SMARTPROS, LTD.
                                12 SKYLINE DRIVE
                               HAWTHORNE NY 10532

                                                                   March 4, 2003

The Working Values Group, Ltd.
667 Boylston Street
4th Floor
Boston, MA 02116
Attention: David Gebler, President

David:

       This  will  set  forth  the  agreement  under  which   SmartPros,   Ltd.,
("Purchaser") will purchase,  or obtain rights to use,  substantially all of the
business and assets owned or used by The Working Values Group,  Ltd.  ("Seller")
in the conduct of its consulting  business (the "Business"),  other than certain
cash and receivables as set forth below (the "Acquired Assets").

       1.     (a)    The Acquired Assets shall include, without limitation:

                     (i)    all office equipment,  computer equipment,  signage,
                            supplies, and furniture and fixtures;

                     (ii)   all   intellectual   property  and  related  assets,
                            including,  without  limitation,  software  owned or
                            licensed,    programs,    trademarks,    tradenames,
                            including  its  corporate  name,  manuals,   product
                            brochures, business methods and business procedures;

                     (iii)  customer  and  supplier  lists,   including  contact
                            information for all consultants used in the last two
                            years;

                     (iv)   all  of   Seller's   rights   under   the   "Assumed
                            Contracts,"   as  defined   below,   including   all
                            contracts  wherein  Seller  has  agreed  to  provide
                            services  or goods to any third party or under which
                            any third party  provides  products or services,  to
                            Seller including the leases of equipment and offices
                            in Sharon, Massachusetts,  all described on Schedule
                            1, but no other leases,  (the  "Assumed  Contracts")
                            and

                     (v)    all  deposits  or other cash  received  by Seller in
                            connection with the Assumed Contracts,  not excluded
                            pursuant to paragraph (b) below.

              (b)    The Acquired Assets shall not include:

                     (i)    cash,  other than  deposits,  advances or other cash
                            received in  connection  with work not yet completed
                            under the Assumed Contracts and

                     (ii)   accounts  receivable  for work  completed  by Seller
                            prior to the closing.

       2.     The Purchaser  shall assume all  liabilities  and  obligations  of
Seller  under the Assumed  Contracts  arising  from and after the closing of the
transactions contemplated hereby (the "Closing"), provided that, with respect to
the lease in Sharon, Massachusetts, it remains as set forth on Schedule 1.

<PAGE>


       3.     The fixed purchase price for the Acquired Assets,  payable in cash
on a date three weeks  following  the Closing to allow the parties to  determine
the closing  adjustments,  shall be $100,000.  The fixed purchase price shall be
adjusted as at the Closing for:

                     (i)    rent,  utilities and taxes,  if any, with respect to
                            the premises in Sharon, Massachusetts; and

                     (ii)   telephone service in Sharon, Massachusetts

       4.     The contingent  purchase price shall be an amount equal to 26.665%
of the net profit (as  defined  below) of the  Business  (whether  operated in a
subsidiary  or  division of  Purchaser)  in excess of $10,000 in each of the two
years commencing April 1, 2003, but in no event more than a maximum aggregate of
$200,000  for such two years.  For  purposes  hereof,  net profit shall be gross
sales,  less all applicable  direct costs (payroll and overhead,  outside labor,
at-cost  interdivisional  charges for labor, and costs of materials used for the
jobs at standard cost) plus all costs applicable to running the Sharon MA office
and the Working  Values  division  (ie: auto expense  travel and  entertainment,
etc.),  plus,  at  standard  cost  inter-divisional  charges for any other costs
related to the Working Values division.  The non-discretionary  bonus based upon
profits of the Business paid to David Gebler under his employment agreement with
respect  to the two years  commencing  April 1, 2003  shall not be treated as an
expense.  The first installment of the contingent  purchase price, if any, shall
be paid as soon as practicable after determining net profits of the Business for
the year ending March 31, 2004 and the final installment,  if any, shall be paid
as soon as  practicable  after  determining  net profits of the Business for the
year ending March 31, 2005.

       5.     Seller and its  Shareholder  (who has signed this agreement at the
foot  hereof)  represent  and warrant  that Seller at the date hereof and at the
Closing (i) has duly  authorized  the  transactions  contemplated  hereby;  (ii)
operates  its  business,  in  compliance  with  all  material  applicable  laws,
ordinances,  rules or  regulations,  and that  Seller has  received no notice of
violation of any of the foregoing; (iii) has obtained all necessary licenses and
permits,  which will be  available  to Purchaser  upon the  consummation  of the
transaction;  (iv) has filed all required  federal,  state and local tax returns
and that there is no material  liability  for past taxes;  (v) has  delivered to
Purchaser unaudited  financial  statements for the years ended December 31, 2001
and 2002 which  fairly  present  the  results  of  operation  and the  financial
position of Seller as at and for the periods  therein  presented  in  accordance
with  generally  accepted  accounting  principles,  consistently  applied;  (vi)
Seller's  net loss for 2002 does not exceed  $65,000;  and (vii) Seller has good
and marketable title to the Acquired Assets,  other than the Assumed  Contracts,
free and clear of all liens and  encumbrances and (viii) Seller has the right to
assign  the  Assumed  Contracts  to the  Purchaser,  subject  to the  receipt of
consents  with respect to those  Assumed  Contracts  listed on Schedule 5, which
consents  Seller  will use its best  efforts  to  obtain  prior to  closing  The
representations and warranties contained herein shall survive the Closing.

       6.     (a)    The obligations of each party at Closing are subject to (i)
the receipt of all third party  consents  required  to transfer  assets,  assign
leases or otherwise  consummate the  transactions,  (ii) the  performance by the
other party of all  obligations to be performed at or prior to Closing and (iii)
the preparation by the parties of a mutually agreeable  schedule  allocating the
purchase price among the Acquired  Assets.  Each party will use its best efforts
to obtain all material third-party consents.

              (b)    The  obligations of Seller are also subject to the offer by
Purchaser of an employment  agreement by and between  SmartPros and David Gebler
in the form attached hereto as Exhibit A, and the execution of that agreement by
Purchaser upon execution by Gebler.

                                       2
<PAGE>


              (c)    The  obligations  of  Purchaser  are also  subject  to: (i)
review of Seller's  business  and  prospects  confirming  that there has been no
material  adverse change to Seller's  business or business  prospects;  (ii) the
execution  by David  Gebler  of the  Employment  Agreement;  (iii) a  review  of
financial statements showing a net loss for 2002 of not more than $65,000;  (iv)
the payment by Seller of all compensation,  fees,  commissions and other amounts
due to its employees for periods prior to the Closing  including the cost of any
applicable  employee  benefit plans and accrued sick leave and vacation pay; (v)
Seller  changing  its  corporate  name to one which does not  include  the words
"Working  Values" (vi)  compliance  with bulk sales laws or other assurance that
Purchaser   has  no  liability  for  Seller's   obligations   other  than  those
specifically assumed hereunder and (vii) the delivery by Seller of a Schedule of
Receivables and a Schedule of Payables, at the Closing.

       7.     The Closing shall be held on March 31, 2003, or on such earlier or
later date as may be determined by Purchaser and Seller. Pending the Closing the
business of Seller  shall be  operated  only in the  ordinary  course and Seller
shall  make or enter  into no  extraordinary  transactions  nor  dispose  of any
material assets,  except as contemplated herein or take any other steps that are
not in the  ordinary  course of  business  and  consistent  with past  practices
without the advance written approval of Purchaser.

       8.     For  no  additional  consideration  and  to  induce  Purchaser  to
consummate the transactions contemplated hereby, Seller agrees that for a period
of two years  following  the Closing,  it shall not directly or  indirectly  (i)
recruit,  solicit or  otherwise  induce or attempt to induce any employee of the
Business  hired by Purchaser to leave his or her  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 Business that had a business  relationship  with it. Further,  Seller agrees
that during  such  two-year  period  from the  closing it will not,  directly or
indirectly,  engage in competition with the Purchaser or any subsidiary,  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 Purchaser or any subsidiary; provided that Purchaser or one
of its  subsidiaries  is actively  engaged in such  business  at such time;  and
provided that the foregoing  shall not prevent the Seller 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.  Purchaser  acknowledges that the
Seller  may be  liquidated  following  the  Closing  and,  in  such  event,  the
obligations  of Seller under this Section 8 shall not become  obligations of its
sole shareholder,  David Gebler, whose obligations  regarding the subject matter
of this Section 8 are contained in his employment agreement.

       9.     Until Closing the Seller and Purchaser  will make available to the
other all information  which may be reasonably  requested in connection with the
transactions.  The  parties  acknowledge  having  previously  executed  a mutual
non-disclosure agreement dated January 20, 2003.

       10.    Until Closing Seller will not,  directly or  indirectly,  solicit,
initiate or engage in any discussions with any person (other than the Purchaser)
relating to the sale of all or any part of the Business.

       11.    Each of the  parties  shall be  responsible  for its own  counsel,
accounting and professional  fees and expenses  incurred in connection with this
agreement and the transactions contemplated hereby.

       12.    Each of Purchaser  and Seller  represent  and warrant to the other
that it has not engaged any broker or finder in connection with the transactions
contemplated  hereby pursuant to  arrangements  that will impose on the other or
upon  the  assets  being  transferred  hereunder  any  liability,  fees or other
compensation in connection with such transactions.

                                       3
<PAGE>


       13.    Prior to the date hereof  Purchaser  has  provided to Seller,  and
will  continue to provide to Seller,  certain  leads as to  potential  business.
Seller agrees that if the transactions  contemplated  hereby are not consummated
that it  will  cease  all  business  relations  with  those  leads,  other  than
activities  required under  pre-existing  binding  agreements.  Seller agrees to
provide Purchaser with drafts of all agreements contemplated with leads provided
by Purchaser for its approval, which approval will not be unreasonably withheld.

       14.    At its option Purchaser may purchase the Acquired Assets through a
wholly-owned  subsidiary.  If a subsidiary is used,  then all of its obligations
are hereby guaranteed by Purchaser.

                                    SmartPros, Ltd.

                                    by:          /s/  Allen S. Greene
                                        ----------------------------------------
                                        Allen S. Greene, Chief Executive Officer

Accepted and agreed to
this 4th day of March, 2003


The Working Values Group, Inc.

by:          /s/ David Gebler
   -----------------------------------
         David Gebler, President


                                       4
<PAGE>


                               SHAREHOLDER CONSENT

       The undersigned,  being the holder of all of Seller's outstanding shares,
hereby consent to the transaction with Purchaser  provided for herein, and joins
in the representations.

                                                          /s/  David Gebler
                                                        ---------------------
                                                            David Gebler



                                       5

Source: OneCLE Business Contracts.