EMPLOYMENT AGREEMENT BETWEEN SMARTPROS LTD. AND JOSEPH FISH

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 & CTO of the Company 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 Board of Directors of the Company (the “Board”) and the Chief Executive Officer of the Company. 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.

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 $162,500 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 September 30, 2006 and thereafter the Base Salary shall be reviewed on or before September 30st of each succeeding year..

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 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. The Company will pay the Executive a $600 per month car allowance. The Executive will be entitled to 4 weeks paid vacation per year. The Company will pay the Executive a $400 per month health insurance allowance instead of providing health Insurance to the Executive.

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 November 1, 2005 and continuing until September 30, 2007 (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 “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 (iii) any breach of the company’s policies or procedures.

3.3

Rights Upon Termination. In the event that:

(a)

          The employment of the Executive is terminated by the Company without Cause, 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. 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 first 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 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 2 consecutive months, or a total of 90 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 a Change in Control, as defined in Section 7, shall occur at any time between October 1, 2005 and September 30, 2006 then upon the occurrence of such Change in Control the Executive shall be entitled to 1 years severance pay in lieu of any other payments that would be due under any other section of this contract in the event the Executive is not continued in a position at the same or greater salary as stated in the contract; between October 1, 2006 and September 30, 2007 the Executive shall be entitled to 6 months severance pay in lieu of any other payments that would be due under any other section of this contract in the event the Executive is not continued in a position at the same or greater salary.

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