Sample Business Contracts

Restricted Stock Agreement - SmartPros Ltd. and Allen S. Greene

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                         [LETTERHEAD OF SMARTPROS LTD.]

                                              August 3, 2004

Allen S. Greene
100 Minnisink Road
Short Hills, New Jersey 07078

Dear Allen,

         This  letter  agreement  sets forth the terms of an award by  SmartPros
Ltd. (the  "Company")  to you in the form of shares of SmartPros'  common stock,
par value $.0001 per share (the "Common Stock").

         In  consideration of services  previously  rendered by you, the Company
hereby awards you 40,000 shares of Common Stock (the  "Shares")  pursuant to the
terms and conditions of this letter. As used herein the term "Shares" shall mean
and  include,  in addition  to the above  referenced  number of shares,  any new
shares or other securities  convertible into shares resulting from any merger or
reorganization  of the Company,  or the  recapitalization,  reclassification  or
split of the Shares, or any stock dividend paid on the Shares.

         The Shares shall be delivered to you,  subject to the terms hereof,  on
the Closing Date (as defined below).  The Company  represents and warrants that,
at the time of delivery,  the Shares are fully paid and non-assessable.  You are
entitled to all the rights and  privileges of a holder of the Shares,  including
the right to receive and retain all cash dividends  declared thereon and to vote
the Shares on all matters  presented  to  Stockholders  for vote.  However,  the
Shares are subject to certain restrictions as provided below.

         By accepting the Shares you agree as follows:

         1. Except as otherwise  set forth in this  paragraph 1, no Shares shall
be sold,  conveyed,  transferred,  pledged,  encumbered or otherwise disposed of
(any such  disposition  being  herein  called a  "Transfer")  prior to the third
anniversary (the "Termination  Date") of the date of the closing with respect to
the  Company's  initial  public  offering  (the  "Closing  Date").  (The  period
beginning  on  the  date  hereof  and  ending  on  the  Termination  Date  being
hereinafter called the "Risk Period"). This Transfer restriction shall lapse (a)
with  respect to 10,000  Shares on the Closing  Date and with  respect to 10,000
Shares on each of the first, second and third anniversaries of the Closing Date;
(b) with  respect to all of the Shares on the date on which your  employment  is
terminated  by  SmartPros  for any reason  other than for  "Cause" as defined by
Section 3.2 of the Third Amended Employment Agreement,  dated as of May 1, 2004,
between you and the Company (the  "Employment  Agreement");  (c) with respect to
all of the Shares on the date on which you elect to  terminate  your  employment
with the Company  pursuant to Section  3.3(a) of the Employment  Agreement;  (d)
with respect to all of the Shares on the date a "Change in Control",  as defined
in Section 7 of the Employment Agreement occurs with respect to the Company; and
(e) with


respect to all of the Shares if your  employment is terminated on account of (i)
your  death  or  (ii)  your  disability,  as  defined  in  Section3.3(b)  of the
Employment Agreement.

         2. If at any time prior to the Termination Date, either (a) the Company
terminates  your  employment  as permitted by Section  3.2(a) of the  Employment
Agreement or (b) you terminate your  employment  with the Company for any reason
other than a reason  described  in  subsection  (c) of  paragraph  1 above (such
termination being herein called an "Event of Retransfer")  then, upon such Event
of Retransfer, you shall transfer to the Company that number of the Shares as to
which the  Transfer  restriction  shall  still apply on the day  following  such
termination as provided in paragraph 1 above.  Upon an Event of Retransfer,  you
shall deliver to the Company all stock  certificates  representing  such Shares,
duly endorsed with your signature guaranteed thereon by a New York City bank and
with all necessary transfer stamps affixed, and the Company shall deliver to you
a receipt  therefore.  Immediately  upon such Event of  Retransfer,  such Shares
shall be deemed to have been  transferred  to the  Company and you shall have no
further rights or privileges as a holder of the Shares so retransferred.

         3. You represent and agree that you will only sell, transfer, pledge or
hypothecate  any of the Shares pursuant to an effective  registration  statement
under the Securities Act of 1933 or in a transaction wherein  registration under
the Securities Act of 1933 is not required.

         4. All certificates for Shares shall be endorsed as follows:

         "The shares of stock  represented  by this  certificate  are subject to
certain  restrictions and obligations  stated in and are transferable  only upon
compliance  with the  provisions  of an Agreement  dated August __, 2004 between
this Corporation and the registered holder, a copy of which Agreement is on file
in the office of the Secretary of this Corporation."

         "The shares  represented by this  certificate  have not been registered
under the  Securities  Act of 1933. The shares have been acquired for investment
and must be held unless they are  subsequently  registered  under the Securities
Act of 1933 or, in the  opinion of  counsel  to  SmartPros,  an  exemption  from
registration  under said Act is available.  Any routine sales of the  securities
which may be made in reliance upon Rule 144 under said Act, if available, can be
made only in limited  amounts in accordance with all of the terms and conditions
of that Rule."

         5. In order to facilitate  compliance with the  transactions  described
herein,  the certificates  representing the Shares are being deposited in escrow
with Morse, Zelnick, Rose & Lander, LLP, as Escrowee, together with stock powers
duly  endorsed by you, in blank,  with your  signature  guaranteed  thereon by a
bank,  and shall be held and disposed of by the Escrowee in accordance  with all
of the terms hereof.  Provided an Event of Retransfer has not then occurred, the
Escrowee,  on the  Termination  Date or upon such earlier date when the Transfer
restrictions to which any of the Shares are subject lapse (or as soon thereafter
as is reasonably practicable),  shall return to you such certificates and powers
as shall represent the number of Shares to which the Transfer restrictions shall
have lapsed.  Such deposit shall not affect your rights as holder of the Shares.
The  Escrowee  shall be under no duty  except to receive  the  certificates  and
dispose of same in accordance with the terms hereof. The Company may redesignate
an Escrowee at any time on notice to you.


         6. This agreement shall be binding upon and inure to the benefit of you
and SmartPros and your and its respective successors and legal representatives.

                                     Very truly yours,

                                     SMARTPROS LTD.

                                     By:  /s/ JOHN F. GAMBA
                                              John F. Gamba,
                                              Chairman of the Board of Directors

Acceptance by Employee:

I hereby  accept  the  Shares  and  agree  to all of the  terms  and  conditions
described herein.

Dated:  August 3, 2004

                                       /s/ ALLEN S. GREENE
                                     Allen S. Greene

Acceptance by Escrowee:


     Joel J. Goldschmidt, Esq., Partner

Dated:  August 3, 2004