Exhibit 10.9.1(d)
                             PARTICIPATION AGREEMENT
                                    TERM LOAN

                                   PARI PASSU

       PARTICIPATION AGREEMENT dated August 28, 2001, among VERAL & CO., L.L.C.,
New York Limited  Liability  Company  with a principal  place of business at 100
Minnisink  Road,  Shorthills,  New Jersey  07078,  (hereinafter  referred  to as
"Participant")  and FRESHSTART  VENTURE  CAPITAL  CORP., a New York  corporation
having its principal  place of business at 437 Madison Avenue,  38th Floor,  New
York, N.Y. 10022 (hereinafter referred to as "Lender").

                                   WITNESSETH

       WHEREAS, FRESHSTART VENTURE CAPITAL CORP. entered into a loan transaction
on August 28, 2001 with SmartPros,  Ltd. (hereinafter referred to as "Borrower")
which such loan was  evidenced by a note,  security  agreement  and related loan
documents  (hereinafter  referred  to as  the  "Documents")  all  of  even  date
therewith,  pursuant to which transaction  Lender will make, or has made, a loan
of $500,000.00 to the Borrower (hereinafter referred to as the "Loan"); and

                          NOW, THEREFORE, IT IS AGREED:

       1.     A.     The Participant hereto irrevocably agrees to participate in
the Loan in the amount of $50,000.00 or 10% of the Loan (hereinafter referred to
as  "Participation  Percentage")  as a result of which  Lender's  unparticipated
share shall be $450,000.00 or 90% of the Loan (hereinafter  referred to as "Loan
Percentage").  The  Participant  shall earn an interest  rate of Prime plus Five
Percent subject to collection,  as per the terms of the subject promissory note,
and the terms and conditions outlined below.

              B.     The  Participant  agrees to deliver to Lender its certified
check or  equivalent  good funds for its  respective  share of the amount of the
Loan promptly upon demand prior to the closing.

       2.     A.     The Participant shall own a pari passu fractional  interest
in the Loan, in its respective Participation  Percentage,  and in all documents,
instruments and collateral issued by the Borrower  (referred to as "Obligor") to
Lender,  and in all payments made thereon and in any recoveries or distributions
in connection therewith.

              B.     Any payments,  in whole or in part, or recoveries  shall be
applied to the respective participant's share of the loan on a pari passu basis.

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              C.     All  collections  received  shall be  applied  first to the
payment  of all  costs and  expenses  incurred  in  effecting  such  Collections
(including, without limitation, any costs, expenses, attorney's fees and charges
relating to the Obligations,  in such amount and/or order as Lender elect in its
sole  discretion,  such  Collections  to be first retained and applied by lender
until  repayment in full of the  principal of and interest on Lender's  share in
all such Obligations  and, after  termination of the Financing  Agreements,  any
surplus to be remitted to Junior Participant to the extent legally permissible.

       3.     Lender  shall  service  and enforce the Loan and in so doing shall
exercise due care.  Neither Lender, not its officers,  employees,  and attorneys
shall be liable except for fraud or willful misconduct. Lender does not make and
has not made any warranty or representation, express or implied, with respect to
the Loan, the existing or future solvency or financial worth of the Obligors, or
the  ability  of the  Borrower  to repay the Loan,  or with  respect to the Loan
Agreement or any other  document or instrument  received by lender in connection
with the Loan. All information,  data, projections and other material heretofore
supplied to Lender by or on behalf of the Borrower, all of which Lender believes
to be substantially true and correct, but lender has not made and does  not make
any  representations  or warranties with respect thereto.  The Participants have
had an  opportunity  to make and  have  made  such  investigation  as they  deem
necessary under the circumstances.

       4.     Promptly  within  fifteen  (15) days upon final  clearance  of any
payments  received  by Lender on account of the Loan,  Lender  shall  (except as
modified  in  Paragraph  2  above)  distribute  the same to the  Participant  in
accordance  with its  Participation  Percentage.  Promptly  upon  receipt of any
financial  statements,  notices or  communications  or reports of the  Borrower,
Lender shall forward copies of same to the Participants.

       5.     Lender  shall act as  principal  for  itself  and as agent for the
Participant in all matters  dealing with the service of the Loan, and as trustee
solely for purposes of collecting and  distributing  the amounts received by it.
Lender's  record  shall,  at  all  times,   reflect  the  participation  of  the
Participants in accordance with their Participation Percentage.

       6.     There shall be required  written  notice to the  Participant to do
any of the following:

              A.     Consent  to  or  permit  any  substitution,  withdrawal  or
release of any  collateral  or other  security  securing the payment of the Loan
except  in  accordance  with the terms of the  Notes  and  Agreements  and other
related documents.

              B.     Amend  or  modify  the  terms  of the  Notes  and the  Loan
Agreement.  Lender shall take such appropriate  legal action for the enforcement
thereof as Lender  deems  advisable in its sole  discretion,  upon notice to the
Participant.

       7.     All expenses including, but not limited to, counsel fees and court
costs

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paid or  incurred  by Lender in any such  action  shall be borne by the  parties
hereto in proportion to their  respective  Participation  Percentage  and Lender
Percentage,  at the  time  of  default  in  consideration  of the  participation
interest.  Payment shall be made by the  Participant  within five (5) days after
receipt of notice from Lender of its pro rata share.  Any such  payment not made
shall accrue  interest at the interest rate applicable to the loan. Said payment
and  interest  shall be  deducted by Lender  from the next  payment(s)  due said
Participant hereunder or out of any recoveries.

       8.     Lender shall have full and complete authorization and shall not be
liable to the  Participants for any action taken or suggested by it hereunder in
good faith and in accordance with the option of counsel provided it has complied
with the requirement of notice hereunder.

       9.     The parties  hereto may sell their  respective  shares of the Loan
among  themselves at any price agreed between the buyer and seller.  The parties
hereto  shall not sell  their  respective  shares of the Loan to one not a party
hereto,  unless offered in writing irrevocably for at least fifteen (15) days to
the other  parties  hereto at the same  price and  terms.  Any such offer may be
accepted by written  notice given within the offered  period to the other party.
In the event that  Lender  sells  additional  participation's  so that the total
Participation  percentages  is equal to 100%,  or, in the event  Lender  for any
reason is unable to service the loan and  perform  the duties set forth  herein,
Lender, in such event, agrees to execute all necessary documents and instruments
to place legal title to the Loan in the name of the  Substitute  Lender.  In the
event of this  assumption  of duties by and transfer of title to the  Substitute
Lender,  Lender shall have not further liability or obligation hereunder for the
servicing of the loan.

       10.    Any notice required hereunder shall be sent certified mail, return
receipt  requested,  or  registered  mail, to the address of the party set forth
herein or as otherwise  designated in writing.  In the event consent is required
hereunder then the failure of a party to respond in writing to Lender within ten
(10) days of the date of  mailing  by  Lender  shall be  deemed  consent  to the
action.

       11.    This  agreement  has been entered  into in New York,  and shall be
construed in accordance with and governed by the laws of the state of New York.

       12.    This  agreement may be executed in any number of  counterparts  at
one time or at different times, all of which taken together shall constitute one
and the  same  instrument,  and  any of the  parties  hereto  may  execute  this
agreement by signing any such  counterpart,  and this agreement  shall be deemed
executed as of the date first above written.

       13.    This  agreement  shall be binding upon and inure to the benefit of
the parties hereto, their respective successors and assigns.

       14.    This  agreement  embodies the entire  agreement and  understanding
between the

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parties and supersedes all prior agreements and  understandings  relating to the
subject matter hereof.

       15.    Any and all disputes, differences or controversies arising out of,
under,  or in connection  with this  agreement or the breach  thereof,  shall be
submitted to arbitration to be held in new York under the rules and  regulations
of the American Arbitration Association,  and all of the parties hereto agree to
be bound by the determination of the arbitrators.

       IN WITNESS WHEREOF, the parties hereto have set their hands and seals the
day and the year first above written.

                                         FRESHSTART VENTURE CAPITAL CORP.



                                         ---------------------------------------
                                         By:


                                         VERAL & CO., L.L.C.


                                         /s/ Allen S. Green
                                         ---------------------------------------
                                         By: Allen S. Green, President