SECOND AMENDED EMPLOYMENT AGREEMENT BETWEEN
                                 SMARTPROS LTD.
                                       AND
                                 JACK FINGERHUT

This amended employment agreement (the "Agreement") dated as of April 1, 2003 is
by and between SmartPros Ltd., a Delaware corporation (the "Company"),  and Jack
Fingerhut,  an individual residing at 707 Clove Lane, Franklin Lakes, New Jersey
07417 (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 Vice  President  of the  Company,  and as
      President of the SmartPros Accounting Division,  and shall be based at the
      Company's  headquarters  in  Hawthorne,  New York.  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  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 except that the
      Executive  may  engage  from  time to time  in  such  personal  investment
      activities as do not interfere with his day to day responsibilities to the
      Company.  The Executive shall be allowed to serve as an independent member
      of the boards of directors of other  companies  with the prior approval of
      the Board.

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 $157,500  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.


<PAGE>

      2.2   BONUS. 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 target  bonus shall equal 50 % of Base  Salary.  The
            bonus will be based 50% on Company performance and 50% on individual
            performance.

      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. If the Executive elects not to participate
            in the Company's health,  dental or life insurance plans the Company
            will pay or reimburse (based on the cost to the company for a family
            plan) the  Executive  for the  direct  premium  cost of  Executive's
            participation  in  another  health  and life  insurance  plan.  (Any
            increase  in the  Company's  cost for their plan will  increase  the
            amount of  reimbursement.)  The Company  will pay or  reimburse  the
            lease cost of the automobile currently leased by the Executive,  and
            upon  expiration  or  termination  of the lease,  will  continue  to
            provide the Executive with a suitable automobile for his business or
            and 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  including any excess mileage charges.  The
            Executive  will be entitled to 4 weeks paid  vacation per year.  The
            company  will pay the premium for the $600,000  term life  insurance
            policy, currently in effect, that is to be used to repurchase stock,
            until the earlier of the  expiration  of this contract or any change
            in premium for the policy. In the event the premium is changed,  the
            Executive  may  substitute  a policy as long as the  premium for the
            same amount of insurance is the same or less per year.

      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.

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").

      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


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<PAGE>

            "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 by the Executive  upon any change by
                  the    Company    in    Executives    function,    duties   or
                  responsibilities,   which  change   would  cause   Executive's
                  position   with  the   Company   to   become   one  of  lesser
                  responsibility,   importance   or  scope  from  the   position
                  described  in Section 1, 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) a bonus equal to the highest  annual  bonus
                  received by the Executive in the last five years multiplied by
                  the  amount  of  whole  and  partial  years  remaining  on the
                  contract and (iii) the Company  shall provide to the Executive
                  all benefits  described in Section 2.3. 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.

            (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 all Base Salary and
                  benefits due to the Executive  under Section 2 through the end
                  of the sixth  month  after the month in which the  termination
                  occurs,  but reduced in the case of disability by any payments
                  received under any disability plan, program or policy paid for
                  by the Company.  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 6 consecutive months, or
                  a total of 240 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


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<PAGE>

                  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.

            (d)         If the Company fails to offer to continue the employment
                  of the Executive in the capacity of its Vice  President and as
                  President of the KeepSmart Accounting Division for a period of
                  three years  after the End Date at a Base Salary  equal to the
                  higher of (i)  $187,500.00  or (ii) 105% of the Base Salary in
                  effect on the End Date (the "Final Base Salary"),  pursuant to
                  a written  Agreement  (the "Renewal  Agreement")  on terms and
                  conditions substantially identical to this Agreement, then, in
                  such event, the Company shall pay to the Executive in one lump
                  sum an amount  equal to 50% of the  Final  Base  Salary.  Such
                  payment  shall be made to the  Executive  within 10 days after
                  the End Date.

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") and not within Executive's  possession or knowledge prior
            to his  employment  with  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  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.


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<PAGE>

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  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  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 March 31,
            2007 or one year from the date of such termination.

7.    CHANGE IN CONTROL PROTECTION.  For purposes of this Agreement,  a " Change
      in Control" of the Company shall mean a change in control of a nature that
      would be required to be reported in response to Item 6(e) of Schedule  14A
      of Regulation 14A promulgated  under the Securities  Exchange Act of 1934,
      as amended,  or any  similar


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<PAGE>

      item, schedule or form, whether or not the Company is then subject to such
      reporting requirement.

8.    MISCELLANEOUS.

      8.1   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.

      8.2   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.

      8.3   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.

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

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

      8.6   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.

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

      8.8   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.


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<PAGE>

      8.9   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.

      8.10  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.

9.    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.

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

                                         SmartPros Ltd.


                                         By:     /s/ Allen S. Greene
                                             -----------------------------------
                                               Name:  ALLEN S. GREENE
                                               Title: CHIEF EXECUTIVE OFFICER


                                                 /s/ Jack Fingerhut
                                         ---------------------------------------
                                                   JACK FINGERHUT


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Source: OneCLE Business Contracts.