EX-4.3


       N U M B E R                                            U N I T S

   PED.U

                                [SMARTPROS LOGO]

INCORPORATED UNDER THE LAWS OF
    THE STATE OF DELAWARE
                                                          CUSIP 83171G 30 1


                                 SMARTPROS LTD.

EACH UNIT CONSISTING OF THREE SHARES OF COMMON STOCK, AND ONE AND A HALF
WARRANTS TO PURCHASE ONE AND A HALF SHARES OF COMMON STOCK
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THIS CERTIFIES THAT














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or registered assigns,  (the "Registered  Holder") is the owner of the number of
Units specified  above.  Each Unit consists of three (3) shares of common stock,
$.0001 par value (the "Common Stock"), of SmartPros Ltd. (the "Company") and one
and a half (1 1/2)  redeemable  warrants  (the  "Warrants").  Each whole warrant
entitles  the holder  thereof to purchase  one share of Common  Stock for $7.125
(subject to adjustment)  until 5:00 p.m.  Eastern Time ________.  The Units will
trade on the  American  Stock  Exchange  until the  Separation  Date (as defined
below).  Until the  Separation  Date,  neither the Common Stock nor the Warrants
will trade separately.  On the Separation Date, the Units will cease trading and
the Common  Stock and the  Warrants  will begin  trading on the  American  Stock
Exchange.  The Separation  Date will be the tenth (10th)  business day following
the date on which Paulson Investment Company,  Inc. notifies the Company and the
American  Stock  Exchange  that trading in the Common  Stock and  Warrants  will
Commence. The Separation Date may not be earlier than the 31st day or later than
the 45th day following  the date hereof (the  "Separation  Date").  The Warrants
underlying  the  Units  are  issued  under and  pursuant  to a  certain  Warrant
Agreement  dated  as of (the  "Warrant  Agreement"),  between  the  Company  and
American Stock Transfer & Trust Company, as Warrant Agent (the "Warrant Agent"),
and are subject to the terms and provisions contained therein and on the face of
the  certificates  covered  thereby,  to all of which terms and  provisions  the
holder of this Unit  Certificate  consents  by  acceptance  hereof.  The Warrant
Agreement  provides for adjustment in the number of shares of Common Stock to be
delivered upon the exercise of the Warrant  evidenced hereby and to the exercise
price of such Warrant in certain events therein set forth.

Copies of the  Warrant  Agreement  are  available  for  inspection  at the stock
transfer  office of the Warrant  Agent or may be obtained  upon written  request
addressed  to the  Company  at 12  Skyline  Drive,  Hawthorne,  New York  10532,
Attention: Chief Executive Officer.

This Unit  Certificate is not valid unless  countersigned  by the Transfer Agent
and Registrar of the Company.

Dated:


                                  SMARTPROS LTD.

                                    CORPORATE
       -------------------                              -------------------
        SIGNATURE TO COME             SEAL               SIGNATURE TO COME
       -------------------            1999              -------------------

                                     DELAWARE


           SECRETARY                                      VICE CHAIRMAN OF
                                                          THE BOARD OF
                                                          DIRECTORS





COUNTERSIGNED AND REGISTERED:
 AMERICAN STOCK TRANSFER & TRUST COMPANY
                          TRANSFER AGENT
                           AND REGISTRAR
BY


                      AUTHORIZED OFFICER

<PAGE>

                                 SMARTPROS LTD.

       The  Registered  Holder  hereby  is  entitled,  at  any  time  after  the
Separation Date, to exchange the Units  represented by this Unit Certificate for
Common Stock  Certificate(s)  representing three shares of Common Stock for each
Unit represented by this Unit Certificate and a Warrant Certificate representing
one and a half Warrants for each Unit represented by this Unit Certificate, upon
surrender of this Unit  Certificate  to the Transfer  Agent,  Warrant  Agent and
Registrar together with any documentation required by such agent.

REFERENCE IS MADE TO THE WARRANT AGREEMENT  REFERRED TO ON THE FACE HEREOF,  AND
THE  PROVISIONS OF SUCH WARRANT  AGREEMENT  SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS THOUGH FULLY SET FORTH ON THE FACE OF THIS CERTIFICATE.  COPIES OF THE
WARRANT  AGREEMENT MAY BE OBTAINED UPON WRITTEN  REQUEST FROM THE WARRANT AGENT,
TRANSFER AGENT AND REGISTRAR, AMERICAN STOCK TRANSFER & TRUST COMPANY.

       The following abbreviations,  when used in the inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations.

<TABLE>
<S>                                            <C>
TEN COM   - as tenants in common               UNIF GIFT MIN ACT- _______ Custodian ________
TEN ENT   - as tenants by the entireties                          (Cust)             (Minor)
JT TEN    - as joint tenants with right of           under Uniform Gifts to Minors Act
            survivorship and not as tenants          _________________________________
            in common                                              (State)

COM PROP  - as community property              UNIF TRF MIN ACT-  _______ Custodian ________
                                                                   (Cust)             (Minor)
                                                   under Uniform Transfers to Minors Act
                                                     _________________________________
                                                                   (State)
</TABLE>


                               FORM OF ASSIGNMENT
                      (TO BE SIGNED ONLY UPON ASSIGNMENT)


FOR VALUE RECEIVED, the undersigned Registered Holder (_______________________ )

 PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFICATION NUMBER OF REGISTERED HOLDER

__________________________________________


__________________________________________

hereby sells, assigns and transfers unto _______________________________________

________________________________________________________________________________
               (Please Print Name and Address including Zip Code)

________________________________________________________________________________

________________________________________________________________________________

___________________________________________________________________________Units
evidenced  by the within  Unit  Certificate,  and  irrevocably  constitutes  and
appoints

________________________________________________________________________________

________________________________________________________________________Attorney
to transfer this Unit  Certificate  on the books of SmartPros Ltd. with the full
power of substitution in the premises.


Dated, _________________________


                   SIGNATURE: __________________________________________________

                              (Signature  must  conform in all  respects  to the
                              name of Registered Holder as specified on the face
                              of this  Unit  Certificate  in  every  particular,
                              without alteration or any change  whatsoever,  and
                              the  signature   must   guaranteed  in  the  usual
                              manner.)



        SIGNATURE GUARANTEED: __________________________________________________

                              The signatures should be guaranteed by an eligible
                              institution (banks, stockbrokers, savings and loan
                              association  and credit unions with  membership in
                              an approved signature medallion program), pursuant
                              to S.E.C. Rule 17Ad-15.