EX-10.5

                          EMPLOYMENT AGREEMENT BETWEEN
                                 SMARTPROS LTD.
                                       AND
                                  DAVID GEBLER


This employment  agreement (the "Agreement") dated as of April 1, 2003 is by and
between  SmartPros  Ltd.,  a Delaware  Corporation  (the  "Company"),  and David
Gebler, an individual  residing at 6 Lothrup Way, Sharon,  Massachusetts  02067,
(the "Executive").

1.     EMPLOYMENT.  The Company  shall employ the  Executive,  and the Executive
       agrees  to serve the  Company,  on the  terms  and  conditions  set forth
       herein.  The  Executive  shall  serve as  Senior  Vice  President  of the
       Company, and as head of the Working Values Division. The Executive hereby
       accepts such  employment  hereunder,  except for absences  occasioned  by
       illness and  reasonable  vacation  periods,  and agrees to undertake  the
       duties and  responsibilities  inherent  in such  position  and such other
       duties  and  responsibilities  as the  Company  shall  from  time to time
       reasonably assign to him. The Executive shall report to and be supervised
       by the CEO and/or the  President  of the Company or any other  person who
       may be  designated by the Board of Directors of the Company (the "Board")
       from time to time.  The Executive  shall use his best efforts,  including
       the highest standards of professional competence and integrity, and shall
       devote his full business time and effort to the performance of his duties
       hereunder. The Executive shall not engage in any other business activity.

2.     COMPENSATION AND BENEFITS.

       2.1    SALARY. During the Term (as defined below) of this Agreement,  the
              Executive shall be paid a salary at the rate of $180,000 per annum
              ("the Base Salary"),  payable as customarily  paid by the Company.
              During the Term of this Agreement,  Executive's  base salary shall
              be reviewed at least annually by the Board.  The first such review
              will be made no later than March 31, 2004 and  thereafter the Base
              Salary  shall  be  reviewed  on  or  before  March  31st  of  each
              succeeding year. The Board, in its sole discretion,  may increase,
              but not decrease the Base Salary.

       2.2    BONUS.  (a) In addition to his Base Salary,  the  Executive may be
              entitled  to  bonuses at times and in  amounts  determined  in the
              discretion  of the  Board.  The bonus will be based 50% on Company
              performance   and  50%  on   individual   performance.   With  the
              understanding  that bonuses are granted at the  discretion  of the
              Board, it is the parties'  understanding  that the Executive shall
              participate in bonuses granted with respect to Company performance
              to   the   class   of   executives   with   similar   titles   and
              responsibilities.

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                     (b)    Non-discretionary  Bonus.  Executive shall receive a
              non-discretionary  bonus equal to 23.335% of the net profit of the
              Business (as defined in the asset purchase  agreement  dated March
              4, 2003 by and between the Company and The Working  Values  Group,
              Ltd.  (the "Asset  Purchase  Agreement"))  in excess of $10,000 in
              each of the two years  commencing  April 1, 2003,  but in no event
              more than $175,000 for such two years. The first non-discretionary
              bonus,  if  any,  shall  be paid  as  soon  as  practicable  after
              determining  net profits of the  Business (as defined in the Asset
              Purchase  Agreement)  for the year ending March 31, 2004,  and the
              second  non-discretionary  bonus, if any, shall be paid as soon as
              practicable  after  determining  net profits of the  Business  (as
              defined in the Asset Purchase Agreement) for the year ending March
              31, 2005.

       2.3    BENEFITS.  The Executive  shall be entitled to  participate in all
              employee  benefit programs or plans maintained by the Company from
              time  to  time on the  same  basis  as  other  similarly  situated
              executive employees of the Company. The Executive will be entitled
              to 4 weeks paid vacation per year.  The Company will reimburse the
              lease cost of the  automobile  currently  leased by the  Executive
              and, upon expiration or termination of the lease, will continue to
              reimburse the Executive for a suitable automobile for his business
              and/or  personal  use.  The  Company  will  pay or  reimburse  the
              Executive for all repairs,  maintenance and insurance  expenses of
              the automobile  currently  leased by Executive or any  replacement
              provided by the Company hereunder.

       2.4    REIMBURSEMENT  OF  EXPENSES.   The  Company  shall  reimburse  the
              Executive in accordance  with its general  reimbursement  policies
              for all ordinary and necessary  expenses incurred by the Executive
              on behalf of the  Company  upon the  presentation  of  appropriate
              supporting documentation.

       2.5    STOCK OPTIONS.  Pursuant to a Stock Option  Agreement in customary
              form, the Company will grant to the Executive pursuant and subject
              to its Stock Option Plan,  stock  options to purchase up to 50,000
              shares of the Company's common stock ("Common Stock") at $2.75 per
              share.  The  options  shall  have a term of 10  years,  and  shall
              annually  vest over a period of 5 years in equal  installments  at
              the end of each full year with the first  installment  vesting  on
              March 31, 2004. The options shall be qualified options.

3.     TERM; TERMINATION; RIGHTS UPON TERMINATION.

       3.1    TERM.  The  Company  agrees  to  employ  the  Executive,  and  the
              Executive  agrees to serve the Company for a period  commencing on
              April 1, 2003 and continuing until March 31, 2006 (the "End Date")
              unless  otherwise  amended  or  terminated  pursuant  to the terms
              hereof (the "Term").

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       3.2    TERMINATION. The Company may at any time, terminate the employment
              of the  Executive  under  this  Agreement  for Cause  (as  defined
              below), or without Cause,  immediately and without any requirement
              of notice.  The rights and  obligations  of the  parties  upon any
              termination of the Executive's employment shall be as set forth in
              Section 3.3. For purposes of this Agreement the term "Cause" shall
              mean (i) any act of  dishonesty  or gross and  willful  misconduct
              with respect to the Company,  including without limitation,  fraud
              or theft,  on the part of the  Executive,  (ii)  conviction of the
              Executive of a felony, or (iii) the Executive's failure to perform
              his assigned  duties  hereunder  after written notice and a 30 day
              opportunity to cure.

       3.3    RIGHTS UPON TERMINATION. In the event that:

              (a)    The  employment  of  the  Executive  is  terminated  by the
              Company  without Cause, or is terminated by the Executive for Good
              Reason,  then,  for the  remainder  of the  then  current  Term of
              employment hereunder,  (i) the Company shall pay to the Executive,
              at the time  otherwise due under Section 2, all Base Salary at the
              rate in effect at the time of termination,  (ii) the Company shall
              pay to the Executive, at the time otherwise due under Section 2, a
              bonus  equal  to the  highest  annual  bonus  (not  including  the
              non-discretionary   bonus  provided  for  under  Section   2.2(b))
              received by the Executive in the last five years multiplied by the
              amount of whole and partial years remaining on the contract, (iii)
              the Company shall pay to the Executive,  at the time otherwise due
              under Section 2, any non-discretionary  bonus earned under Section
              2.2(b),  (iv) the  Company  shall  provide  to the  Executive  all
              benefits  described  in Section  2.3,  and (v) all of the  options
              granted  to the  Executive  pursuant  to  Section  2.5 shall  vest
              immediately.  The  obligations  of the  Company  pursuant  to this
              Section  3.3(a)  shall  be in  lieu  of any  other  rights  of the
              Executive  hereunder to compensation or benefits in respect of any
              period  before  or after  the date of such  termination.  The term
              "Good  Reason"  shall mean (i) the  involuntary  assignment to the
              Executive  of any  duties  that do not  allow him to carry out his
              functions  as the  head of the  Working  Values  Division,  or any
              change in the Executive's authority, duties or responsibilities as
              contemplated  in this Agreement;  or (ii) the Company's  requiring
              the  Executive to be based at any office or location  more than 50
              miles away from Sharon, Massachusetts, or to relocate his personal
              residence.

              (b)    The Executive's employment terminates by reason of death or
              disability,  then  the  Company  shall  pay  and  provide  to  the
              Executive or Executive's  estate or other successor in interest at
              the time  otherwise  due under  Section 2 (i) all Base  Salary and
              benefits due to the  Executive  under Section 2 through the end of
              the third month after the month in which the  termination  occurs,
              but reduced in the case of  disability  by any

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              payments  received  under any disability  plan,  program or policy
              paid for by the  Company,  and (ii)  any  non-discretionary  bonus
              earned  under  Section  2.2(b).  The  obligations  of the  Company
              pursuant to this Section  3.3(b) shall be and in lieu of any other
              rights of the Executive  hereunder to  compensation or benefits in
              respect of any period before or after the date of such termination
              and in lieu of any severance payment, and no other compensation of
              any kind or any other amounts shall be due to the Executive by the
              Company under this Agreement.  For purposes of this Agreement, the
              term  "disability"  shall mean the Executive's  failure to perform
              the  services  contemplated  by this  Agreement as a result of his
              physical  or  mental  illness  or  incapacity  for a  period  of 2
              consecutive months, or a total of 60 days in any 365 day period.

              (c)    The  employment  of  the  Executive  is  terminated  by the
              Company  for  Cause,   or  by  the  Executive   other  than  under
              circumstances  described  in  Section  3.3(a)  or (b)  above,  the
              Executive  shall  not be  entitled  to  compensation  or  benefits
              granted  hereunder  beyond  the  date  of the  termination  of the
              Executive's  employment  other  than any  non-discretionary  bonus
              earned under Section 2.2(b).

              (d)    At the end of the original  Term the Company shall have the
              right, but not the obligation, to extend the Term of the Agreement
              for an additional two (2) year period of time under the same terms
              and  conditions  currently  in effect at the time of notice to the
              Executive.  If the Company  desires to avail itself of this option
              it will  notify  the  Executive  at  least  90 days  prior  to the
              original End Date. If the Company does not extend the  Executive's
              employment  beyond  the  original  End  Date as  provided  in this
              subsection  (d),  all  of the  options  granted  to the  Executive
              pursuant to Section 2.5 shall vest immediately.


4.     PROPRIETARY INFORMATION.

       4.1    The Executive agrees that all information and know how, whether or
              not in  writing,  of a  private,  secret  or  confidential  nature
              concerning  the business or  financial  affairs of the Company and
              its  subsidiaries  (collectively,  for purposes of this Section 4,
              the  "Company")  that  is not  within  Executive's  possession  or
              knowledge  prior to his employment with the Company or that is not
              at any later time  disclosed to the Executive by a third party not
              bound  by  any  obligation  of   confidentiality  to  the  Company
              (collectively,  "Proprietary  Information"),  is and  shall be the
              exclusive property of the Company. By way of illustration, but not
              limitation,   Proprietary   Information  may  include  inventions,
              products, processes, methods, techniques,  projects, developments,
              plans,  research data,  financial  data,  and personnel  data. The
              Executive will not disclose any Proprietary  Information to others
              outside of the Company or use the same for any

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              unauthorized  purposes without the written consent of the Company,
              either  during  or after his  employment,  unless  and until  such
              Proprietary  Information has become public knowledge without fault
              of the Executive.

       4.2    The Executive agrees that all files, letters, memoranda,  reports,
              records, data, sketches, drawings, or other written, photographic,
              or other tangible  material  containing  Proprietary  Information,
              whether created by the Executive or others,  which shall come into
              his custody or possession, shall be and are the exclusive property
              of the Company to be used by the Executive only in the performance
              of his duties for the Company.

       4.3    The Executive  agrees that his  obligation  not to disclose or use
              Proprietary  Information  and records of the type set forth herein
              also extends to such types of Proprietary Information, records and
              tangible property of other third parties who may have disclosed or
              entrusted  the  same to the  Company  or to the  Executive  in the
              course of the Company's business.

5.     OTHER AGREEMENTS. The Executive hereby represents that his performance of
       all the terms of this  Agreement  and as an employee of the Company  does
       not and will not breach any agreement to keep in  confidence  proprietary
       information,  knowledge or data acquired by him in confidence or in trust
       prior to his employment with the Company.

6.     NON-COMPETITION, NON- SOLICITATION.

       6.1    NON-SOLICITATION OF EMPLOYEES AND CUSTOMERS.  The Executive agrees
              that  during  the  Term of the  Executive's  employment  with  the
              Company  and for a period of one year  thereafter,  the  Executive
              shall not directly or indirectly (i) recruit, solicit or otherwise
              induce or attempt to induce any employees of the Company or any of
              its  subsidiaries  to leave  their  employment  or (ii) call upon,
              solicit,  divert or take away,  or attempt to divert or take away,
              the  business  or  patronage  of any  customer  licensee,  vendor,
              collaborator  or  corporate  partner of the  Company or any of its
              subsidiaries that had a business  relationship with the Company or
              any of its  subsidiaries at the time of termination of Executive's
              employment  with the  Company  and that did not have a business or
              personal  relationship  or was  known  to  Executive  prior to his
              employment with the Company.

       6.2    NON-COMPETITION.  The Executive agrees that during the Term of the
              Executive's  employment with the Company,  the Executive shall not
              directly or indirectly,  engage in competition with the Company or
              any  subsidiaries,  or own or control any  interest  in, or act as
              director,  officer or  employee  of, or  consultant  to, any firm,
              corporation or institution  directly  engaged in competition  with
              the Company or any of its subsidiaries;  provided that the Company
              or one of its subsidiaries is actively engaged in such business at
              the time the Executive's

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              employment  by the Company is  terminated;  and provided  that the
              foregoing shall not prevent the Executive from holding shares as a
              passive   investor  in  a  publicly  held  company  which  do  not
              constitute more than 5% of the outstanding shares of such company.
              In the event that the Executive  (i)  voluntarily  terminates  his
              employment, (including at any time on or after the End Date) other
              than  for  Good  Reason  or as  otherwise  provided  for  in  this
              agreement,  or (ii) is  terminated  by the Company for Cause,  the
              Executive  agrees to not  compete  in the  E-Learning  marketplace
              until the  earlier of April 16,  2004 or one year from the date of
              such termination.

7.     MISCELLANEOUS.

       7.1    NOTICES.  All notices  required or permitted  under this Agreement
       shall be in writing and shall be deemed effective upon personal  delivery
       or upon  deposit in the United  States  Post  Office,  by  registered  or
       certified mail,  postage prepaid,  addressed if to the Executive,  at the
       address  shown above and if to the  Company,  at its  principal  place of
       business  at 12  Skyline  Drive,  Hawthorne,  New York,  or at such other
       address or  addresses  as either  party shall  designate  to the other in
       accordance with this Section 8.1.

       7.2    PRONOUNS.  Wherever the context may require,  any pronouns used in
       this Agreement  shall include the  corresponding  masculine,  feminine or
       neuter forms,  and the singular forms of nouns and pronouns shall include
       the plural, and vice versa.

       7.3    ENTIRE AGREEMENTS. This Agreement constitutes the entire agreement
       between  the   parties   and   supercedes   all  prior   agreements   and
       understandings,  whether written or oral,  relating to the subject matter
       of this Agreement.

       7.4    AMENDMENT.  This  Agreement  may be amended or modified  only by a
       written instrument executed by both the Company and the Executive.

       7.5    GOVERNING LAW. This Agreement shall be construed,  interpreted and
       enforced in accordance with the laws of the State of New York.

       7.6    SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon and
       inure to the benefit of both parties and their respective  successors and
       assigns,  including any corporation  with which or into which the Company
       may be merged or which may succeed to its assets or  business,  provided,
       however, that the obligations of the Executive are personal and shall not
       be assigned by him.

       7.7    WAIVERS.  No delay or omission by the  Company in  exercising  any
       right under this Agreement shall operate as a waiver of that or any other
       right. A waiver or consent given by the Company on any one occasion shall
       be effective only

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       in this  instance  and shall not be  construed  as a bar or waiver of any
       right on any other occasion.

       7.8    CAPTIONS.  The captions of the sections of this  Agreement are for
       convenience of reference  only and in no way define,  limit or affect the
       scope or substance of any section of this Agreement.

       7.9    SEVERABILITY.  In case any  provision of this  Agreement  shall be
       invalid, illegal or otherwise unenforceable,  the validity,  legality and
       enforceability of the remaining provisions shall in no way be affected or
       impaired thereby.

       7.10   SPECIFIC ENFORCEMENT. The parties acknowledge that the Executive's
       breach of the  provisions of Section 4 and 6 of this Agreement will cause
       irreparable harm to the Company.  It is agreed and acknowledged  that the
       remedy  of  damages  will not be  adequate  for the  enforcement  of such
       provisions and that such provisions may be enforced by equitable  relief,
       including  injunctive  relief,  which relief shall be  cumulative  and in
       addition to any other relief to which the Company may be entitled.

8.     ARBITRATION. Any claims, controversies,  demands, disputes or differences
between or among the parties  hereto or any persons bound hereby arising out of,
or by virtue of, or in connection with, or otherwise  relating to this Agreement
shall be submitted to and settled by arbitration conducted in New York, New York
before  one or  three  arbitrators  each of  which  shall  be  knowledgeable  in
employment law. Such arbitration shall otherwise be conducted in accordance with
the rules then obtaining of the American  Arbitration  Association.  The parties
hereto  agree  to  share  equally  the   responsibility  for  all  fees  of  the
arbitrators,  abide by any decision rendered as final and binding, and waive the
right to appeal the decision or  otherwise  submit the dispute to a court of law
for a jury or non-jury trial. The parties hereto specifically agree that neither
party may appeal or subject the award or decision of any such  arbitrator(s)  to
appeal or  review  in any  court of law or in  equity or by any other  tribunal,
arbitration  system or  otherwise.  Judgment  upon any award  granted by such an
arbitrator(s) may be enforced in any court having  jurisdiction  thereof. If the
arbitration  decision holds that the Company is at fault, the Executive shall be
entitled to reimbursement of fees and expenses from the Company in an amount not
to exceed $50,000. If the arbitration  decision holds that the Company is not at
fault,  the Company shall be entitled to reimbursement of fees and expenses from
the Executive in an amount not to exceed $25,000.

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IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
day and year set forth above

                                         SMARTPROS LTD.


                                         By:  /s/ ALLEN GREENE
                                              ---------------------------
                                              Allen Greene
                                              Title: Chief Executive Officer


                                              /s/ DAVID GEBLER
                                              ---------------------------
                                              DAVID GEBLER


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