EX-10.10

                                LOCK-UP AGREEMENT



                                                                   May ___, 2004


PAULSON INVESTMENT COMPANY, INC.
As Representative of the several
Underwriters named in Schedule I to
the Underwriting Agreement referred to below
811 SW Naito Parkway, Suite 200
Portland, Oregon  97204

                    Re:   SMARTPROS LTD. - PUBLIC OFFERING

Ladies and Gentlemen:

              The undersigned understands that you, as Representative of the
several Underwriters, propose to enter into an Underwriting Agreement (the
"UNDERWRITING AGREEMENT") with SmartPros Ltd., a Delaware corporation (the
"COMPANY"), providing for the public offering (the "PUBLIC OFFERING") by the
several Underwriters to be named in Schedule I to the Underwriting Agreement
between you and the Company (the "UNDERWRITERS"), of Units ("UNITS"), each Unit
consisting of two shares of Common Stock, par value $0.0001, of the Company
("COMMON STOCK") and one Common Stock purchase warrant, all as more fully
described in the Prospectus (defined below).

              In consideration of the Underwriters' agreement to purchase and
make the Public Offering of the Units, and for other good and valuable
consideration receipt of which is hereby acknowledged, the undersigned hereby
agrees that, without the prior written consent of Paulson Investment Company,
Inc. on behalf of the Underwriters, the undersigned will not, during the period
ending one year after the date of the prospectus relating to the Public Offering
(the "PROSPECTUS"): (1) offer, pledge, announce the intention to sell, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock, or any securities of the Company that are substantially similar to the
Common Stock, or any securities convertible into or exercisable or exchangeable
for Common Stock (including, but not limited to, Common Stock which may be
deemed to be beneficially owned by the undersigned in accordance with the rules
and regulations of the Securities and Exchange Commission and securities which
may be issued upon exercise of a stock option or warrant); or (2) enter into any
swap, option, future, forward or other agreement that transfers, in whole or in
part, any of the economic consequences of ownership of the Common Stock or any
securities of the Company which are substantially similar to the Common Stock,
including, but not limited to, any security convertible into or exercisable or
exchangeable for Common Stock, whether any such transaction described in clause
(1) or (2) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise. In addition, the undersigned agrees that,
without the prior written consent of Paulson Investment Company, Inc. on behalf
of the Underwriters, it will not, during the period ending one year after the
date of the Prospectus, make

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any demand for or exercise any right with respect to, the registration of any
shares of Common Stock or any substantially similar securities of the Company,
including but not limited to, any security convertible into or exercisable or
exchangeable for Common Stock.

              The undersigned represents and warrants that it is not a party to
any agreement or understanding that would cause a breach of this Lock-Up
Agreement if it were entered into during the period in which the restrictions
set forth herein are effective.

              In furtherance of the foregoing, the Company and any duly
appointed transfer agent for the registration or transfer of the securities
described herein are hereby authorized to decline to make any transfer of
securities if such transfer would constitute a violation or breach of this
Lock-Up Agreement.

              The undersigned hereby represents and warrants that the
undersigned has full power and authority to enter into this Lock-up Agreement.
All authority herein conferred or agreed to be conferred and any obligations of
the undersigned shall be binding upon the successors, assigns, heirs or personal
representatives of the undersigned.

              The undersigned understands and you have agreed that this
agreement shall immediately terminate and the undersigned shall be released from
all his obligations hereunder if the Public Offering has not been consummated by
May_, 2005; PROVIDED, HOWEVER, if the Company withdraws the registration
statement relating to the Public Offering before it becomes effective or if you
notify the Company that you are no longer prepared to act as an underwriter in
connection with the Public Offering before the registration statement related to
the Public Offering becomes effective, then this agreement shall immediately
terminate and the undersigned shall be released from all his obligations
hereunder immediately upon the date of such withdrawal or notification, as the
case may be.

              The undersigned understands that the Underwriters are entering
into the Underwriting Agreement and proceeding with the Public Offering in
reliance upon this Lock-Up Agreement.

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       THIS LOCK-UP AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF OREGON, WITHOUT REGARD TO THE CONFLICT OF LAWS
PRINCIPLES THEREOF.


                                       Very truly yours,


                                       -----------------------------------------



                                       By:                                   (1)
                                          --------------------------------------
                                          Name:
                                          Title:


Accepted as of the date
first set forth above:

PAULSON INVESTMENT COMPANY, INC.

     Acting severally on behalf of themselves and
     the several Underwriters to be named in
     Schedule I to the Underwriting Agreement


By:
     ----------------------------------------------
     Name:
     Title:



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(1)  To be completed by if entity other than an individual.


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