EX-4.4

                      THIS WARRANT HAS NOT BEEN REGISTERED
                        UNDER THE SECURITIES ACT OF 1933
                             AND IS NOT TRANSFERABLE
                            EXCEPT AS PROVIDED HEREIN

                                 SmartPros Ltd.

                                PURCHASE WARRANT

                                   Issued to:

                        PAULSON INVESTMENT COMPANY, INC.

                             Exercisable to Purchase

                                  90,000 UNITS


                                       of


                                 SMARTPROS LTD.












                          Void after ___________, 2009

<PAGE>


       This is to certify that,  for value received and subject to the terms and
conditions set forth below, the Warrantholder  (hereinafter defined) is entitled
to  purchase,  and the  Company  promises  and  agrees  to sell and issue to the
Warrantholder,  at any time on or after  [____________],  2005 and on or  before
[____________],  2009, up to 90,000 Units (hereinafter  defined) at the Exercise
Price (hereinafter defined).

       This Warrant  Certificate  is issued  subject to the following  terms and
conditions:

       1.     DEFINITIONS OF CERTAIN TERMS.  Except as may be otherwise  clearly
required by the context, the following terms have the following meanings:

              (a)    "Act" means the Securities Act of 1933, as amended.

              (b)    "Cashless Exercise" means an exercise of Warrants in which,
in lieu of payment of the Exercise Price,  the Holder elects to receive a lesser
number of  Securities  such that the value of the  Securities  that such  Holder
would otherwise have been entitled to receive but has agreed not to receive,  as
determined by the closing  price of such  Securities on the date of exercise or,
if such date is not a trading  day, on the next prior  trading  day, is equal to
the  Exercise  Price with  respect to such  exercise.  A Holder may only elect a
Cashless  Exercise if  Securities  issuable by the Company on such  exercise are
publicly traded securities.

              (c)    "Closing  Date"  means  the date on which the  Offering  is
closed.

              (d)    "Commission" means the Securities and Exchange Commission.

              (e)    "Common  Stock" means the common stock,  par value $0.0001,
of the Company.

              (f)    "Company" means SmartPros Ltd., a Delaware corporation.

              (g)    "Company's  Expenses" means any and all expenses payable by
the Company or the  Warrantholder  in connection  with an offering  described in
Section 6 hereof, except Warrantholder's Expenses.

              (h)    "Effective  Date" means the date on which the  Registration
Statement is declared effective by the Commission.

              (i)    "Exercise Price" means the price at which the Warrantholder
may purchase one Unit upon exercise of Warrants as determined  from time to time
pursuant to the provisions  hereof.  The initial  Exercise Price is $[_____] per
Unit.

              (j)    "Offering" means the public offering of Units made pursuant
to the Registration Statement.

              (k)    "Participating    Underwriter"    means   any   underwriter
participating  in the sale of the Securities  pursuant to a  registration  under
Section 6 of this Warrant Certificate.

<PAGE>


              (l)    "Registration  Statement" means the Company's  registration
statement (File No. 333-[__________]) as amended on the Closing Date.

              (m)    "Rules and Regulations"  means the rules and regulations of
the Commission adopted under the Act.

              (n)    "Securities"  means the  securities  obtained or obtainable
upon exercise of the Warrant or securities obtained or obtainable upon exercise,
exchange, or conversion of such securities.

              (o)    "Unit"  means  two  shares  of  Common  Stock  and one Unit
Warrant.

              (p)    "Unit  Warrant"  means a warrant to  purchase  one share of
Common Stock issued pursuant to the Warrant Agreement.

              (q)    "Warrant  Agreement" means that certain Warrant  Agreement,
dated as of  [__________],  2004, by and between the Company and American  Stock
Transfer and Trust Company relating to the issuance of Unit Warrants.

              (r)    "Warrant  Certificate"  means a certificate  evidencing the
Warrant.

              (s)    "Warrantholder"  means a record  holder of the  Warrant  or
Securities. The initial Warrantholder is Paulson Investment Company, Inc.

              (t)    "Warrantholder's   Expenses"  means  the  sum  of  (i)  the
aggregate  amount  of  cash  payments  made  to  an  underwriter,   underwriting
syndicate, or agent in connection with an offering described in Section 6 hereof
multiplied by a fraction the numerator of which is the aggregate  sales price of
the Securities sold by such  underwriter,  underwriting  syndicate,  or agent in
such offering and the  denominator of which is the aggregate  sales price of all
of the securities sold by such underwriter,  underwriting syndicate, or agent in
such offering and (ii) all out-of-pocket  expenses of the Warrantholder,  except
for the fees and  disbursements  of one firm  retained as legal  counsel for the
Warrantholder that will be paid by the Company.

              (u)    "Warrant" means the warrant  evidenced by this certificate,
any  similar  certificate  issued  in  connection  with  the  Offering,  or  any
certificate  obtained upon transfer or partial exercise of the Warrant evidenced
by any such certificate.

       2.     EXERCISE OF WARRANT. All or any part of the Warrant represented by
this Warrant Certificate may be exercised commencing on the first anniversary of
the Effective Date and ending at 5 p.m. Pacific Time on the fifth anniversary of
the  Effective  Date by  surrendering  this Warrant  Certificate,  together with
appropriate  instructions,  duly  executed by the  Warrantholder  or by its duly
authorized attorney,  at the office of the Company at SmartPros Ltd., 12 Skyline
Drive, Hawthorne, New York 10532, Attention:  President; or at such other office
or agency as the Company may designate.  The date on which such instructions are
received by the Company shall be the date of exercise. If the Holder has elected
a Cashless Exercise, such instructions shall so state. Upon receipt of notice of
exercise,  the Company shall immediately  instruct its transfer agent to prepare
certificates  for  the  Securities  to be  received  by the  Warrantholder  upon
completion of the Warrant  exercise.  When such  certificates are prepared,  the
Company shall

<PAGE>


notify the  Warrantholder  and deliver such certificates to the Warrantholder or
as per the Warrantholder's  instructions immediately upon payment in full by the
Warrantholder,  in lawful  money of the United  States,  of the  Exercise  Price
payable  with  respect  to  the  Securities  being  purchased,  if  any.  If the
Warrantholder  shall represent and warrant that all applicable  registration and
prospectus  delivery  requirements  for their sale have been  complied with upon
sale of the Securities received upon exercise of the Warrant,  such certificates
shall not bear a legend with respect to the Securities Act of 1933, as amended.

       If fewer  than all the  Securities  purchasable  under  the  Warrant  are
purchased, the Company will, upon such partial exercise,  execute and deliver to
the Warrantholder a new Warrant Certificate (dated the date hereof), in form and
tenor  similar  to this  Warrant  Certificate,  evidencing  that  portion of the
Warrant not exercised.  The Securities to be obtained on exercise of the Warrant
will be deemed to have been issued,  and any person exercising the Warrants will
be deemed to have become a holder of record of those Securities,  as of the date
of the payment of the Exercise Price.

       3.     ADJUSTMENTS IN CERTAIN  EVENTS.  The number,  class,  and price of
Securities  for which this Warrant  Certificate  may be exercised are subject to
adjustment from time to time upon the happening of certain events as follows:

              (a)    If the outstanding shares of the Company's Common Stock are
divided  into a greater  number of shares or a dividend  in stock is paid on the
Common Stock, the number of shares of Common Stock for which the Warrant is then
exercisable  will be  proportionately  increased and the Exercise  Price will be
proportionately  reduced;  and, conversely,  if the outstanding shares of Common
Stock are combined into a smaller  number of shares of Common Stock,  the number
of shares of Common  Stock for which the  Warrant  is then  exercisable  will be
proportionately   reduced  and  the  Exercise  Price  will  be   proportionately
increased.  The increases and reductions  provided for in this Section 3(a) will
be made with the intent and, as nearly as  practicable,  the effect that neither
the percentage of the total equity of the Company  obtainable on exercise of the
Warrants nor the price  payable for such  percentage  upon such exercise will be
affected by any event described in this Section 3(a).

              (b)    In case of any change in the Common Stock  through  merger,
consolidation,    reclassification,    reorganization,   partial   or   complete
liquidation,  purchase of substantially all the assets of the Company,  or other
change in the capital structure of the Company, other than changes in par value,
then, as a condition of such change,  lawful and adequate provision will be made
so that the holder of this Warrant Certificate will have the right thereafter to
receive  upon the exercise of the Warrant the kind and amount of shares of stock
or other  securities  or  property  to which he would  have  been  entitled  if,
immediately  prior to such  event,  he had held the  number  of shares of Common
Stock obtainable upon the exercise of the Warrant. In any such case, appropriate
adjustment  will be made in the  application  of the provisions set forth herein
with respect to the rights and interest thereafter of the Warrantholder,  to the
end that the  provisions  set forth herein will  thereafter  be  applicable,  as
nearly  as  reasonably  may be,  in  relation  to any  shares  of stock or other
property  thereafter  deliverable upon the exercise of the Warrant.  The Company
will not permit any change in its capital  structure  to occur unless the issuer
of the shares of stock or other  securities to be received by the

<PAGE>


holder of this Warrant  Certificate,  if not the Company,  agrees to be bound by
and comply with the provisions of this Warrant Certificate.

              (c)    When any adjustment is required to be made in the number of
shares of Common  Stock,  other  securities,  or the property  purchasable  upon
exercise of the Warrant,  the Company will promptly  determine the new number of
such shares or other  securities  or property  purchasable  upon exercise of the
Warrant and (i) prepare and retain on file a statement  describing in reasonable
detail the method  used in  arriving  at the new number of such  shares or other
securities or property purchasable upon exercise of the Warrant and (ii) cause a
copy of such statement to be mailed to the Warrantholder within thirty (30) days
after the date of the event giving rise to the adjustment.

              (d)    No  fractional  shares of Common Stock or other  securities
will be issued in connection  with the exercise of the Warrant,  but the Company
will pay, in lieu of fractional  shares, a cash payment therefor on the basis of
the  mean  between  the  bid  and  asked  prices  of  the  Common  Stock  in the
over-the-counter  market  or the  last  sale  price of the  Common  Stock on the
principal exchange or other trading facility on which the Common Stock is traded
on the day immediately prior to exercise.

              (e)    If   securities   of  the  Company  or  securities  of  any
subsidiary of the Company are  distributed  pro rata to holders of Common Stock,
such  number of  securities  will be  distributed  to the  Warrantholder  or its
assignee upon exercise of its rights hereunder as such Warrantholder or assignee
would have been entitled to if this Warrant Certificate had been exercised prior
to the  record  date for such  distribution.  The  provisions  with  respect  to
adjustment of the Common Stock provided in this Section 3 will also apply to the
securities  to which the  Warrantholder  or its assignee is entitled  under this
Section 3(e).

              (f)    Notwithstanding anything herein to the contrary, there will
be no  adjustment  made  hereunder  on account of the sale by the Company of the
Common Stock or other Securities purchasable upon exercise of the Warrant.

              (g)    If,  immediately  prior to any exercise of Warrants,  there
shall be  outstanding  no  securities  of a class or  series  that,  but for the
provisions  of this  Section  3,  would be  issuable  upon  such  exercise  (the
"FORMERLY ISSUABLE  SECURITIES"),  then, upon such exercise,  and in lieu of the
Formerly  Issuable  Securities,  the Company shall issue that number and kind of
other  securities or property for which the Formerly  Issuable  Securities  were
most recently  exercisable or into which the Formerly  Issuable  Securities were
most recently convertible, as the case may be.

       4.     RESERVATION OF  SECURITIES.  The Company agrees that the number of
shares  of  Common  Stock or other  Securities  sufficient  to  provide  for the
exercise of the Warrant  upon the basis set forth above will at all times during
the term of the Warrant be reserved for exercise.

       5.     VALIDITY OF SECURITIES. All Securities delivered upon the exercise
of the Warrant will be duly and validly  issued in accordance  with their terms,
and the Company will pay all  documentary and transfer taxes, if any, in respect
of the original issuance thereof upon exercise of the Warrant.

<PAGE>


       6.     REGISTRATION  OF  SECURITIES   ISSUABLE  ON  EXERCISE  OF  WARRANT
CERTIFICATE.

              (a)    The Company will register the Securities on Form S-3 or any
successor  form  with the  Commission  pursuant  to the Act so as to  allow  the
unrestricted  sale of the Securities to the public from time to time  commencing
on the first  anniversary of the Effective Date and ending at 5:00 p.m.  Pacific
Time on the fifth anniversary of the Effective Date (the "REGISTRATION PERIOD").
The Company will also file such  applications  and other documents  necessary to
permit the sale of the Securities to the public during the  Registration  Period
in those  states in which the  Warrantholders  reside or such other states as to
which the  Company  and the  Warrantholder  agree.  In order to comply  with the
provisions of this Section  6(a),  the Company is not required to file more than
one registration  statement.  No registration right of any kind,  "piggyback" or
otherwise, will last longer than five years from the Effective Date.

              (b)    The Company will pay all of the Company's Expenses and each
Warrantholder  will  pay its pro  rata  share  of the  Warrantholder's  Expenses
relating to the registration, offer, and sale of the Securities.

              (c)    Except as  specifically  provided  herein,  the  manner and
conduct  of  the  registration,  including  the  contents  of  the  registration
statement, will be entirely in the control and at the discretion of the Company.
The Company will file such  post-effective  amendments and supplements as may be
necessary  to maintain  the currency of the  registration  statement  during the
period  of its use.  In  addition,  if the  Warrantholder  participating  in the
registration  is advised by counsel that the  registration  statement,  in their
opinion,  is deficient in any  material  respect,  the Company will use its best
efforts to cause the  registration  statement  to be amended  to  eliminate  the
concerns raised.

              (d)    The Company will furnish to the Warrantholder the number of
copies of a prospectus,  including a preliminary prospectus,  in conformity with
the  requirements  of the Act,  and such other  documents  as it may  reasonably
request in order to facilitate the disposition of Securities owned by it.

              (e)    The Company will, at the request of Warrantholders  holding
at least 50 percent of the then outstanding Warrants:  (i) furnish an opinion of
the  counsel  representing  the Company  for the  purposes  of the  registration
pursuant  to  this  Section  6,   addressed  to  the   Warrantholders   and  any
Participating   Underwriter;   (ii)  furnish  an  appropriate  letter  from  the
independent public  accountants of the Company,  addressed to the Warrantholders
and any  Participating  Underwriter;  and (iii)  make such  representations  and
warranties  to the  Warrantholders  and  any  Participating  Underwriter  as are
customarily  given to underwriters of public  offerings of equity  securities in
connection with such offerings. A request pursuant to this subsection (e) may be
made on three occasions. The documents required to be delivered pursuant to this
subsection (e) will be dated within ten days of the request and will be, in form
and substance,  equivalent to similar documents furnished to the underwriters in
connection  with the Offering,  with such changes as may be appropriate in light
of changed circumstances.

<PAGE>


       7.     INDEMNIFICATION IN CONNECTION WITH REGISTRATION.

              (a)    If any of the Securities are  registered,  the Company will
indemnify and hold harmless each selling Warrantholder,  any person who controls
any selling  Warrantholder  within the meaning of the Act, and any Participating
Underwriter  against any  losses,  claims,  damages,  or  liabilities,  joint or
several,  to which  any  Warrantholder,  controlling  person,  or  Participating
Underwriter  may be subject  under the Act or otherwise;  and it will  reimburse
each Warrantholder,  each controlling person, and each Participating Underwriter
for any  legal or  other  expenses  reasonably  incurred  by the  Warrantholder,
controlling   person,   or   Participating   Underwriter   in  connection   with
investigating or defending any such loss, claim, damage,  liability,  or action,
insofar as such losses,  claims,  damages, or liabilities,  joint or several (or
actions in respect thereof), arise out of or are based upon any untrue statement
or alleged  untrue  statement of any material fact  contained,  on the effective
date thereof, in any such registration  statement or any preliminary  prospectus
or final prospectus,  or any amendment or supplement thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading;  provided,  however, that the Company will not be liable in any case
to the extent that any loss,  claim,  damage,  or liability  arises out of or is
based upon any untrue  statement  or alleged  untrue  statement  or  omission or
alleged omission made in any  registration  statement,  preliminary  prospectus,
final prospectus,  or any amendment or supplement  thereto, in reliance upon and
in conformity with written  information  furnished by a Warrantholder for use in
the preparation  thereof. The indemnity agreement contained in this subparagraph
(a) will not apply to amounts paid to any claimant in  settlement of any suit or
claim unless such payment is first approved by the Company, such approval not to
be unreasonably withheld.

              (b)    Each selling Warrantholder, as a condition of the Company's
registration  obligation,  will indemnify and hold harmless the Company, each of
its directors,  each of its officers who have signed any registration  statement
or other  filing or any  amendment  or  supplement  thereto,  and any person who
controls the Company within the meaning of the Act, against any losses,  claims,
damages,  or liabilities to which the Company or any such director,  officer, or
controlling  person  may become  subject  under the Act or  otherwise,  and will
reimburse any legal or other expenses  reasonably incurred by the Company or any
such director,  officer,  or controlling person in connection with investigating
or defending any such loss, claim, damage, liability, or action, insofar as such
losses,  claims,  damages,  or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue or alleged untrue  statement of any material
fact  contained  in  said  registration  statement,  any  preliminary  or  final
prospectus,  or other filing, or any amendment or supplement  thereto,  or arise
out of or are based upon the omission or the alleged omission to state therein a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading,  but only to the extent that such untrue  statement  or
alleged  untrue  statement  or  omission  or alleged  omission  was made in said
registration  statement,  preliminary or final  prospectus,  or other filing, or
amendment  or  supplement,  in  reliance  upon and in  conformity  with  written
information  furnished by such Warrantholder for use in the preparation thereof;
provided,  however,  that the indemnity agreement contained in this subparagraph
(b) will not apply to amounts paid to any claimant in  settlement of any suit or
claim unless such payment is first approved by the Warrantholder,  such approval
not to be unreasonably withheld.

<PAGE>


              (c)    Promptly  after  receipt  by  an  indemnified  party  under
subparagraphs (a) or (b) above of notice of the commencement of any action, such
indemnified  party will, if a claim in respect  thereof is to be made against an
indemnifying party,  notify the indemnifying party of the commencement  thereof;
but the omission to notify the  indemnifying  party will not relieve it from any
liability  that it may  have  to any  indemnified  party  otherwise  than  under
subparagraphs  (a) and (b),  except  to the  extent  it was  prejudiced  by such
failure to notify.

              (d)    If any such action is brought against any indemnified party
and  it  notifies  an  indemnifying  party  of  the  commencement  thereof,  the
indemnifying  party will be entitled to participate  in, and, to the extent that
it may wish, jointly with any other indemnifying  party similarly  notified,  to
assume the defense thereof, with counsel satisfactory to such indemnified party;
and after notice from the indemnifying  party to such  indemnified  party of its
election  to assume the  defense  thereof,  the  indemnifying  party will not be
liable to such  indemnified  party for any legal or other expenses  subsequently
incurred by such indemnified  party in connection with the defense thereof other
than reasonable costs of investigation.

       8.     RESTRICTIONS ON TRANSFER. This Warrant Certificate and the Warrant
may not be sold,  transferred,  pledged,  assigned  or  hypothecated,  or be the
subject of any hedging,  short sale,  derivative,  put or call  transaction that
would  result  in the  effective  economic  disposition  of the  Warrant  or the
underlying  securities,  for a period of one hundred eighty (180) days following
the Effective Date,  except to an individual who is an officer or partner of the
underwriters  of the Offering and members of the selling group,  or by operation
of law, but only if all securities so transferred  remain subject to the lock-up
restriction  for the  remainder of the 180 day time  period.  The Warrant may be
divided or combined,  upon request to the Company by the  Warrantholder,  into a
certificate or certificates evidencing the same aggregate number of Warrants.

       9.     NO RIGHTS AS A SHAREHOLDER.  Except as otherwise  provided herein,
the Warrantholder  will not, by virtue of ownership of the Warrant,  be entitled
to any rights of a shareholder of the Company but will,  upon written request to
the  Company,  be entitled to receive such  quarterly  or annual  reports as the
Company distributes to its shareholders.

       10.    NOTICE.  Any notices  required or permitted to be given  hereunder
will be in writing and may be served  personally or by mail;  and if served will
be addressed as follows:

       If to the Company:

              SmartPros Ltd.
              12 Skyline Drive
              Hawthorne, NY  10532
              Attention: President

       If to the Warrantholder:

              AT THE ADDRESS FURNISHED
              BY THE WARRANTHOLDER TO THE
              COMPANY FOR THE PURPOSE OF
              NOTICE.

                                       15
<PAGE>


       Any  notice so given by mail will be  deemed  effectively  given 48 hours
after mailing when deposited in the United States mail,  registered or certified
mail,  return  receipt  requested,  postage  prepaid and  addressed as specified
above. Any party may by written notice to the other specify a different  address
for notice purposes.

       11.    APPLICABLE LAW. This Warrant  Certificate  will be governed by and
construed in accordance with the laws of the State of Oregon,  without reference
to conflict of laws principles thereunder. All disputes relating to this Warrant
Certificate  shall be tried  before  the courts of Oregon  located in  Multnomah
County,   Oregon  to  the   exclusion  of  all  other  courts  that  might  have
jurisdiction.


       Dated as of ______________, 2004

                                      SMARTPROS LTD.


                                      By: ______________________________________
                                          Name:
                                          Title:


       Agreed and Accepted as of _______________, 2004

                                      PAULSON INVESTMENT COMPANY, INC.


                                      By: ______________________________________
                                          Name:
                                          Title: