Exhibit 10.9.2(c)
                               SECURITY AGREEMENT

AGREEMENT made as of May 9, 2003, by and between Freshstart Venture Capital
Corp. with an address at 437 Madison Avenue, 38th Floor, New York, New York
10022 (hereinafter referred to as the "Secured Party") and SmartPros Ltd., a
corporation duly organized under the laws of the State of Delaware, 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 referred to as the "Debtor").

                                   WITNESSETH

WHEREAS, the Secured Party has agreed to lend the Debtor the sum of $100,000.00
(the "Debt") to be repaid, pursuant to a loan Agreement, (the "loan Agreement")
and a certain promissory note (the "Note") of even date herewith and the Debtor
has agreed to execute this Security Agreement granting the Secured Party a first
and second security interest, respectively, in the collateral hereinafter
described as a condition to lender funding the said loan.

NOW, THEREFORE, in consideration of the mutual promises contained herein and for
other good ad valuable consideration, it is hereby agreed as follows:

1. CREATION OF SECURITY INTEREST
--------------------------------

The Debtor hereby grants to the Security Party and the Secured Party hereby
accepts, a first and second security interest respectively, in the collateral
described in Paragraph 2 herein to secure the payment of the Debt by Debtor in
accordance with the terms set forth in the Loan Agreement and the Note. The
Debtor hereby authorizes the Secured Party to file such financing statements or
amendments thereof as may be necessary in the form provided in Article 9 of the
Uniform Commercial Code to perfect the security interests herein created in the
collateral hereinafter described.

2. COLLATERAL
-------------

To secure the payment of an indebtedness in the amount of $100,000.00 with
interest thereon payable in accordance with the Note and Loan Agreement executed
on even date herewith, and also to secure any other indebtedness or liability
of the Debtor to the Secured Party, direct or indirect, absolute or contingent,
due or to become due, now existing or hereafter arising, including all future
advances or loans which may be made at the option of the Secured Party (all
hereinafter called the  "Obligations"), Debtor does hereby grant and convey to
the Secured Party, a security interest in (and mortgages to, if so necessary)
all of the following collateral ( as such term may be referred to in Article 9
of the New York Uniform Commercial Code), to wit: all of the Debtor's 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 whether now owned, or later
acquired, arising of every kind and nature including but in no way limited to,
all assets relating to the on-line/video professional education business
operated by the Borrower and all assets listed on Schedule "A" annexed hereto,
and all of the Debtor's assets, inventories (raw materials, work-in-progress,
finished goods and supplies), titled motor vehicles, leases, finished goods and
Supplies, contract rights, accounts receivable, in excess of $750,000.00, and
all tangible and intangible assets now owned or later acquired and all proceeds
and products from all collateral covered by this security agreement whether or
not purchased with loan proceeds located at Debtor's address or elsewhere, and
any other real and/or personal property owned by the Debtor, together with all
substitutions, replacements, additions and accessions thereto (hereinafter
referred to as "Collateral"). Debtor hereby authorizes secured parties to
execute and record any UCC-1 financing statements in connection herewith against
Debtor and/or its subsidiaries.

In addition, Debtor has granted Lender a second position security interest in
all receivables of the Debtor and/or its subsidiaries, subordinate only to a
first position security interest not to exceed $750,000.00.

3. REPRESENTATIONS AND WARRANTIES OF DEBTOR
-------------------------------------------

Debtor warrants and represents the following: (A) Debtor agrees to pay and
perform all of the obligations secured by this Agreement according to their
terms and defend the title to the collateral against all persons and against all
claims and all demands whatsoever; (B) On demand of the Secured Party, Debtor
will execute any written agreement or do any other acts necessary to effectuate
the purposes and provisions of this Agreement, execute any instrument or
statement required by law or otherwise in order to perfect, continue or
terminate the security interest of the Secured Party in the collateral and pay
all costs or filing fees in connection therewith; (C) Debtor shall retain
possession of the collateral during the existence of this agreement and Debtor
agrees not to sell, exchange, assign, loan, deliver, mortgage or otherwise
dispose of same without the prior written consent of the Secured Party. Debtor
further agrees to keep the collateral at the location specified in this Security
Agreement; (D) Debtor agrees to keep the collateral free and clear of all liens,
charges,

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encumbrances, taxes and assessments, and to pay, when due, all taxes,
assessments and licenses fees relating to the collateral; (E) Debtor shall keep
the collateral insured against loss by fire (including extended coverage), theft
and other hazards as the Secured Party may require. Debtor shall give immediate
written notice to the Secured Party and to insurers of loss or damage to the
collateral and shall promptly file proofs of loss with insurers. The risk of
loss, damage or deterioration of or to said goods shall rest upon the Debtor,
and no such loss, damage or deterioration shall in any way diminish or discharge
the liability of the Debtor to pay the full total loan and any accrued interest
thereon and the debtor agrees to give immediate notice to the Secured party of
any loss or damage to any of the said goods or loss of possession thereof. The
Lender is expressly authorized by Debtor to insure said goods against loss or
damage; (F) Debtor agrees to use the proceeds of the loan to pay the purchase
price of the equipment, filing fees and insurance premiums and specifically
authorizes Secured Party to disburse same directly from the loan proceeds. The
Secured Party is specifically authorized to pay the proceeds directly to the
seller/vendor of the collateral.

4. GENERAL PROVISIONS
---------------------

(A) The waiver of or acquiescence in any default by the Debtor, or failure of
the Secured Party to insist upon strict performance by the Debtor of any
warranties or agreements in this security agreement shall not constitute a
waiver-of any subsequent or other default or failure; (B) Notices to either
party shall be in writing and shall be delivered personally or by mail addressed
to the party at the address herein set forth or otherwise designated in writing;
(C) The Uniform Commercial Code shall govern the rights, duties and remedies of
the parties and any provisions herein declared invalid under any law shall not
invalidate any other provision of this agreement.

5. EVENTS OF DEFAULT
--------------------

The occurrence of an "Event of Default" as defined in the Loan Agreement or the
Note shall be deemed a default hereunder. Each such Event of Default as set
forth in the Loan Agreement and the Note is deemed incorporated herein by
reference as if fully set forth at length herein. For reference purposes, the
following may constitute a default of the Debtor: (a) The failure to pay the
principal or any installment of principal or of interest on the indebtedness on
any note or notes when due; or (b) The failure by Debtor to comply with or
perform any provision of this Agreement, the Loan Agreement, if any, or any
other agreement between Debtor and Secured Party executed in connection with
this loan, or otherwise; or (c) If any false or misleading representations or
warranties are made or given by Debtor in connection with this agreement, or (d)
If the collateral is subject to levy or execution or other judicial process, and
the same is not removed or bonded within ten (10) days after any lien is placed
thereon; or (e) The commencement of any insolvency proceeding by or against the
Debtor or of any guarantor or surety for the Debtor's obligations; or (f) In the
event of any reduction in the value of the collateral or any act of the Debtor
which imperils the prospect of full performance or satisfaction of the Debtor's
obligations herein, at the sole discretion of Secured Party.

6. SECURED PARTIES REMEDIES UPON DEFAULT
----------------------------------------

(A) On the occurrence of any Event of Default, or at any time thereafter, at the
option of the Secured Party, the Secured Party may declare all or any of the
obligations secured by this Agreement and the Loan Agreement shall immediately
become due and payable in full without notice or demand and the Secured Party
shall have all the rights, remedies, and privileges with respect to
repossession, retention and sale of the collateral and disposition of the
proceeds as are accorded to the Secured Party by the applicable sections of the
New York Uniform Commercial Code respecting "Default- in effect as of the date
of this Security Agreement, or as may be granted to Secured Party pursuant to
any Note or Loan Agreement or other document executed in connection with this
Loan. (B) Upon any default, the Secured Party's reasonable attorney's fees and
the legal and other expenses for pursuing, searching for, receiving, taking,
keeping, storing, advertising, and selling the collateral shall be chargeable to
the Debtor, and shall become party of the principal indebtedness and shall be
deemed secured hereunder and by the collateral until fully paid. (C) The Debtor
shall remain liable for any deficiency resulting from a sale of the collateral
and shall pay any such deficiency forthwith on demand. (D) If the Debtor shall
default in the performance of any of the provisions of this agreement on the
Debtor's part to be performed, Secured Party may perform same for Debtors
account and any monies expended in so doing shall be chargeable with interest to
the Debtor and added to the indebtedness secured hereby. (E) In conjunction with
or in addition to any other rights granted to Secured Party, Secured Party, at
its discretion, may (i) enter upon Debtor's premises peaceably by Secured
Party's own means or with legal process and take possession of the collateral,
or render it unusable, or dispose of the collateral on the Debtor's premises and
the Debtor agrees not to resist or interfere; (ii) require Debtor to assemble
the collateral and make it available to the Secured Party at a place to be
designated by the Secured Party, reasonably convenient to both parties (Debtor
agrees that the Secured Party's address set forth above is a place reasonably
convenient for such assembling); (iv) Secured Party will give Debtor reasonable
notice of the time and place of any public sale thereof, or of the time after
which any private sale or any other intended disposition thereof is to be made.
The requirements of reasonable notice will be met if such notice is mailed,
postage prepaid to the address of the Debtor shown above, at least seven (7)
days before the time of the sale or disposition. The Secured Party and its
representatives shall have all the rights and remedies OF a secured party under
the Uniform Commercial Code and any

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other applicable law. It is agreed that a sale to a dealer/vendor is a
commercially reasonable method of disposition (but shall not be deemed the only
commercially reasonable method of disposition) and that the Secured Party,
and/or its representative may purchase said goods, if repossessed at a public or
private sale. Expenses of retaking, holding, preparing for sale, selling of the
like shall include Secured Party's (or its representative's) reasonable
attorney's fees and legal expenses. Any deficiency remaining after the
repossession and sale of the goods by Secured Party shall be paid immediately by
debtor to the Secured Party upon demand together with interest thereon and
reasonable fees of an attorney employed to collect such deficiency. (F) The
Secured Party may assign this agreement and if assigned the assignee shall be
entitled, upon notifying the Debtor, to perfonT1ance of all of Debtor's
obligations and agreements hereunder. (G) No acts, delays, omissions, or course
of delaying between the Debtor and the Secured Party shall be waiver of any of
the Secured Party' rights or remedies under terms of this Security Agreement.
In case of shares of stock given as collateral security, the Secured Party may
transfer the shares of stock to its own name or the name or any designee, act in
the capacity of and with full authority as sole officer, director and
shareholder, and sell said shares of stock at public or private sale with the
Debtor's understanding that the assets of the corporation shall be applied
against the outstanding debt and expenses upon the said sale

7. MISCELLANEOUS
----------------

All terms and provisions of this agreement shall be binding upon and shall inure
to the benefit of, and be enforceable by the parties hereto, their respective
legal representatives, successors and assigns. All communications and notices
hereunder shall be in writing and shall be deemed to have been duly given if
sent by United States mail, postage prepaid, to the parties at the address first
above written, or at such other places or places as the party addressed may have
designated by written notice to the other. No waiver shall be deemed to be made
by any party of any of his rights hereunder unless the same shall be in writing
and signed by each party hereto. This promissory note 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
promissory note 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 Stale 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 not to bring any action or other
proceeding with respect to this promissory note or with respect to any of its
obligations hereunder in any other court unless such courts of the State of New
York and of the United States determine that they do not have jurisdiction in
the matter. The Debtor hereby waives trial by jury in any action or proceeding
in connection with this agreement. The headings of the paragraphs and sections
of this Agreement are inserted for convenience only and shall not be deemed to
constitute a part hereof. In the event that any word, sentence, paragraph or
article of this Agreement is found to be void or voidable, the balance of this
Agreement shall nevertheless be legal and binding with the same force and effect
as though the void or voidable parts were deleted. This writing and the
documents executed in connection with the loan contain the entire agreement of
the parties with respect to its subject matter and no modifications, alterations
or waiver OF all of any part shall be valid unless made by a writing and signed
by all the parties hereto.

8. NO REPRESENTATION
--------------------

Each of the parties hereto and represents that the other parties, their agents,
servants or employee have made no representation or statement whether oral or in
writing, relating to or concerning this Agreement other than specifically set
forth herein. Each of the parties hereto warrants and represents to the other
that it is authorized or empowered to enter into this Agreement and perform the
terms hereof, and that in entering this Agreement and performing the terms
hereof, it will not be in violation of any other agreement, written or oral.
This Agreement may be executed in two or more counterparts, each of which is an
original, but all of which together shall constitute one and the same
instrument.

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

DEBTOR:                                   DEBTOR:
SmartPros, Ltd.                           SmartPros Ltd.


/s/ Dr. William K. Grollman               /s/ Jack Fingerhut
---------------------------------------   -----------------------------------
By: Dr. WILLIAM K. GROLLMAN, PRESIDENT    By: JACK FINGERHUT, CHIEF FINANCIAL
                                              OFFICER

FRESHSTART VENTURE CAPITAL Corp., Secured Party

Authorized AGENT


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                                   SCHEDULE A
         TO SECURITY AGREEMENT BETWEEN FRESHSTART VENTURE CAPITAL CORP.
                               and SMARTPROS LTD.

1. All assets now owned or hereafter acquired by the Borrower 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, all accounts, accounts receivable, other receivables,
contract rights, chattel paper, general intangibles, instruments and documents,
deposit accounts, and notes; any other obligations or indebtedness owed to
Borrower from whatever source arising, now or hereafter existing, all rights of
Borrower to receive any performance or any payments in money or kind; all
guaranties of the foregoing and security therefor; all of the right, title and
interest of Borrower in and with respect to the goods, services, or other
property that gave rise to or secure any of the foregoing, or which are
described thereto, and all rights of Borrower as an unpaid seller of goods and
services, including, but not limited to, the rights to stoppage in transit,
replevin, reclamation and resale; and all of the foregoing whether now or
hereafter acquired or arising in the future.

2. All of the Borrower's now owned or hereafter acquired or created interest in
machinery, equipment in all its, forms, furniture, furnishings, and fixtures,
together with tools, boats and motor vehicles of every kind and description, all
parts therefor, and all improvements, accessions or appurtenances thereto and
all proceeds thereof.

3. Any and all now owned or hereafter acquired inventory, goods, merchandise, or
other personal property, raw materials, pans, supplies, work-in-progress and
finished products intended for sale, or intended for inclusion in work-in-
progress, of every kind and description, in the custody or possession, actual or
constructive, of Borrower, including insurance proceeds from insurance on any
of the above, all of Borrower's interest in inventory described in invoices, any
returns upon any accounts and other proceeds, resulting from the sale or
disposition of any of the foregoing, including, without limitation, raw
materials, work-in-progress and finished goods.

4. All general intangibles, choses in action, and causes of action, and all
other intangible personal property of Borrower of every kind and nature now
owned or hereafter acquired by Borrower, including, without limitation, business
records, inventions, designs, blueprints, plans, specifications, patents,
patent applications, trademarks, trade names, trade secrets, goodwill,
copyrights, registrations, licenses, franchises, tax refund claims, insurance
proceeds thereof, including, without limitation, insurance covering the lives of
key employees on which the Borrower is the beneficiary, and any letter of
credit, guarantee, claim, security interest or other security held by or granted
to Borrower to secure payment by an account Borrower of accounts owed to
Borrower. All of the foregoing is collectively the "Collateral"

<PAGE>


5. All products of Collateral and all additions and accessions to, replacements
of, insurance or condemnation proceeds of, and documents covering Collateral,
all property received wholly or partly in trade or exchange for Collateral, all
leases of Collateral and all rents, revenues, issues, profits and proceeds
arising from the sale, lease, license, encumbrance, collection, or any other
temporary or permanent disposition of the Collateral or any interest therein.

SMARTPROS, Ltd.


/s/ Dr. William K. Grollman

Dr. William K. Grollman, President

STATE OF NEW YORK) COUNTY OF NEW YORK) s.s.:

On the          day of May in the year 2003, before me, the undersigned, a
Notary Public in and for said State, personally appeared Dr. William K.
Grollman, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the individual(s) or the person upon behalf of which the
individual(s) acted, executed the instrument.




/s/ John L. Van Horne III
-----------------------------
NOTARY PUBLIC


         JOHN L. VAN HORNE III
    Notary Public, State of New York
              No. 4766273
      Qualified in New York County
       Commission Expires 4/30/04