THIRD AMENDED EMPLOYMENT AGREEMENT BETWEEN
                                 SMARTPROS LTD.
                                       AND
                                 ALLEN S. GREENE


This  amended  employment  agreement  dated as of May 1, 2004 is by and  between
SmartPros Ltd., a Delaware corporation (the "Company"),  and Allen S. Greene, an
individual  residing at 100 Minnisink Road,  Short Hills,  New Jersey 07078 (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  Chairman & Chief  Executive
       Officer of the Company and shall be based at the  Company's  headquarters
       in Hawthorne, New York, but Executive may work up to 2 days per week from
       his home. 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 Board of Directors of the Company (the "Board").
       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 $236,250 per annum
              (the "Base Salary"),  payable as customarily  paid by the Company.
              Such  salary  shall  increase  to  $250,000  per  annum  upon  the
              completion  of  a  public  offering.   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  April  30,  2005 and  thereafter  the Base  Salary  shall be
              reviewed  on or before  April 30th of each  succeeding  year.  The
              Board, in its sole discretion,  may increase, but not decrease the
              Base Salary.

       2.2    BONUS.  In  addition  to his Base  Salary,  the  Executive  may be
              entitled  to  bonuses  at  times  and  amounts  determined  in the
              discretion of the Board. The

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              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 the Fleet Bancorp 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 similar  suitable
              automobile for his business  and/or personal use. The Company will
              pay or reimburse all  maintenance,  insurance,  tolls,  fuel,  and
              other  operating  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.

       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 Stock Option  Agreements in customary
              form, the Company has previously granted to the Executive pursuant
              and subject to its Stock Option Plan, stock options to purchase up
              to 250,000 shares of the Company's common stock ("Common  Stock").
              The  options  have a term of 10 years,  and are fully  vested.  In
              addition, the options provide that upon termination of employment,
              the executive may exercise all options  vested at the time of such
              termination  until  the  later  of (a)  the  90th  day  after  the
              termination  of such  employment or (b) the 90th day after the day
              on which  both of the  following  events  have  occurred:  (i) the
              Common  Stock is traded  on the NY Stock  Exchange,  the  American
              Stock  Exchange,  the NASDAQ,  National Market or the NASDAQ Small
              Cap Market and (ii) the  Executive  may sell the shares  which are
              the subject of such option,  free of any  contractual  restriction
              imposed by the Company or any underwriter of the Company's  Common
              Stock or any restrictions imposed by the Securities Act of 1933 as
              amended.  All the options and their terms remain in full force and
              effect.

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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 May
              1, 2004 and  continuing for three years  thereafter  (such period,
              including all extensions thereto,  to be collectively  referred to
              as the "EMPLOYMENT PERIOD"),  unless otherwise terminated pursuant
              to the terms hereof.  The  Employment  Period shall  automatically
              renew annually for a new  three-year  term unless prior to the end
              of the first year of each three-year  term,  either the Company or
              the Executive provides notice to the other party to this Agreement
              of its  intention not to extend the  Employment  Period beyond the
              then current  three-year  term.  Any notice given pursuant to this
              Section shall be provided in accordance  with the terms of Section
              8.1 hereof and shall be  provided  not later than 30 days prior to
              the end of such one-year period.

       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 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. In addition the vesting of stock options  described in
                     Section 2.5, and those granted previously, shall accelerate
                     such that 100% of such options shall  automatically vest on
                     the  date  of  such  termination.  The  obligations  of the
                     Company pursuant to this Section 3.3(a) shall be in lieu of
                     any

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<PAGE>


                     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 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
                     Chairman and Chief Executive  Officer for a period of three
                     years  after  the End  Date at a Base  Salary  equal to the
                     higher (i)  $280,000.00  or (ii) 105% of the Base Salary in
                     effect  on  April  30,  2007  (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 April 30 2007.

              (e)           If a Change in  Control,  as  defined  in Section 7,
                     shall  occur at any time after March 31, 2004 then upon the
                     occurrence  of such Change in Control the End Date shall be
                     amended  to the date  which is two years  after the date of
                     such occurrence.

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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, personnel data. The Executive will
              not disclose any  Proprietary  Information  to others  outside the
              Company  or use the same  for any  unauthorized  purposes  without
              written  approval  by 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,


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              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  the Company or
              one of its  subsidiaries  are 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 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 April
              30, 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 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,

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       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.

       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

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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/ JOHN GAMBA
                                               ---------------------------------
                                                 Name:  JOHN GAMBA
                                                 Title: CHAIRMAN OF THE BOARD


                                                   /s/ ALLEN S. GREENE
                                               ---------------------------------
                                                       ALLEN S. GREENE

Source: OneCLE Business Contracts.