EMPLOYMENT AGREEMENT BETWEEN SMARTPROS LTD. AND JACK FINGERHUT

Seconded Amended

EMPLOYMENT AGREEMENT BETWEEN

SMARTPROS LTD.

AND

JACK FINGERHUT

This seconded amended employment agreement (the “Agreement”) dated as of October 1, 2008 is by and between SmartPros Ltd., a Delaware corporation (the “Company”), and Jack Fingerhut, an individual residing at 32 Charles Street, Apt 2C Westwood, New Jersey 07675 (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 President 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 Chief Executive Officer 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 $212,500 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.

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. Incentive bonuses shall be paid as soon as practicable after each year-end, and in all events by March 15 of the year following the year for which the bonus was determined.

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 Executive shall be entitled to family medical coverage. 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 and/or personal use for the term of this Agreement. The Company will pay or reimburse the Executive for all repairs, gas, maintenance and insurance expenses of the automobile currently leased by Executive or any replacement provided by the Company hereunder including any excess mileage charges within 30 days after Executive incurs such expenses. 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.

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 October 1, 2008 and continuing until September 30, , 2011 (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, 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, then, for the remainder of the then current Term of employment hereunder, then, (subject to Section 3.3(e)) within 30 days after the date of such termination of employment, the Company shall pay to the Executive (x) a cash lump sum equal to Executive’s Base Salary at the rate in effect at the time of termination calculated through the remainder of the then-current term of employment, and (y) a bonus equal to the average of the last two years annual bonuses received by the Executive multiplied by the amount of whole and partial years remaining on the contract. In addition, the Company shall provide to Executive all benefits described in section 2.3 through the remainder of the then-current term of employment. 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 in lieu of any other rights of the Executive hereunder to compensation or benefits (excluding any tax-qualified retirement plan 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: (i) the Company’s determination that Executive will be unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration.

(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