to do so shall constitute a default under the
within agreement and the entire balance due and owing under the within agreement
shall become due and owing.

VII.   NEGATIVE COVENANTS

       Except with the prior written consent of Lender, Borrower will not:

       A.     Make any material change in organization or management or the
manner in which Borrower's business is conducted.

       B.     Become party to any merger or consolidation with any corporation,
company or entity of any kind whatsoever, or sell substantially all of its
assets, liquidate or dispose of their business, without the prior written
consent of Lender, unless Borrower shall remain the surviving entity.

       C.     Become a guarantor, of obligations of any other person, firm,
corporation or entity, except in connection with depositing checks and other
instruments for the payment of money required in the normal course of their
business.

       D.     Transfer, sell, lease or in any other manner convey any equitable,
beneficial or legal interest in any of the collateral set out herein to any
person or other entity, without first obtaining the written consent of Lender.

       E.     Create any new indebtedness, nor assume or guarantee or become or
remain liable directly or indirectly. Borrower shall not create, or permit to be
created or incurred, any mortgages, security interests, liens or encumbrances
against the collateral without lender's consent; unless same shall be, as a
matter of law, subordinate in priority and interest to that of the Lender
herein; and Borrower will not borrow money except the following:(1) Indebtedness
of the Borrower in respect of the Note; (2) Indebtedness of the Borrower which
has received the prior written consent of the Lender. (The aforesaid restriction
shall not apply to routine trade accounts payable incurred to obtain
merchandise, inventory, parts, supplies or services obtained on open account)
In addition, Borrower shall not make, create, incur or suffer or permit to be
created or incurred or continue in existence any mortgage, pledge, lien, charge
or other encumbrance or security interest of any kind upon or in any of the
Borrower's property or assets now owned or hereafter acquired, except with the
written consent of the Lender or as hereinabove provided.

       F.     Permit any judgment obtained against Borrower in an amount
exceeding five thousand dollars ($5,000.00) to remain unpaid for a period of
thirty (30) days following the entry thereof, without obtaining a stay of
execution or causing such judgment to be bonded. Further, Borrower shall hold
and save Lender free and harmless from any causes of action, claims, damages and
liabilities of a contractual or tax nature due to the acts of the Borrower, and
to provide counsel, at this own expense, to defend Lender against any such
claim.

VIII.  AUTOMATIC PAYMENT ACCOUNT

At any time during the term of this loan Lender may require Borrower to
establish an automatic payment account, i.e., Electronic Funds Transfer, for the
purpose of making loan payments in lieu of a voucher or check writing system.
Within five (5) days of Lender giving Borrower notice of such requirement
Borrower shall immediately furnish all information and authorizations that
Lender requires to establish such automatic debit collection system, including,
but not limited to, any and all checking accounts, bank accounts and
authorization required by the financial institution selected to establish such
automatic payment and debit system. Borrower agrees that in the event Lender
establishes such automatic payment account, Borrower will maintain a sufficient
balance in such account to ensure that funds are available for making the loan
payments to Lender on the respective due dates of such payments. The automatic
debit will take place five (5) days after the stated due date. In the event that
an automatic debit is returned by the Borrowers bank for any reason whatsoever
the account will be charged a $50.00 fee. The failure of Borrower to maintain a
sufficient amount of funds in such account to insure that sufficient funds are
available in such account to pay the loan payments as they become due shall
constitute an event of default by Borrower under this Loan Agreement, the
promissory note and security agreement of even date, giving Lender any and all
such rights as the Lender may have in the event of Borrower's default.

VIII.  PREPAYMENT

Upon thirty (30) days prior written notice, the Borrower may prepay any
outstanding principal sum in excess of that required to pay the next scheduled
installment (of principal and interest) due under the Note, prepayable only as
of the date of the regularly scheduled installment, by paying to the Lender a
prepayment fee equal to one (1%) percent of the principal amount being prepaid
in the first (15') and second (200) years of the term of the within loan and
thereafter at any time without penalty with interest to the date of prepayment.
In the event of a partial prepayment, any such prepayment shall be applied by
Lender to installments of principal in the inverse order of maturity of payments
due under the Note(s). Notwithstanding the foregoing at any time during the~
term of the loan, Borrower may raise equity and prepay the loan in full with the
proceeds thereof. In that event, there shall be no prepayment penalty.

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IX.    EXPENSES OF LOAN

Borrower agrees to pay all expanses incurred in connection with this Loan
including all title insurance premiums, appraisal costs, and recording charges.
Borrower further agrees to pay a loan application fee to Lender in the amount
of $1,000.00. These expenses shall be paid directly out of the proceeds of the
Loan.

X.     EXHIBITS

Attached hereto and made a part hereof are various exhibits which are listed
under Addendum to Loan Agreement, and the terms and conditions of each are
incorporated herein by reference.

XI.    PARTIES AFFECTED

All covenants and agreements herein shall be deemed material and shall bind the
Borrower's, successors and assigns, whatever so addressed or not, and all such
covenants and agreements shall inure to the benefit of the Lender and its
successors and assigns, whether so addressed or not.

XII.   BROKER

Borrower represents to Lender that there was no broker who brought about this
Loan. Borrower agrees to hold Lender harmless with respect to any claims made by
any broker in connection with this loan resulting from the actions of Borrower
or Lender.

XII.   DEFAULT

       1.     If any of the following events of default occurs while any portion
of the Note(s) remains unpaid, then a default may be declared at the option of
the holder of the Note, without presentment, demand, protest or further notice
of any kind (all of which are thereby expressly waived), and the holder shall be
entitled to be paid in full; and, in such case, the balance of the unpaid
principal sum, plus accrued interest and any and all loan related charges and
costs thereof, including reasonable attorneys' fees, shall then be accelerated
so that they are immediately due and payable; and Lender shall have the express
right to enter the premises and take over operations of the borrower's business
under the Assignment of Lease made by Borrower in favor of Lender (or its
assigns), and to further operate, sell or liquidate the business and all of its
assets. The events of default include but are not limited to the following:

       A.     If default snail be made in the payment of any installment of
principal or interest on the Note when and as the same shall become due and
payable, and such default shall have continued for a period of ten (10)
consecutive days; or

       B.     If default shall be made in the due observance or performance of
the Borrower's obligations under Sections 5, 6 or 7 of this Agreement; or

       C.     If default shall be made in the due observance and performance by
the Borrower in any other expressed or implied covenant or provisions of this
Agreement, the Note, the (written) Guaranty, the Security Agreement, or any
other document executed in connection with the Loan; and such default is not
cured within (5) days after notice; or

       D.     If default shall be made under the terms of any agreement relating
to, or indebtedness for money borrowed by the borrower and such default shall
continue for more than the period of grace, if any therein specified, or such
default shall accelerate the payment of any such sums due; or

       E.     If the Borrower shall fail to pay when due any insurance policy
premiums, real estate tax, lease/rental payments, water charges, electric
charges, or assessments affecting the (Borrower's Business) Premises; or

       F.     If the Borrower shall be involved in financial difficulties as
       evidenced by anyone of the following events: (1) Its admitting in writing
       its inability to pay its debts generally as they become due; OR (2) Its
       filing a petition in bankruptcy OR FOR reorganization OR for the adoption
       OF an arrangement under the Bankruptcy Act (as then in force); OR an
       answer or admission seeking the relief therein provided; OR (3) Its
       making an assignment FOR the benefit OF its creditors; OR (4) Its
       consenting to OR acquiescing in the appointment OF a receiver FOR all a
       substantial part OF its property; OR (5) Its being adjudicated a bankrupt
       OR insolvent; or (6) The assumption of custody OR sequestration by a
       court OF competent jurisdiction OF all or substantially all of its
       property, which custody OR sequestration shall not be suspended or
       terminated within thirty (30) days from its inception; OR (7) The entry
       of a court order (i) appointing a receiver OR trustee for all OR a
       substantial part OF its property, or (ii) approving a petition filed
       against it for or effecting an assignment in bankruptcy or for a
       reorganization pursuant to said Bankruptcy Act (as then in force); or (8)
       For any other judicial modification or alteration OF the rights OF
       creditors, which order shall not be vacated, set aside OR stayed within
       thirty (30) days from the date of entry.

       G.     If the Borrower shall fail to maintain a sufficient amount of
funds in an automatic payment account, after Lender has requested that such an
account established, to pay the loan payments as they become due

       H.     If Allen Greene ceases to be Chief Executive Officer of the
Borrower and a replacement acceptable to Lender is not appointed within ninety
(90) days.

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       2.     The Borrower covenants and agrees that if default made in the
payment of principal of, or interest on the Note, it will, to the extent
permitted under applicable law, pay to the Lender such further amount as shall
be sufficient to cover the cost and expense of collection, including reasonable
compensation to the attorneys of Lender for all services in that connection.

XIV.   CHOICE OF LAW.

This loan agreement and the obligations of the undersigned shall be governed and
construed in accordance with the laws of the State of New York. For purposes of
any action or proceeding involving this loan agreement or any of the obligations
of the undersigned, the undersigned hereby irrevocably submits to the
jurisdiction of the courts of the State of New York and of the United States
having jurisdiction in the County of New York and the State of New York, and
agrees not to raise and waives any objection to or defense based upon the
jurisdiction or venue of any such court or based upon forum non conveniens. The
undersigned agrees to bring any action or other proceeding with respect to this
loan agreement or with respect to any of its obligations hereunder in any other
court unless such courts of the State of New York and the United States
determine that they do not have jurisdiction in the matter.

XV.    ALL MODIFICATIONS IN WRITING

Any modification, amendment or waiver of any provision of this Agreement, the
Note or the documents or agreements delivered pursuant thereto, nor the consent
to any departure by the Borrower therefrom shall in any event be effective
unless the same shall be in writing and signed by the Lender, and then such
waiver or consent shall be effective only in the specific instance and for the
purposes for which given. No notice to or demand on the Borrower in any case
shall entitle the Borrower to any other or further notice or demand in the same,
similar other circumstances.

XVI.   MISCELLANEOUS

The Borrower shall notify Lender immediately in writing of any event which at
any time may cause the representations and warranties therein to cease to be
true and complete. Should any installment of principal of or interest on the
Note become due and payable on other than a business day, the maturity thereof
shall be extended to the next succeeding business day, and, in the case of
principal, interest shall be payable thereon at the rate per annum specified
herein during such extension. The Lender may negotiate, assign and transfer this
Agreement, the Note and any other document executed in connection herewith, and
may deliver all or any part of any collateral security held in connection
herewith to any transferee, who shall assume Lender's obligations hereunder and
the Lender shall thereafter be forever released and discharged of and from any
and all liability or responsibility to the Borrower respecting all liability or
responsibility to them order this Agreement, and for and on account of any
collateral security so delivered.

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

SMARTPROS, LTD.
BORROWER

/s/ Dr. William K. Grollman
---------------------------------------------
By:  Dr. William K. Grollman, President

SMARTPROS, LTD.
BOROROWER

/s/ Jack Fingerhut
---------------------------------------------
By:  Jack Fingerhut, Chief Financial Officer

Freshstart Venture Capital Corp.

By:
   ------------------------------------------
Authorized Loan Officer


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