Sample Business Contracts

Loan Agreement - SmartPros Ltd. and Freshstart Venture Capital Corp.

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                                 LOAN AGREEMENT

       AGREEMENT  made on August  28,  2001,  by and among  SmartPros,  Ltd.,  a
corporation organized and existing under the laws of the State of Delaware,  and
authorized  to do  business in the State of New York as  SmartPros  of New York,
having a principal place of business at 12 Skyline Drive, Hawthorne,  N.Y. 10532
(hereinafter  called the  "Borrower")  and  Freshstart  Venture  Capital  Corp.,
(hereinafter  called "the Lender") with an address at 437 Madison  Avenue,  38th
Floor,  New York, N.Y. 10022 pertaining to a loan from Lender to Borrower in the
principal sum of $500,000.00  (hereinafter referred to as the "loan") which such
loan shall be made pursuant to the term and conditions hereof.


       A.     Lender has agreed to loan to Borrower,  and Borrower  accepts as a
loan,  the  principal  sum of  $500,000.00  subject to the terms,  covenants and
conditions set forth in this Loan Agreement.  The Loan shall be funded after the
date of this  Agreement  subject to the terms and  conditions  set forth in this
Agreement  as  hereinafter  described.  The Loan is to be  evidenced  by one (1)
installment promissory note made by Borrower in favor of the Lender and executed
and delivered simultaneously with the execution of this Agreement for the entire
principal  sum  heretofore  set forth to be dated the date  hereof  (hereinafter
referred to as the  "Note").  Principal  and interest  shall be payable  monthly
under the terms set forth in the Note.


       Borrower  will deliver,  or cause to be delivered,  to Lender each of the
following documents, to wit:

       A.     The Note in the amount of $500,000.00:

       C.     A duly executed security agreement by Borrower granting the Lender
a first security  interest in and to such items of collateral  described therein
including  but  in no way  limited  to  patents,  copyrights,  trademarks,  film
library,  inventory,  equipment and intangibles of any nature,  now or hereafter
owned or acquired by Borrower and/or it  subsidiaries,  wheresoever  same may be
located as well as a second position security interest on all receivables of the
Borrower and/or its subsidiaries,  subordinate only to a first position interest
no greater than $750,000.00:

       D.     UCC-I  Financing  Statements  duly  executed by  Borrower  whereby
Borrower shall grant Lender a first security interest in all assets,  including,
but not limited to patents,  copyrights,  trademarks,  film library,  inventory,
equipment and  intangibles of any nature,  now or hereafter owned or acquired by
Borrower and/or its subsidiaries, and a second position security interest in all
receivables of the Borrower and/or its  subsidiaries,  in form for recording and
in form sufficient to perfect Lender's security interest in the said collateral.

       E.     Certificate of Borrower's  corporate  good standing  within thirty
(30) days of the funding of the within loan.

       F.     Verified  certificate  of resolutions of the Board of Directors of
the Borrower  authorizing  the execution and  performance  of this execution and
delivery of all  documents  required to be executed and delivered by Borrower to
Lender hereunder;

       G.     Borrower shall also execute and deliver all documents necessary to
qualify  this Loan for SBA  purposes  including  SBA forms  known as Size Status
Declaration and Assurance of Compliance.


       A.     Certificates of insurance or insurance  policies for comprehensive
property and fire insurance with extended  coverage  naming Lender and mortgagee
and loss payee in an amount not less than $500,000.00, covering the Premises and
the assets of Borrower pledged by Borrower as security for the loan;

       B.     If requested by Lender, a series of payment vouchers or post-dated
checks to facilitate payments under the loan;


       The Loan shall be secured by collateral listed below:

       A.     A  first  position  security  interest  in all  of the  Borrower's
assets, but in no  way limited to patents, copyrights, trademarks, film library,
inventory,  equipment and  intangibles of any nature,  now or hereafter owned or
acquired by Borrower and/or it  subsidiaries  used in connection with Borrower's
On-line/video professional education business; and

       B.     Notwithstanding the aforesaid, a second position security interest
on all receivables of the Borrower and/or its subsidiaries,  subordinate only to
a first position interest no greater than $750,000.00.

       C.     Within ninety (90) days of the closing of the within  transaction,
Borrower shall provide to Lender and life insurance  policy on the life of Allen
S.  Greene in the  amount of  $100,000.00,  along  with  proof of a one (1) year
prepaid premium, which policy shall name

                                  Page 1 of 6

Lender as the  beneficiary  and which the Borrower shall continue to provide for
the term of the within  loan.  In lieu of a new  policy,  Lender  will accept an
endorsement of an existing life insurance  policy on the life of Allen S. Greene
to the extent of  $100,000.00,  subject to the  provisions of this  subparagraph


       A.     To  induce  Lender  to make the  above  mentioned  Loan,  Borrower
represent(s) and warrant(s) that:

              1.     The Borrower is a corporation  duly organized,  and in good
standing, under the laws of the state where its business is located and Borrower
has the power to own its property  and carry on its  business as now  conducted;
and it is duly qualified to do business in every  jurisdiction  where the nature
of its  properties  owned or its operations  conducted  make such  qualification

              2.     The  Borrower,  has the power to execute,  and deliver  all
the documents contemplated by the Agreement,  including but in no way limited to
the Note, and to perform all the covenants and obligations therein contained.

              3.     The execution,  delivery and performance by the Borrower of
this  Agreement  and all documents  contemplated  by the Agreement (1) have been
authorized  by all requisite  actions of the Borrower;  and (2) will not violate
any provisions of law, any order of any Court, or other agency of government, or
any other agreement or contract to which Borrower is a party.

              4.     There is no litigation  pending  against the Borrower which
would, if adversely  determined,  materially impair the right of the Borrower to
carry on business  substantially as now conducted or would materially  adversely
affect the financial condition of the Borrower.

              5.     All unleased  assets  of the Borrower are free and clear of
mortgages,  pledges,  liens,  charges  and  other  encumbrances  except  as  are
permitted by this  Agreement.  A schedule of leased  assets,  which are excluded
from this provision, are annexed hereto as EXHIBIT A.

              6.     The  Borrower  is  not  in  default  in  the   performance,
observance or fulfillment of the obligations,  covenants or conditions contained
in any agreement or instrument to which it is a party.

              7.     The  Borrower  has filed or caused to be filed all Federal,
State and local tax returns, which to its knowledge are required to be filed and
has paid or  caused  to be paid  all  taxes  as  shown  on such  returns  or any
assessments  received  by it or any of them,  to the extent that such taxes have
become  due,  except for any  assessment  contested  in good faith by it and for
which it has set up reserves which are believed by it to be adequate.

              8.     The Security Agreement  (substantially in the form attached
hereto),  to be delivered by the Borrower on or prior to the date hereof and the
filing of proper  financing  statements,  will create and grant to the Lender, a
valid and perfected  first  position  security  interest in the  collateral,  as
defined herein.  No person has on the date hereof or will have subsequent to the
date hereof any lien or security  interest in or to the collateral  which is, or
shall be prior,  paramount,  superior or equal to the  security  interest of the
Lender unless otherwise provided herein in a separate schedule to be attached to
this Agreement and initialed by Borrower and Lender,  or as otherwise  consented
to in writing by Lender.

              9.     Borrower has not been made a party to or  threatened by any
suits,  actions,  claims,  investigations  by any  governmental  body or  legal,
administrative or arbitration proceeding. Borrower does not know of any basis or
grounds for any other suit or proceeding,  and there are not outstanding orders,
judgments,  writs, injunctions or decrees of any court,  governmental agency, or
arbitrator  tribunal  against  or  affecting  it or its  properties,  assets and
businesses, except as set forth herein.

              10.    Borrower,  to the best of its knowledge,  is not a party to
or bound by any contract or instrument,  which would be in breach as a result of
this Loan.

              11.    Borrower,  to the best of its  knowledge,  is not in breach
of, in default under,  or in violation of, any applicable  law,  decree,  order,
rule or  regulation  which  may  materially  and  adversely  affect  it,  or any
indenture,  contract, agreement, deed, lease, loan agreement,  commitment, bond,
note,  deed of trust,  restrictive  covenant,  license or to any  instrument  or
obligation to which they are a party or by which they are bound, or to which any
of their assets are subject.  The  execution,  delivery and  performance of this
Agreement and the issuance and delivery of the Note,  and other  documents  will
not  constitute  any such breach,  default or violation,  or require  consent to
approval of any court,  governmental  agency,  or body, except as a contemplated

              12.    Borrower is a small business concern,  as defined under the
Small Business  Investment Act and Regulations  thereunder and  accordingly,  is
entitled to receive the loan proceeds of this loan.

                                  Page 2 of 6

              13.    Borrower has and/or will comply with all laws,  ordinances,
regulations, federal, state and local, applicable to them and to their business,
including without limitation,  federal and state securities laws and zoning laws
and ordinances.

       B.     The Borrower  shall notify  Lender  immediately  in writing of any
event which at any time may cause the  representations  and warranties herein to
cease to be true and complete.


              So  long  as the  Note  remains  outstanding,  the  Borrower,  and
Guarantor,  where  applicable,  will comply with the  following  provisions  and
wherever  applicable,  promptly provide to Lender such evidence of compliance as
may be requested by Lender, to wit:

       A.     Promptly  make all  payments  of  principal  and  interest,  or of
interest only, where applicable, on the Note when due.

       B.     Comply with the terms and conditions of this Agreement,  including
those incorporated herein by reference.

       C.     Promptly  pay  all  lease  payments  to  landlord  for  Borrower's
business premises,  all appertaining water and electric charges, and real estate
taxes, and any other charges associated with the loan.

       D.     Keep accurate and complete books and records and maintain the same
at its offices.

       E.     If requested by Lender,  Borrower shall forward to Lender or cause
to be forwarded for Borrower,  CPA generated quarterly compilation statements no
later  than  sixty (60) days  after the end of each  quarter  and CPA  generated
year-end review financial statements no later than one hundred eighty (180) days
after the year-end. Corporate borrower must also provide tax returns once a year
upon filing no later than one hundred twenty (120) days of filing.

       F.     Permit  and  facilitate   such   independent   outside  audits  of
Borrower's  books  and  records  as may be  reasonably  requested  by  Lender in
addition to those in item D above, provided Lender pays the cost of same.

       G.     The  Borrower  will at all times  permit  the  Lender to visit the
office of the Borrower (or  residence  of the  Borrower,  as the case may be) to
inspect its  properties,  to examine  its books of account and to discuss  their
business  and  financial  affairs  with,  and be  advised  as to the same by the
appropriate officers or agent, or the Borrower at reasonable times during normal
business  hours,  and to inspect the Premises or any other  collateral  securing
this Loan.

       H.     Notify Lender of (1)  litigation   involving  amounts  aggregating
$25,000.00  or more to  which  Borrower  is a party  by  mailing  to  Lender  by
certified mail within five (5) days of receipt thereof, a copy of the complaint,
motion for judgment,  or other such  pleadings  served on or by Borrower and (2)
any  litigation to which  Borrower is not a party but which could  substantially
affect the operation of Borrower's  business or the collateral  pledged for this
Loan by mailing to Lender by certified mail, a copy of all pleadings obtained by
Borrower  regarding such litigation,  or if no pleadings are obtained,  a letter
setting out the facts known about the litigation within five (5) days of receipt
thereof. A copy of mailings under this paragraph shall be addressed to Lender at
its address set forth above, attention: Alvin Murstein, President.

       I.     The Borrower will keep its property in good repair,  working order
and  condition,  and  will  make  all  needful  and  proper  repairs,  renewals,
replacements,   additions   and   improvements   thereto.   The  Borrower   will
substantially  comply  at all  times,  with the  provisions  of all  leases  and
agreements to which it is a party or under which it occupies property,  so as to
prevent any loss or forfeiture thereof or thereunder;  provided,  however,  that
any such lease or agreements  may be canceled,  surrendered  or modified if such
action is deemed  advantageous  to the business of the  Borrower.  Borrower will
promptly pay and discharge, or cause to be paid and discharged, when due any and
all income taxes,  federal or otherwise,  lawfully assessed and imposed upon it,
and any and all lawful taxes, rates, levies and assessments  whatsoever upon its
property and every part thereof,  provided however that nothing contained herein
shall be construed as  prohibiting  Borrower  from  contesting in good faith the
validity or amount of any such income taxes,  federal or otherwise or such other
taxes, rates, levies or assessments.

       J.     Defend at all times any  claim by a third  party  relating  to the
possession  of, or interest  in, the assets of  Borrower  or any assets  pledged

       K.     Make all  payments to  creditors as shall be necessary to preserve
Lender's  rights and  Lender's  security  interest(s)  and/or  mortgages  in the
collateral  set out in Paragraph IV above and more  particularly  described in a
security agreement made by Borrower in favor of Lender of even date herewith.

       L.     Execute,  either  before or after  disbursement  of the Loan,  all
documents  necessary to perfect Lender's security  interests or mortgages in the
collateral listed at Paragraph IV.

       M.     To strictly  comply with  requirements  of any New York City,  New
York  State,  other  State  or  Federal Law relating  to the  storage  or use of
hazardous materials.

                                  Page 3 of 6

       N.     Allow  Lender  the  right,  but not the  obligation,  to cure  any
failure to comply with any applicable  Hazardous  Waste Law. Said right shall be
exercisable by Lender at any time during the term of this Agreement.

       O.     Agree to indemnify lender against all loss, liability, damage, and
expense,  including but not limited to reasonable  attorney's fees,  suffered or
incurred  by  Lender  due to any  breach  and/or  failure  to  comply  with  any
applicable Hazardous Waste Law.

       P.     Borrower  represents  that  Allen  Green is  currently  the  Chief
Executive  Officer of  SmartPros,  Ltd.  Should  Allen Greene cease to be CEO of
SmartPros,  Ltd.,  Borrower  will  have  ninety  (90)  days  to  find a new  CEO
acceptable  to Lender.  Failure to do so shall  constitute  a default  under the
within agreement and the entire balance due and owing under the within agreement
shall become due and owing.


       Except with the prior written consent of Lender, Borrower will not:

       A.     Make any material  change in  organization  or  management  or the
manner in which Borrower's business is conducted.

       B.     Become party to any merger or consolidation  with any corporation,
company  or  entity of any kind  whatsoever,  or sell  substantially  all of its
assets,  liquidate  or  dispose of their  business,  without  the prior  written
consent of Lender, unless Borrower shall remain the surviving entity.

       C.     Become a guarantor,  of  obligations  of any other  person,  firm,
corporation or entity,  except in connection  with  depositing  checks and other
instruments  for the  payment of money  required  in the normal  course of their

       D.     Transfer, sell, lease or in any other manner convey any equitable,
beneficial  or legal  interest  in any of the  collateral  set out herein to any
person or other entity, without first obtaining the written consent of Lender.

       E.     Create any new indebtedness,  nor assume or guarantee or become or
remain liable directly or indirectly. Borrower shall not create, or permit to be
created or incurred,  any mortgages,  security interests,  liens or encumbrances
against the  collateral  without  Lender's  consent;  unless same shall be, as a
matter of law,  subordinate  in  priority  and  interest  to that of the  Lender
herein; and Borrower will not borrow money except the following:(1) Indebtedness
of the Borrower in respect of the Note; (2)  Indebtedness  of the Borrower which
has received the prior written consent of the Lender. (The aforesaid restriction
shall  not  apply  to  routine  trade  accounts   payable   incurred  to  obtain
merchandise,  inventory,  parts, supplies or services obtained on open account.)
In addition,  Borrower shall not make,  create,  incur or suffer or permit to be
created or incurred or continue in existence any mortgage,  pledge, lien, charge
or other  encumbrance  or  security  interest  of any kind upon or in any of the
Borrower's property or assets now owned or hereafter  acquired,  except with the
written consent of the Lender, or as hereinabove provided.

       F.     Permit  any  judgment  obtained  against  Borrower  in  an  amount
exceeding  five thousand  dollars  ($5,000.00)  to remain unpaid for a period of
thirty  (30) days  following  the entry  thereof,  without  obtaining  a stay of
execution or causing such judgment to be bonded.  Further,  Borrower  shall hold
and save Lender free and harmless from any causes of action, claims, damages and
liabilities of a contractual or tax nature due to the acts of the Borrower,  and
to provide  counsel,  at this own  expense,  to defend  Lender  against any such


At any  time  during  the term of this  loan  Lender  may  require  Borrower  to
establish an automatic payment account, i.e., Electronic Funds Transfer, for the
purpose of making loan  payments in lieu of a voucher or check  writing  system.
Within  five (5) days of  Lender  giving  Borrower  notice  of such  requirement
Borrower shall  immediately  furnish all  information  and  authorizations  that
Lender requires to establish such automatic debit collection system,  including,
but  not  limited  to,  any  and  all  checking  accounts,   bank  accounts  and
authorization  required by the financial  institution selected to establish such
automatic  payment and debit  system.  Borrower  agrees that in the event Lender
establishes such automatic payment account,  Borrower will maintain a sufficient
balance in such account to ensure that funds are  available  for making the loan
payments to Lender on the respective  due dates of such payments.  The automatic
debit will take place five (5) days after the stated due date. In the event that
an automatic debit is returned by the Borrower's bank for any reason  whatsoever
the account  will be charged a $50.00 fee. The failure of Borrower to maintain a
sufficient  amount of funds in such account to insure that sufficient  funds are
available  in such  account to pay the loan  payments  as they  become due shall
constitute  an event of  default by  Borrower  under  this Loan  Agreement,  the
promissory note and security  agreement of even date,  giving Lender any and all
such rights as the Lender may have in the event of Borrower's default.


Upon  thirty  (30) days  prior  written  notice,  the  Borrower  may  prepay any
outstanding  principal sum in excess of that required to pay the next  scheduled
installment  (of principal and interest) due under the Note,  prepayable only as
of the date of the regularly  scheduled  installment,  by paying to the Lender a
prepayment  fee equal to one (1%) percent of the principal  amount being prepaid
in the first  (1st) and second  (2nd)  years of the term of the within  loan and
thereafter at any time without  penalty with interest to the date of prepayment.
In the event of a partial  prepayment,  any such prepayment  shall be applied by
Lender to installments of principal in the inverse order of maturity of payments
due under the Note(s). Notwithstanding the foregoing at any time during the term
of the loan.  Borrower  may raise  equity  and  prepay the loan in full with the
proceeds thereof. In that event, there shall be no prepayment penalty.

                                  Page 4 of 6


Borrower  agrees  to pay all  expanses  incurred  in  connection  with this Loan
including all title insurance premiums,  appraisal costs, and recording charges.
Borrower   further agrees to pay a loan  application fee to Lender in the amount
of $5,000.00.  These  expenses shall be paid directly out of the proceeds of the


Attached  hereto and made a part  hereof are various  exhibits  which are listed
under  Addendum  to Loan  Agreement,  and the terms and  conditions  of each are
incorporated herein by reference.


All covenants and agreements  herein shall be deemed material and shall bind the
Borrower's,  successors and assigns,  whatever so expressed or not, and all such
covenants  and  agreements  shall  inure to the  benefit  of the  Lender and its
successors and assigns, whether so expressed or not.


Borrower  represents  to Lender that there was no broker who brought  about this
Loan. Borrower agrees to hold Lender harmless with respect to any claims made by
any broker in connection  with this loan  resulting from the actions of Borrower
or Lender.


       1.     If any of the following events of default occurs while any portion
of the Note(s) remains  unpaid,  then a default may be declared at the option of
the holder of the Note, without presentment,  demand,  protest or further notice
of any kind (all of which are hereby expressly waived),  and the holder shall be
entitled  to be paid in full;  and,  in such  case,  the  balance  of the unpaid
principal  sum, plus accrued  interest and any and all loan related  charges and
costs thereof,  including reasonable  attorneys' fees, shall then be accelerated
so that they are immediately due and payable;  and Lender shall have the express
right to enter the premises and take over operations of the borrower's  business
under the  Assignment  of Lease  made by  Borrower  in favor of  Lender  (or its
assigns),  and to further operate, sell or liquidate the business and all of its
assets.  The events of default include but are not limited to the following:

       A.     If  default  shall be made in the  payment of any  installment  of
principal  or  interest  on the Note when and as the same  shall  become due and
payable,  and  such  default  shall  have  continued  for a  period  of ten (10)
consecutive days; or

       B.     If default shall be made in the due  observance or  performance of
the Borrower's obligations under Sections 5, 6 or 7 of this Agreement; or

       C.     If default shall be made in the due observance and  performance by
the Borrower in any other  expressed or implied  covenant or  provisions of this
Agreement,  the Note, the (written)  Guaranty,  the Security  Agreement,  or any
other  document  executed in connection  with the Loan;  and such default is not
cured within (5) days after notice; or

       D.     If default shall be made under the terms of any agreement relating
to, or  indebtedness  for money  borrowed by the Borrower and such default shall
continue for more than the period of grace,  if any therein  specified,  or such
default shall accelerate the payment of any such sums due; or

       E.     If the Borrower  shall fail to pay when due any  insurance  policy
premiums,  real estate  tax,  lease/rental  payments,  water  charges,  electric
charges, or assessments affecting the (Borrower's Business) Premises; or

       F.     If the  Borrower  shall be involved in financial  difficulties  as
evidenced by any one of the following  events: (1)  Its admitting in writing its
inability  to pay its debts  generally  as they  become due; or (2) Its filing a
petition  in  bankruptcy  or  for  reorganization  or  for  the  adoption  of an
arrangement  under  the  Bankruptcy  Act (as then in  force);  or an  answer  or
admission seeking the relief therein  provided;  or (3) Its making an assignment
for the benefit of its creditors; or (4) Its consenting to or acquiescing in the
appointment of a receiver for all a substantial part of its property; or (5) Its
being  adjudicated a bankrupt or insolvent;  or (6) The assumption of custody or
sequestration by a court of competent  jurisdiction of all or substantially  all
of its  property,  which  custody or  sequestration  shall not be  suspended  or
terminated  within  thirty (30) days from its  inception;  or (7) The entry of a
court order (i)  appointing a receiver or trustee for all or a substantial  part
of its property,  or (ii) approving a petition filed against it for or effecting
an assignment in bankruptcy or for a reorganization  pursuant to said Bankruptcy
Act (as then in force); or (8) For any other judicial modification or alteration
of the rights of  creditors,  which  order  shall not be  vacated,  set aside or
stayed within thirty (30) days from the date of entry.

       G.     If the  Borrower  shall fail to  maintain a  sufficient  amount of
funds in an automatic  payment account,  after Lender has requested that such an
account established, to pay the loan payments as they become due

       H.     If Allen  Greene  ceases  to be  Chief  Executive  Officer  of the
Borrower and a replacement  acceptable to Lender is not appointed  within ninety
(90) days.

                                  Page 5 of 6

       2.     The  Borrower  covenants  and agrees  that if default  made in the
payment  of  principal  of, or  interest  on the Note,  it will,  to the  extent
permitted  under  applicable law, pay to the Lender such further amount as shall
be sufficient to cover the cost and expense of collection,  including reasonable
compensation to the attorneys of Lender for all services in that connection.


This loan agreement and the obligations of the undersigned shall be governed and
construed in accordance  with the laws of the State of New York. For purposes of
any action or proceeding involving this loan agreement or any of the obligations
of  the  undersigned,   the  undersigned  hereby  irrevocably   submits  to  the
jurisdiction  of the  courts of the State of New York and of the  United  States
having  jurisdiction  in the  County of New York and the State of New York,  and
agrees  not to raise and  waives  any  objection  to or  defense  based upon the
jurisdiction or venue of any such court or based upon forum non conveniens.  The
undersigned  agrees not to bring any action or other  proceeding with respect to
this loan agreement or with respect to any of its  obligations  hereunder in any
other court unless such courts of the State of New York and of the United States
determine that they do not have jurisdiction in the matter.


No  modification,  amendment or waiver of any provision of this  Agreement,  the
Note or the documents or agreements  delivered pursuant thereto, nor the consent
to any  departure  by the  Borrower  therefrom  shall in any event be  effective
unless  the same shall be in writing  and  signed by the  Lender,  and then such
waiver or consent shall be effective  only in the specific  instance and for the
purposes  for which  given.  No notice to or demand on the  Borrower in any case
shall entitle the Borrower to any other or further notice or demand in the same,
similar other circumstances.


The Borrower  shall notify Lender  immediately  in writing of any event which at
any time may cause the representations and warranties herein to cease to be true
and  complete.  Should any  installment  of principal of or interest on the Note
become due and payable on other than a business  day, the maturity  therof shall
be extended to the next succeeding  business day, and, in the case of principal,
interest shall be payable thereon at the rate per annum specified  herein during
such  extension.  The Lender may negotiate,  assign and transfer this Agreement,
the Note and any other document executed in connection herewith, and may deliver
all or any part of any  collateral  security held in connection  herewith to any
transferee, who shall assume Lender's obligations hereunder and the Lender shall
thereafter be forever  released and discharged of and from any and all liability
or responsibility to the Borrower  respecting all liability or responsibility to
them under this Agreement,  and for and on account of any collateral security so

       IN WITNESS  WHEREOF,  the parties hereto have executed this agreement the
day and year first above written.

SmartPros, Ltd.                        SmartPros, Ltd.,
Borrower                               Borrower

 /s/ Dr. William K. Grollman            /s/ Alan Ross
--------------------------------       --------------------------------
By:  Dr. William K. Grollman,          By:  Alan Ross,
     President                              Chief Financial Officer

                                       Freshstart Venture Capital Corp.

                                       By:  Authorized Loan Officer

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