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Certificate of Incorporation - Virtual Education Corp.

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                          CERTIFICATE OF INCORPORATION

                                       OF

                          VIRTUAL EDUCATION CORPORATION



         The undersigned, being a natural person for the purpose of organizing a
corporation  for conducting the business and promoting the purposes  hereinafter
stated,  under the provisions and subject to the requirements of the laws of the
State of Delaware  (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory  thereof and  supplemental  thereto,  and known,  identified and
referred to as the "General  Corporation Law of the State of Delaware"),  hereby
certifies that:

         FIRST:   The  name  of  the   corporation   (hereinafter   called   the
"corporation") is Virtual Education Corporation.

         SECOND: The address,  including street,  number, city and county of the
registered  office  of  the  corporation  in the  State  of  Delaware  is 9 East
Loockerman Street,  Dover,  Delaware 19901; and the name of the registered agent
of the  corporation  in the  State  of  Delaware  at such  address  is  National
Registered Agents, Inc.

         THIRD:  The nature of the business and the purposes to be conducted and
promoted by the corporation are to conduct any lawful  business,  to promote any
lawful  purpose,  and  to  engage  in  any  lawful  act or  activity  for  which
corporations may be organized under the General  Corporation Law of the State of
Delaware.

         FOURTH:.  The aggregate  number of shares which the  Corporation  shall
have authority to issue is 21,000,000,  of which  20,000,000  shall be shares of
Common  Stock,  par value  $.0001 per share (the "Common  Stock") and  1,000,000
shall be shares of Preferred  Stock,  par value $.001 per share (the  "Preferred
Stock").  The Preferred  Stock may be issued,  from time to time, in one or more
series with such designations,  preferences and relative  participating optional
or other special rights and qualifications, limitations or restrictions thereof,
as shall  be  stated  in the  resolutions  adopted  by the  Board  of  Directors
providing for the issuance of such Preferred  Stock or series  thereof;  and the
Board of  Directors  is  hereby  expressly  vested  with  authority  to fix such
designations,  preferences and relative  participating optional or other special
rights  or   qualifications,   limitations  or  restrictions  for  each  series,
including,  but not by way of limitation,  the power to affix the redemption and
liquidation preferences,  the rate of dividends payable and the time for and the
priority of payment  thereof and to determine  whether such  dividends  shall be
cumulative  or not and to provide for and affix the terms of  conversion of such
Preferred  Stock or any series thereof into Common Stock of the  Corporation and
fix the voting power, if any, of Preferred Stock or any series thereof.

         No holder of any of the shares of the stock of the corporation, whether
now or  hereafter  authorized  and  issued,  shall  be  entitled  as of right to
purchase  or  subscribe  for (1) any  unissued  stock of any  class,  or (2) any
additional  shares of any class to be  issued by reason of any  increase  of the
authorized  capital  stock  of the  corporation  of  any  class,  or (3)  bonds,
certificates of indebtedness,  debentures or other  securities  convertible into
stock of the corporation,  or carrying any right to purchase stock of any class,
but any such unissued stock or such additional  authorized issue of any stock or
of other  securities  convertible  into stock, or carrying any right to purchase
stock, may be


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issued and disposed of pursuant to  resolution of the Board of Directors to such
persons,  firms,  corporations  or  associations  and upon such  terms as may be
deemed advisable by the Board of Directors in the exercise of its discretion.


         FIFTH:  The name and the  mailing  address of the  incorporator  are as
follows:


         NAME                      MAILING ADDRESS

         Jonathan D. Morse         Morse,  Zelnick,  Rose & Lander,  LLP
                                   450 Park Avenue
                                   New York, New York 10022


         SIXTH: The corporation is to have perpetual existence.

         SEVENTH:  Whenever a compromise or arrangement is proposed between this
corporation  and  its  creditors  or any  class  of  them  and/or  between  this
corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of this  corporation  or of any  creditor or  stockholder  thereof or on the
application of any receiver or receivers  appointed for this  corporation  under
the  provisions  of  Section  291 of  Title  8 of the  Delaware  Code  or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this  corporation  under the  provisions  of  Section  279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors,  and/or of
the stockholder or class of stockholders  of this  corporation,  as the case may
be, to be summoned in such  manner as the said court  directs.  If a majority in
number  representing  three-fourths  in  value  of the  creditors  or  class  of
creditors,  and/or  of  the  stockholders  or  class  of  stockholders  of  this
corporation,  as the case may be, agree to any compromise or arrangement  and to
any  reorganization  of this  corporation as  consequence of such  compromise or
arrangement,  the said  compromise or  arrangement  and the said  reorganization
shall,  if sanctioned by the court to which the said  application has been made,
be  binding  on all the  creditors  or class  of  creditors,  and/or  on all the
stockholders or class of stockholders,  of this corporation, as the case may be,
and also on this corporation.

         EIGHTH:  For the  management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation and regulation
of the powers of the corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:

         1.       The  management of the business and the conduct of the affairs
of the  corporation  shall be vested in its Board of  Directors.  The  number of
directors which shall constitute the whole Board of Directors shall be fixed by,
or in the manner  provided in, the  By-Laws.  The phrase  "whole  Board" and the
phrase "total number of directors" shall be deemed to have the same meaning,  to
wit,  the total number of directors  which the  corporation  would have if there
were no vacancies. No election of directors need be by written ballot.

         2.       After  the original or other By-Laws of the  corporation  have
been adopted,  amended, or repealed,  as the case may be, in accordance with the
provisions  of  Section  109 of the  General  Corporation  Law of the  State  of
Delaware, and after the


                                        2
<PAGE>

corporation  has received any payment for any of its stock,  the power to adopt,
amend, or repeal the By-Laws of the corporation may be exercised by the Board of
Directors of the  corporation;  provided,  however,  that any  provision for the
classification  of directors of the  corporation for staggered terms pursuant to
the provisions of subsection (d) of Section 141 of the General  Corporation  Law
of the State of Delaware  shall be set forth in an initial By-Law or in a By-Law
adopted  by  the  stockholders  entitled  to  vote  of  the  corporation  unless
provisions  for such  classification  shall be set forth in this  certificate of
incorporation.

         3.       Whenever the corporation shall be authorized to issue only one
class of stock each outstanding share shall entitle the holder thereof to notice
of,  and the  right  to vote at,  any  meeting  of  stockholders.  Whenever  the
corporation  shall be  authorized  to  issue  more  than  one  class of stock no
outstanding  share of any class of stock which is denied  voting power under the
provisions of the certificate of incorporation  shall entitle the holder thereof
to the right to vote at any meeting of stockholders  except as the provisions of
paragraph  (b)(2) of Section 242 of the General  Corporation Law of the State of
Delaware  shall  otherwise  require;  provided,  that no share of any such class
which is otherwise  denied voting power shall entitle the holder thereof to vote
upon the increase or decrease in the number of authorized shares of said class.

         NINTH: A director of the Corporation  shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director,  except for liability  (i) for any breach of the  director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law,  (iii) under Section 174 of the Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the  director  derived an improper
personal benefit.

         TENTH: (a) RIGHT TO  INDEMNIFICATION.  Each person who was or is made a
party or is threatened to be made a party to or is involved in any action,  suit
or  proceeding,   whether  civil,  criminal,   administrative  or  investigative
(hereinafter a "proceeding"),  by reason of the fact that he or she, or a person
of whom he or she is the legal representative,  is or was a director or officer,
of the  Corporation or is or was serving at the request of the  Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint  venture,  trust or other  enterprise,  including  service with respect to
employee  benefit plans,  whether the basis of such proceeding is alleged action
in an  official  capacity as a  director,  officer,  employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified  and  held  harmless  by  the  Corporation  to  the  fullest  extent
authorized by the Delaware  General  Corporation  Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment  permits the Corporation to provide broader  indemnification
rights  than  said  law  permitted  the  Corporation  to  provide  prior to such
amendment),  against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in  settlement)  reasonably  incurred or  suffered by such person in  connection
therewith and such indemnification  shall continue as to a person who has ceased
to be a director,  officer,  employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators:  provided, however, that, except
as provided in paragraph (b) hereof,  the  Corporation  shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated  by  such  person  only if  such  proceeding  (or  part  thereof)  was
authorized  by  the  board  of  directors  of  the  Corporation.  The  right  to
indemnification  conferred in this Section  shall be a contract  right and shall
include  the  right  to be paid by the  Corporation  the  expenses  incurred  in
defending  any such  proceeding in advance of its final  disposition:  provided,
however, that, if the Delaware


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<PAGE>

General  Corporation  Law requires,  the payment of such expenses  incurred by a
director or officer (in his or her  capacity as a director or officer and not in
any other  capacity in which  service was or is rendered by such person  while a
director  or  officer,  including,  without  limitation,  service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer,  to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this  Section  or  otherwise.  The  Corporation  may,  by action of its Board of
Directors,  provide  indemnification  to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.

         (b)      RIGHT  OF CLAIMANT TO BRING SUIT.  If a claim under  paragraph
(a) of this Section is not paid in full by the  Corporation  within  thirty days
after a written claim has been received by the Corporation,  the claimant may at
any time  thereafter  bring suit against the  Corporation  to recover the unpaid
amount of the claim and, if successful in whole or in part,  the claimant  shall
be entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action  brought to enforce a claim for
expenses   incurred  in  defending  any  proceeding  in  advance  of  its  final
disposition  where  the  required  undertaking,  if any is  required,  has  been
tendered to the  Corporation)  that the  claimant  has not met the  standards of
conduct which make it permissible under the Delaware General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation.  Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  to have made a  determination  prior to the  commencement of such
action  that  indemnification  of the  claimant  is proper in the  circumstances
because he or she has met the  applicable  standard  of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders) that the claimant has not met such applicable standard or conduct,
shall be a defense to the action or create a  presumption  that the claimant has
not met the applicable standard of conduct.

         (c)      NON-EXCLUSIVITY  OF RIGHTS. The right to  indemnification  and
the payment of expenses  incurred in  defending a  proceeding  in advance of its
final disposition  conferred in this Section shall not be exclusive of any other
right  which  any  person  may have or  hereafter  acquire  under  any  statute,
provision  of the  Certificate  of  Incorporation,  by-law,  agreement,  vote of
stockholders or disinterested directors or otherwise.

         (d)      INSURANCE.  The  Corporation  may maintain  insurance,  at its
expense, to protect itself and any director,  officer,  employee or agent of the
Corporation or another corporation,  partnership,  joint venture, trust or other
enterprise  against  any such  expense,  liability  or loss,  whether or not the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.


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<PAGE>

         ELEVENTH:  From time to time any of the provisions of this  certificate
of  incorporation  may be amended,  altered or  repealed,  and other  provisions
authorized  by the laws of the  State of  Delaware  at the time in force  may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the  stockholders  of the  corporation by this
certificate  of  incorporation  are granted  subject to the  provisions  of this
Article ELEVENTH.


Dated: October 28, 1999



                                                   /s/  Jonathan D. Morse,
                                               -------------------------------
                                                 JONATHAN D. MORSE, INCORPORATOR


                                        5
<PAGE>


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                          VIRTUAL EDUCATION CORPORATION

         (Pursuant to Chapter 1, Title 8 of the General  Corporation  Law of the
State of Delaware (the "GCL"))

         It is hereby certified that:

         FIRST:  The name of the Corporation is Virtual Education Corporation.

         SECOND:  The Certificate of Incorporation  was filed with the Office of
the Secretary of State on October 28, 1999.

         THIRD:  The  Amendment  of  the  Certificate  of  Incorporation  of the
Corporation  effected by this  Certificate of Amendment is to change the name of
the Corporation.

         FOURTH: To accomplish the foregoing  amendment,  ARTICLE FIRST relating
to the name of the Corporation is amended to read as follows:

                  "FIRST:  The name of the corporation  (hereinafter  called the
                  "corporation") is KeepSmart.com, Inc."

         FIFTH:  The foregoing  Amendment of the Certificate of Incorporation of
the Corporation was authorized by the written  unanimous consent of the Board of
Directors of the Corporation  pursuant to Section 141 of the GCL followed by the
written consent of the holders of a majority of all of the outstanding shares of
the  Corporation  entitled  to vote  on said  Amendment  of the  Certificate  of
Incorporation pursuant to Sections 228 and 242 of the GCL.

         IN WITNESS  WHEREOF,  I have  subscribed  this document on the date set
forth below and do hereby affirm under penalties of perjury, that the statements
contained therein have been examined by me and are true and correct.

Dated: January 11, 2000

                                                         /s/ William K. Grollman
                                                         -----------------------
                                                         William K. Grollman,
                                                         President and CEO


<PAGE>

                            CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION

                                       OF

                               KEEPSMART.COM, INC.
                      (PURSUANT TO SECTIONS 228 AND 242 OF
                      THE DELAWARE GENERAL CORPORATION LAW)

                           --------------------------

         Keepsmart.com, Inc. ("Keepsmart"), a corporation organized and existing
under and by virtue of the Delaware  General  Corporation  Law (the "DGCL") does
hereby certifies that:

         1. The name of the corporation is Keepsmart.com, Inc.

         2. The  Board of  Directors  of the  Keepsmart,  by  unanimous  written
consent pursuant to Section 141(f) of the DGCL, duly adopted resolutions setting
forth an  amendment  to the  Certificate  of  Incorporation  of  Keepsmart  (the
"Certificate  of  Incorporation"),  declaring such amendment to be advisable and
recommended  that  the  amendment  be  put  to a vote  of  the  shareholders  of
Keepsmart. The amendment adopted provides as follows:

         (i) That  Article  First  the  Certificate  of  Incorporation  shall be
amended to read in its entirety as follows:

         "FIRST:  The name of the  corporation  is SmartPros  Ltd.  (hereinafter
         called the "Corporation").";

         3.  That  the  Amendment  was  duly  adopted  in  accordance  with  the
provisions  of Sections 228 and 242 of the DGCL.  Prompt  written  notice of the
adoption of the Amendment herein certified shall be given to those  stockholders
who have not  consented  in writing  thereto,  as provided in Section 228 of the
DGCL.

         4. This Certificate of Amendment shall become effective upon the filing
hereof in the Office of the Secretary of State of the State of Delaware.

         Executed on this 15th day of June, 2001.


                                           Keepsmart.com, Inc.


                                           By:   /s/ Allen S. Greene
                                              -------------------------
                                                     Allen S.Greene
                                                     Chief Executive Officer


<PAGE>

                       CERTIFICATE OF OWNERSHIP AND MERGER

                                       OF

                          VIRTUAL EDUCATION CORPORATION
                           (A CALIFORNIA CORPORATION)

                                      INTO

                                 SMARTPROS LTD.
                            (A DELAWARE CORPORATION)


It is hereby certified that:

         1.  SmartPros   Ltd.   (hereinafter   sometimes   referred  to  as  the
"Corporation") is a business corporation of the State of Delaware.

         2. The  Corporation  is the owner of all of the  outstanding  shares of
common  stock of  Virtual  Education  Corporation  (hereinafter  referred  to as
"VEC"), which is a business corporation of the State of California.

         3. The laws of the  jurisdiction  of  organization  of VEC  permit  the
merger  of  a  business   corporation  of  that  jurisdiction  with  a  business
corporation of another jurisdiction.

         4. The Corporation hereby merges VEC into the Corporation.

         5. The following is a copy of the resolutions  adopted on June 29, 2001
by the  Board of  Directors  of the  Corporation  to merge the said VEC into the
Corporation:

         RESOLVED that VEC be merged into this Corporation,  and that all of the
         estate, property, rights, privileges,  powers, and franchises of VEC be
         vested  in and held  and  enjoyed  by this  Corporation  as  fully  and
         entirely and without  change or diminution as the same were before held
         and enjoyed by VEC in its name.

         And be if further

         RESOLVED that this Corporation assume all of the obligations of VEC.

         And be if further

         RESOLVED  that this  Corporation  shall cause to be executed  and filed
         and/or  recorded the  documents  prescribed by the laws of the State of
         Delaware,  by the laws of the State of  California,  and by the laws of
         any


<PAGE>

         other  appropriate  jurisdiction,  and will cause to be  performed  all
         necessary acts within the  jurisdiction  of  organization of VEC and of
         this Corporation and in any other appropriate jurisdiction.

Executed on this 29th day of June, 2001.


                                                      SMARTPROS LTD.



                                             By:      /s/ William K. Grollman
                                                --------------------------------
                                                      William K. Grollman
                                                      President


<PAGE>

                       CERTIFICATE OF OWNERSHIP AND MERGER

                                       OF

                        CREATIVE VISUAL ENTERPRISES, LTD.
                            (A DELAWARE CORPORATION)

                                      INTO

                                 SMARTPROS LTD.
                            (A DELAWARE CORPORATION)


SmartPros  Ltd.  (hereinafter  sometimes  referred to as the  "Corporation"),  a
corporation  organized and existing under and by virtue of the Delaware  General
Corporation Law, does hereby certify that:

         1. SmartPros Ltd. is a business corporation of the State of Delaware.

         2. The  Corporation  is the owner of all of the  outstanding  shares of
common stock of Creative Visual Enterprises,  Ltd.  (hereinafter  referred to as
"CVE"), which is also a business corporation of the State of Delaware.

         3. On June 29, 2001, the Board of Directors of the Corporation  adopted
the following resolutions to merge CVE into the Corporation:

         RESOLVED that CVE be merged into this Corporation,  and that all of the
         estate, property, rights, privileges,  powers, and franchises of CVE be
         vested  in and held  and  enjoyed  by this  Corporation  as  fully  and
         entirely and without  change or diminution as the same were before held
         and enjoyed by CVE in its name.

         And be if further

         RESOLVED that this Corporation assume all of the obligations of CVE.

         And be if further

         RESOLVED  that this  Corporation  shall cause to be executed  and filed
         and/or  recorded the  documents  prescribed by the laws of the State of
         Delaware,  and by the laws of any other  appropriate  jurisdiction  and
         will  cause to be  performed  all  necessary  acts  within the State of
         Delaware and within any other appropriate jurisdiction.


<PAGE>

Executed on this 29th day of June, 2001.


                                                      SMARTPROS LTD.



                                             By:     /s/ William K. Grollman
                                                --------------------------------
                                                      William K. Grollman
                                                      President


<PAGE>


                           CERTIFICATE OF DESIGNATION
                     OF SERIES A CONVERTIBLE PREFERRED STOCK
                                       OF
                                 SMARTPROS LTD.

             (pursuant to Delaware General Corporation Law, ss. ss. 151(g))

         SMARTPROS LTD., a corporation  organized and existing under the laws of
the State of Delaware  (the  "Company"),  hereby  certifies  that the  following
resolutions were adopted by the Board of Directors of the Company on October 30,
2001 pursuant to Section  151(g) of the Delaware  General  Corporation  Law (the
"GCL"):

         RESOLVED,  that  pursuant  to the  authority  vested  in the  Board  of
Directors pursuant to the provisions of the GCL and the Company's Certificate of
Incorporation,  as amended,  the Corporation is authorized to issue,  out of the
1,000,000  shares  of  preferred  stock,  $.001  par  value  per  share,  of the
Corporation  authorized  in  the  Company's  Certificate  of  Incorporation,  as
amended,  a series of preferred  stock to be designated as "Series A Convertible
Preferred  Stock," $.001 par value per share,  with the  following  preferences,
limitations, and special rights:

         1.       DESIGNATION,  AMOUNT  AND PAR VALUE.  The series of  preferred
stock shall be designated as the Company's Series A Convertible  Preferred Stock
(the "PREFERRED STOCK"), and the number of shares so designated shall be 20,000.
Each share of Preferred Stock shall have a par value of $.001 per share.

         2.       DEFINITIONS.  In addition to the terms  defined  elsewhere  in
this  Certificate  of  Designations,  the  following  terms  have  the  meanings
indicated:

                  "BUSINESS DAY" means any day except  Saturday,  Sunday and any
         day which shall be a federal  legal  holiday in the United  States or a
         day on  which  banking  institutions  in the  State  of  New  York  are
         authorized or required by law or other government action to close.

                  "COMMON  STOCK"  means the common  stock of the  Company,  par
         value $.0001 per share.

                  "COMPANY" means SmartPros Ltd., a Delaware corporation.

                  "CONVERSION  PRICE"  means  $1.25,  as  adjusted  pursuant  to
         Section 14 hereof.

                  "HOLDER" means any holder of Preferred Stock.

                  "JUNIOR  SECURITIES"  means  the  Common  Stock  and all other
         equity  or  equity  equivalent  securities  of  the  Company  that  are
         explicitly junior in liquidation preference to the Preferred Stock.

                  "ORIGINAL  ISSUE DATE" means the date of the first issuance of
         any shares of the Preferred Stock regardless of the number of transfers
         of any particular shares of Preferred


<PAGE>

         Stock and regardless of the number of  certificates  that may be issued
         to evidence such Preferred Stock.

                  "PERSON"  means an  individual  or  corporation,  partnership,
         trust,  incorporated  or  unincorporated  association,  joint  venture,
         limited  liability  company,  joint stock  company,  government  (or an
         agency or subdivision thereof) or other entity of any kind.

                  "UNDERLYING  SHARES" means the shares of Common Stock issuable
         upon conversion of the Preferred Stock.

         3.       DIVIDENDS.

                  (a)      Holders shall not be entitled to receive dividends on
                           the Preferred Stock.

         4.       LIQUIDATION.  Upon any liquidation,  dissolution or winding-up
of the Company, whether voluntary or involuntary (a "LIQUIDATION"),  the Holders
shall be entitled to receive an amount equal to $100 for each share of Preferred
Stock (the  "Liquidation  Value"),  payable  out of the  assets of the  Company,
whether  such  assets are  capital or surplus,  and before any  distribution  or
payment  may be made to the holders of any Junior  Securities.  If the assets of
the Company are insufficient to pay such amounts in full, then the entire amount
of assets to be distributed  shall be distributed  among the Holders  ratably in
accordance  with the amount each Holder would have  received if such assets were
sufficient to pay all such amounts in full.  The Company shall provide notice of
any  Liquidation  to each  record  Holder on the earlier of the day on which the
Company (a) publicly  announces such event or proposed  action,  or (b) notifies
its shareholders of such event or proposed action.

         5.       NO  PAYMENTS ON JUNIOR  SECURITIES.  So long as any  Preferred
Stock is outstanding, (i) neither the Company nor any Subsidiary shall, directly
or indirectly,  redeem,  purchase or otherwise  acquire any Junior Securities or
set aside any monies for such a redemption,  purchase or other acquisition,  and
(ii) the Company shall not pay or declare any dividend or make any  distribution
on any Junior Securities,  except stock dividends on the Common Stock payable in
additional  shares of Common  Stock and  dividends  due and paid in the ordinary
course on  preferred  stock of the  Company at such  times as the  Company is in
compliance with its obligations hereunder.

         6.       REGISTRATION  OF PREFERRED  STOCK.  The Company shall register
shares of the Preferred Stock,  upon records to be maintained by the Company for
that purpose (the "PREFERRED STOCK REGISTER"), in the name of the record Holders
thereof from time to time. The Company may deem and treat the registered  Holder
of shares of Preferred  Stock as the absolute  owner  thereof for the purpose of
any  conversion  hereof or any  distribution  to such Holder,  and for all other
purposes, absent actual notice to the contrary.

         7.       REGISTRATION  OF  TRANSFERS.  The Company  shall  register the
transfer of any shares of Preferred Stock in the Preferred Stock Register,  upon
surrender of  certificates  evidencing such shares to the Company at its address
specified  herein.  Upon any such  registration  or transfer,  a new certificate
evidencing the shares of Preferred Stock so transferred shall be issued to the


                                        2
<PAGE>

transferee and a new certificate  evidencing the remaining portion of the shares
not so transferred, if any, shall be issued to the transferring Holder.

         8.       CONVERSION.

                  (a)      At the option of any Holder, any Preferred Stock held
by such Holder may be converted  into Common Stock based on the  then-applicable
Conversion  Price.  A Holder  may  convert  Preferred  Stock into  Common  Stock
pursuant to this  paragraph at any time and from time to time after the Original
Issue Date,  by  delivering  to the  Company a  conversion  notice,  in the form
attached hereto as EXHIBIT A (a "CONVERSION  NOTICE"),  appropriately  completed
and duly  signed,  and the date any such  Conversion  Notice is delivered to the
Company (as  determined in accordance  with the notice  provisions  hereof) is a
"CONVERSION DATE."

                  (b)      Each   share  of  Series  A  Preferred   Stock  shall
automatically  be converted  into shares of Common  Stock at the  then-effective
Conversion  Price  (i)  immediately  prior  to the  closing  of the  sale of the
Corporation's Common Stock in a firm commitment, underwritten public offering (a
"QUALIFIED  PUBLIC  OFFERING")  registered  under the Securities Act of 1933, as
amended (the "SECURITIES  ACT") (other than a registration  relating solely to a
transaction  under Rule 145 under the Securities Act (or any successor  thereto)
or to an employee  benefit  plan of the  Corporation)  for gross  proceeds of at
least five million  dollars  ($5,000,000),  or (ii) upon the election of holders
representing  more  than  sixty  percent  (60%)  of  the  voting  power  of  all
then-outstanding shares of Series A Preferred Stock, voting together as a single
class.  All  holders  of  record of shares  of  Series A  Preferred  Stock  then
outstanding  shall be given at least ten (10) days' prior written  notice of the
date fixed and the place designated for mandatory  conversion of all such shares
of Series A Preferred Stock pursuant to this Section 8(b).

         9.       MECHANICS OF CONVERSION.

                  (a)      The  number of  Underlying  Shares  issuable upon any
conversion of a share of Preferred  Stock  hereunder shall equal the Liquidation
Value on the Conversion  Date of such share of Preferred  Stock to be converted,
divided by the Conversion Price in effect on the Conversion Date.

                  (b)      Upon  conversion of any Preferred  Stock, the Company
shall promptly upon receipt of the  certificate  evidencing the Preferred  Stock
issue or cause to be issued  and cause to be  delivered  to or upon the  written
order of the  Holder and in such name or names as the  Holder  may  designate  a
certificate for the Underlying Shares issuable upon such conversion. The Holder,
or any Person so designated by the Holder to receive Underlying Shares, shall be
deemed to have  become  holder of  record  of such  Underlying  Shares as of the
Conversion Date.

                  (c)      If  a Holder is  converting  less than all  shares of
Preferred Stock represented by the certificate or certificates delivered by such
Holder to the Company in connection with such conversion,  or if such conversion
cannot be effected in full for any reason, the Company shall promptly deliver to
such Holder a new  certificate  representing  the number of shares of  Preferred
Stock not converted.


                                        3
<PAGE>

         10.      VOTING RIGHTS.

                  (a)      The  holder of each share of Series A Preferred Stock
shall be entitled to notice of any stockholders' meeting, in accordance with the
bylaws  of the  Corporation,  and shall  vote as a single  class  together  with
holders of the Common Stock upon the  election of  directors  and upon any other
matter submitted to a vote of stockholders, except those matters required by law
or by the  Certificate  of  Incorporation  to be  submitted  to a class vote and
except as  otherwise  set forth  herein.  The  holder of each  share of Series A
Preferred  Stock  shall be  entitled  to that number of votes as is equal to the
number of  Underlying  Shares into which each share of Series A Preferred  Stock
could be converted  on the record date for the vote or consent of  stockholders.
Fractional votes shall not,  however,  be permitted,  and any fractional  voting
rights resulting from the above formula (after  aggregating all shares of Series
A Preferred Stock held by each holder) shall be disregarded.

                  (b)      So   long  as  any  shares  of  Preferred  Stock  are
outstanding,  the Company shall not, without the affirmative vote of the Holders
of sixty percent (60%) of the shares of Preferred  Stock then  outstanding,  (a)
alter or  change  adversely  the  powers,  preferences  or  rights  given to the
Preferred Stock or alter or amend this Certificate of Designation, (b) authorize
or create any class of stock ranking as to dividends or  distribution  of assets
upon a Liquidation senior to with the Preferred Stock, (c) amend its certificate
or  articles  of  incorporation  or  other  charter  documents  so as to  affect
adversely any rights of the Holders,  or (d) increase the  authorized  number of
shares of Preferred Stock.

         11.      CHARGES,  TAXES AND EXPENSES.  Except as otherwise provided in
this Section 11, issuance of certificates  for shares of Preferred Stock and for
shares issued on conversion of (or otherwise in respect of) the Preferred  Stock
shall be made  without  charge to the  Holders  for any issue or  transfer  tax,
withholding  tax,  transfer  agent fee or other  incidental  tax or  expense  in
respect of the  issuance of such  certificates,  all of which taxes and expenses
shall be paid by the Company;  provided,  however, that the Company shall not be
required to pay any tax that may be payable in respect of any transfer  involved
in the registration of any certificates for Common Stock or Preferred Stock in a
name other than that of the  Holder.  The Holder  shall be  responsible  for all
other tax liability  that may arise as a result of holding or  transferring  the
Preferred  Stock or  receiving  Underlying  Shares in respect  of the  Preferred
Stock.

         12.      REPLACEMENT   CERTIFICATES.   If  any  certificate  evidencing
Preferred Stock or Underlying  Shares is mutilated,  lost,  stolen or destroyed,
the Company shall issue or cause to be issued in exchange and  substitution  for
and  upon  cancellation  hereof,  or  in  lieu  of  and  substitution  for  such
certificate,  a new  certificate,  but only upon receipt of evidence  reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable indemnity, if requested.  Applicants for a new certificate under such
circumstances  shall also  comply  with such other  reasonable  regulations  and
procedures and pay such other  reasonable  third-party  costs as the Company may
prescribe.

         13.      RESERVATION  OF UNDERLYING  SHARES. The Company covenants that
it will at all times  reserve and keep  available  out of the  aggregate  of its
authorized but unissued and otherwise  unreserved  Common Stock,  solely for the
purpose of enabling it to issue Underlying


                                        4
<PAGE>

Shares as required  hereunder,  the number of  Underlying  Shares which are then
issuable and  deliverable  upon the  conversion of (and otherwise in respect of)
all outstanding  Preferred Stock (taking into account the adjustments of SECTION
15), free from  preemptive  rights or any other  contingent  purchase  rights of
persons other than the Holder.  The Company covenants that all Underlying Shares
so issuable and  deliverable  shall,  upon issuance in accordance with the terms
hereof, be duly and validly authorized, issued and fully paid and nonassessable.

         14.      CERTAIN  ADJUSTMENTS.  The  Conversion  Price  is  subject  to
adjustment from time to time as set forth in this SECTION 14.

                  (a)      STOCK  DIVIDENDS AND SPLITS.  If the Company,  at any
time while  Preferred  Stock is  outstanding,  (i) pays a stock  dividend on its
Common Stock or otherwise  makes a  distribution  on any class of capital  stock
that is payable in shares of Common Stock, (ii) subdivides outstanding shares of
Common Stock into a larger number of shares,  (iii) combines  outstanding shares
of  Common  Stock  into  a  smaller   number  of  shares,   or  (iv)  issues  by
reclassification  of shares of the  Common  Stock  any other  shares of  capital
stock,  then in each such case the  Conversion  Price shall be  multiplied  by a
fraction of which the  numerator  shall be the number of shares of Common  Stock
(excluding  treasury shares, if any) outstanding  immediately  before such event
and of which the  denominator  shall be the  number  of  shares of Common  Stock
outstanding immediately after such event. Any adjustment made pursuant to clause
(i) of this paragraph shall become effective  immediately  after the record date
for the  determination  of  stockholders  entitled to receive  such  dividend or
distribution, and any adjustment pursuant to clauses (ii), (iii) or (iv) of this
paragraph shall become  effective  immediately  after the effective date of such
subdivision,  combination  or  reclassification.   If  any  event  requiring  an
adjustment under this paragraph occurs during the period that a Conversion Price
is calculated hereunder,  then the calculation of such Conversion Price shall be
adjusted appropriately to reflect such event.

                  (b)      PRO RATA  DISTRIBUTIONS.  If the Company, at any time
while Preferred Stock is outstanding, distributes to all holders of Common Stock
(i) evidences of its indebtedness,  (ii) any security (other than a distribution
of Common Stock covered by the preceding paragraph), (iii) rights or warrants to
subscribe for or purchase any  security,  or (iv) any other asset (in each case,
"DISTRIBUTED PROPERTY"), then, at the request of any Holder delivered before the
90th day after the record date fixed for determination of stockholders  entitled
to receive such  distribution,  the Company will deliver to such Holder,  within
five days  after such  request  (or,  if later,  on the  effective  date of such
distribution),  the  Distributed  Property  that  such  Holder  would  have been
entitled to receive in respect of the Underlying  Shares for which such Holder's
Preferred Stock could have been converted immediately prior to such record date.
If such  Distributed  Property  is not  delivered  to a Holder  pursuant  to the
preceding  sentence,  then upon any  conversion  of Preferred  Stock that occurs
after such record date, such Holder shall be entitled to receive, in addition to
the Underlying Shares otherwise  issuable upon such conversion,  the Distributed
Property that such Holder would have been entitled to receive in respect of such
number of  Underlying  Shares  had the  Holder  been the  record  holder of such
Underlying Shares immediately prior to such record date.

                  (c)      FUNDAMENTAL  TRANSACTIONS.  If,  at  any  time  while
Preferred  Stock  is  outstanding,   (i)  the  Company  effects  any  merger  or
consolidation of the Company with or into


                                        5
<PAGE>

another Person, (ii) the Company effects any sale of all or substantially all of
its assets in one or a series of related transactions, (iii) any tender offer or
exchange offer (whether by the Company or another Person) is completed  pursuant
to which  holders of Common  Stock are  permitted  to tender or  exchange  their
shares for other securities,  cash or property,  or (iv) the Company effects any
reclassification  of the Common Stock or any compulsory share exchange  pursuant
to which the Common Stock is  effectively  converted into or exchanged for other
securities,  cash or property (in any such case, a  "FUNDAMENTAL  TRANSACTION"),
then upon any subsequent  conversion of Preferred Stock,  each Holder shall have
the right to receive,  for each  Underlying  Share that would have been issuable
upon such  conversion  absent such  Fundamental  Transaction,  the same kind and
amount of securities, cash or property as it would have been entitled to receive
upon the occurrence of such Fundamental  Transaction if it had been, immediately
prior to such Fundamental  Transaction,  the holder of one share of Common Stock
(the "ALTERNATE CONSIDERATION"). If holders of Common Stock are given any choice
as to  the  securities,  cash  or  property  to  be  received  in a  Fundamental
Transaction, then each Holder shall be given the same choice as to the Alternate
Consideration  it receives upon any conversion of Preferred Stock following such
Fundamental  Transaction.  To the extent  necessary to effectuate  the foregoing
provisions, any successor to the Company or surviving entity in such Fundamental
Transaction shall issue to the Holder a new series of preferred stock consistent
with the foregoing  provisions and evidencing the Holders' right to convert such
preferred  stock  into  Alternate  Consideration.  The  terms  of any  agreement
pursuant to which a  Fundamental  Transaction  is effected  shall  include terms
requiring any such  successor or surviving  entity to comply with the provisions
of this  paragraph  (c) and  insuring  that  the  Preferred  Stock  (or any such
replacement security) will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction.

                  (d)      SUBSEQUENT EQUITY SALES.

                           (i)      If,  at any time  while  Preferred  Stock is
                  outstanding,  the Company issues  additional  shares of Common
                  Stock or rights, warrants, options or other securities or debt
                  convertible,  exercisable or exchangeable for shares of Common
                  Stock or otherwise  entitling any Person to acquire  shares of
                  Common Stock  (collectively,  "COMMON STOCK  EQUIVALENTS"  and
                  together with Common Stock  sometimes  hereinafter  called "CS
                  SECURITIES")  at an effective  price per share of Common Stock
                  (the  "EFFECTIVE  PRICE") less than the  Conversion  Price (as
                  adjusted  hereunder to such date),  then the Conversion  Price
                  shall be reduced to equal the Effective Price. For purposes of
                  the foregoing  adjustment,  in connection with any issuance of
                  any Common Stock Equivalents, (x) the maximum number of shares
                  of  Common  Stock  potentially   issuable  at  any  time  upon
                  conversion,   exercise  or  exchange  of  such  Common   Stock
                  Equivalents  (the  "DEEMED  NUMBER")  shall  be  deemed  to be
                  outstanding  upon  issuance of such Common Stock  Equivalents,
                  (y) the Effective Price  applicable to such Common Stock shall
                  equal the minimum dollar value of consideration payable to the
                  Company to  purchase  such  Common  Stock  Equivalents  and to
                  convert,  exercise or exchange them into Common Stock, divided
                  by the Deemed Number,  and (z) no further  adjustment shall be
                  made to the  Conversion  Price  upon the  actual  issuance  of
                  Common  Stock upon  conversion,  exercise  or exchange of such
                  Common Stock Equivalents.


                                        6
<PAGE>

                           (ii)     If, at any  time  while  Preferred  Stock is
                  outstanding, the Company or any Subsidiary has outstanding any
                  Common Stock  Equivalents  with an Effective Price that floats
                  or resets or  otherwise  varies or is  subject  to  adjustment
                  based on market prices of the Common Stock (a "FLOATING  PRICE
                  SECURITY"),  then  for  purposes  of  applying  the  preceding
                  paragraph in connection  with any subsequent  conversion,  the
                  Effective   Price  will  be  determined   separately  on  each
                  Conversion  Date  and  will be  deemed  to  equal  the  lowest
                  Effective  Price at which any  holder of such  Floating  Price
                  Security is entitled to acquire shares of Common Stock on such
                  Conversion  Date   (regardless  of  whether  any  such  holder
                  actually acquires any shares on such date).

                           (iii)    Notwithstanding the foregoing, no adjustment
                  will be made  under this  Section  14(d) in respect of (a) any
                  grant  of  options  to  employees,   officers,   directors  or
                  consultants  of the Company  pursuant to any stock option plan
                  duly  adopted by the  Company's  board of  directors,  (b) the
                  issuance of CS  Securities  upon exercise of any such options,
                  (c) the  issuance of any CS  Securities  issued in  connection
                  with  any  contractual  strategic  alliances  approved  by the
                  Company's Board of Directors; (d) any Common Stock issued upon
                  the  conversion  or exercise of any Common  Stock  Equivalents
                  outstanding as of the date hereof;  or (e) the issuance of any
                  CS  Securities  for a  consideration  other  than  cash,  cash
                  equivalents, notes or other receivables.

                  (e)      CALCULATIONS.  All calculations under this SECTION 15
shall  be made to the  nearest  cent  or the  nearest  1/100th  of a  share,  as
applicable.  The number of shares of Common Stock  outstanding at any given time
shall not include shares owned or held by or for the account of the Company, and
the  disposition  of any such  shares  shall be  considered  an issue or sale of
Common Stock.

                  (f)      NOTICE  OF  ADJUSTMENTS. Upon  the occurrence of each
adjustment pursuant to this SECTION 14, the Company at its expense will promptly
compute  such  adjustment  in  accordance  with the terms  hereof and  prepare a
certificate describing in reasonable detail such adjustment and the transactions
giving rise thereto,  including  all facts upon which such  adjustment is based.
Upon  written  request,  the Company will  promptly  deliver a copy of each such
certificate to each Holder and to the Transfer Agent.

                  (g)      NOTICE  OF  CORPORATE  EVENTS.  If  the  Company  (i)
declares a  dividend  or any other  distribution  of cash,  securities  or other
property  in respect of its  Common  Stock,  including  without  limitation  any
granting of rights or warrants to subscribe for or purchase any capital stock of
the Company or any  Subsidiary,  (ii)  authorizes  or approves,  enters into any
agreement  contemplating  or solicits  stockholder  approval for any Fundamental
Transaction  or (iii)  authorizes  the  voluntary  dissolution,  liquidation  or
winding up of the affairs of the Company, then the Company shall deliver to each
Holder  a  notice   describing   the  material  terms  and  conditions  of  such
transaction,  on the  earlier  of the day on  which  the  Company  (a)  publicly
announces such proposed action or (b) notifies its Shareholders of such proposed
action,  and the Company  will take all steps  reasonably  necessary in order to
insure  that each  Holder is given the  practical  opportunity  to  convert  its
Preferred  Stock prior to such time so as to participate in or vote with respect
to such transaction;  provided, however, that the failure to deliver such notice
or


                                        7
<PAGE>

any defect  therein  shall not  affect  the  validity  of the  corporate  action
required to be described in such notice.

         15.      FRACTIONAL  SHARES. The Company shall not be required to issue
or cause to be issued  fractional  Underlying  Shares on conversion of Preferred
Stock. If any fraction of a Underlying Share would, except for the provisions of
this Section,  be issuable upon conversion of Preferred Stock, the Company shall
pay an  amount  in cash  equal  to the  value  of a share  of  Common  Stock  as
determined in good faith by the Company's Board of Directors, multiplied by such
fraction;  provided  that,  no payment  shall be required to be made to a Holder
pursuant to this sentence  until the aggregate  amount payable to such Holder in
connection  with such  conversion  (together  with  unpaid  amounts  from  prior
conversions)  exceeds $100, at which time all previously deferred payments shall
be made.

         16.      NOTICES.  Any and  all  notices  or  other  communications  or
deliveries  hereunder (including without limitation any Conversion Notice) shall
be in writing and shall be deemed given and effective on the earliest of (i) the
date of transmission, if such notice or communication is delivered via facsimile
at the facsimile  number  specified in this Section prior to 4:30 p.m. (New York
City  time) on a  Business  Day,  (ii) the next  Business  Day after the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  number  specified in this Section later than 4:30 p.m. (New York City
time) on any day, or (iii) the Business Day  following  the date of mailing,  if
sent by nationally  recognized overnight courier service. The addresses for such
communications shall be: (i) if to the Company, to 12 Skyline Drive,  Hawthorne,
New York 10532, facsimile: (914) 345-2603, Attention Allen Greene, or (ii) if to
a  Holder,  to the  address  or  facsimile  number  appearing  on the  Company's
stockholder records or such other address or facsimile number as such Holder may
provide to the Company in accordance with this Section.

         17.      MISCELLANEOUS.

                  (a)      The  headings herein are for convenience only, do not
constitute a part of this Certificate of Designations and shall not be deemed to
limit or affect any of the provisions hereof.

                  (b)      No   waiver  of  any  default  with  respect  to  any
provision, condition or requirement of this Certificate of Designations shall be
deemed to be a  continuing  waiver in the  future or a waiver of any  subsequent
default or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of either party to exercise  any right  hereunder in
any manner impair the exercise of any such right.


                                       8
<PAGE>

                                    EXHIBIT A
                            FORM OF CONVERSION NOTICE

(To be executed by the registered Holder in order to convert shares of Preferred
Stock)

The  undersigned  hereby  elects  to  convert  the  number of shares of Series A
Convertible  Preferred Stock  indicated  below into shares of common stock,  par
value  $.01 per share  (the  "COMMON  STOCK"),  of  SmartPros  Ltd.,  a Delaware
corporation (the "COMPANY"),  according to the conditions hereof, as of the date
written below.


                  --------------------------------------------------------------
                  Date to Effect Conversion


                  --------------------------------------------------------------
                  Number of shares of Preferred Stock owned prior to Conversion


                  --------------------------------------------------------------
                  Number of shares of Preferred Stock to be Converted


                  --------------------------------------------------------------
                  Liquidation Value of shares of Preferred Stock to be Converted


                  --------------------------------------------------------------
                  Number of shares of Common Stock to be Issued


                  --------------------------------------------------------------
                  Applicable Conversion Price


                  --------------------------------------------------------------
                  Number of shares of Preferred Stock subsequent to Conversion

The  undersigned (i) hereby  covenants and agrees that the undersigned  will not
sell or otherwise dispose of the shares of Common Stock to be delivered pursuant
to this  Conversion  Notice (the  "Shares")  except (a) pursuant to an effective
registration  statement (the "Registration  Statement") under the Securities Act
of 1933, as amended (the "Act"), or (b) pursuant to an exemption therefrom;  and
(ii) hereby acknowledges that the Shares may bear a legend to such effect.


                  --------------------------------------------------------------
                     Name of Holder

                  By: __________________________________________________________

                  Name: ________________________________________________________

                  Title: _______________________________________________________


                                       9
<PAGE>

         IN WITNESS  WHEREOF,  SMARTPROS  LTD.  has caused this  certificate  of
Designation  to be  signed  by  William  Grollman,  its  President,  who  hereby
acknowledges  under  penalties of perjury that the facts herein  stated are true
and that this certificate is the act and deed of the Corporation,  this 19th day
of November, 2001.


                                                    SMARTPROS LTD.


                                                    By:   /s/ William Grollman
                                                       -------------------------
                                                       Name:  William Grollman
                                                       Title: President


                                       10
<PAGE>

                           CERTIFICATE OF AMENDMENT OF
                           CERTIFICATE OF DESIGNATION
                                       OF
                                 SMARTPROS, LTD.
                                       FOR
                      SERIES A CONVERTIBLE PREFERRED STOCK

         SmartPros,  Ltd. (hereinafter called the "Corporation"),  a corporation
organized and existing by virtue of the General  Corporation Law of the State of
Delaware, does hereby certify:

         1. The name of the Corporation is SmartPros, Ltd.

         2. By  unanimous  written  consent  of the  Board of  Directors  of the
Corporation  (the "Board") in February,  2002 the following  resolution was duly
adopted:

         WHEREAS,  the  Certificate  of  Incorporation  of the  Corporation,  as
amended,   authorizes  preferred  stock  consisting  of  1,000,000  shares  (the
"Preferred Stock"), par value $.001 per share, issuable from time to time in one
or more series; and

         WHEREAS, the Board is authorized,  subject to limitations prescribed by
law and by the provisions of Article Fourth of the Corporation's  Certificate of
Incorporation,  to amend the  number of shares to be  included  in any series of
Preferred  Stock and to amend the rights,  preferences  and  limitations  of the
shares of such series; and

         WHEREAS, it is the desire of the Board to amend the rights, preferences
and limitations of the shares of Series A Convertible Preferred Stock ("Series A
Preferred Stock").

         NOW,  THEREFORE,  BE IT RESOLVED that the Certificate of Designation of
the Corporation  with respect to the Series A Preferred Stock, is hereby amended
and the rights, preferences,  powers, restrictions and limitations of the Series
A Preferred Stock are hereby amended as follows:

         1.       Section  8(b) is hereby  amended  to  provide  that  automatic
conversion of the Series A Preferred  Stock shall take place upon the closing of
an initial public  offering of the  Corporation's  Common Stock at a price of at
least  $2.50 per share for gross  proceeds of at least  $10,000,000  or upon the
vote of more than 60% of the outstanding shares of the Series A Preferred Stock.
Accordingly, Section 8(b) is hereby amended to read as follows:

         "(b)     Each  share of Series A Preferred Stock shall automatically be
         converted into shares of Common Stock at the then-effective  Conversion
         Price  (i)  immediately  prior  to  the  closing  of  the  sale  of the
         Corporation's  Common Stock in a firm commitment,  underwritten  public
         offering  (a  "QUALIFIED   PUBLIC   OFFERING")   registered  under  the
         Securities Act of 1933, as amended (the "SECURITIES ACT") (other than a
         registration  relating solely to a transaction under Rule 145 under the
         Securities  Act (or any  successor  thereto) or to an employee  benefit
         plan of the  Corporation)  for gross  proceeds  of at least ten million
         dollars  ($10,000,000)  at a price per share of at least $2.50, or (ii)
         upon the election of holders representing more than sixty percent (60%)
         of the  voting  power  of  all  then-outstanding  shares  of  Series  A
         Preferred  Stock,  voting  together as a single  class.  All holders of
         record of shares of Series A Preferred Stock then outstanding  shall be
         given at least ten (10) days'  prior  written  notice of the date fixed
         and the place designated for mandatory conversion of all such shares of
         Series A Preferred Stock pursuant to this Section 8(b)."


<PAGE>

         2.       The  amendment  of the  Certificate  of  Incorporation  herein
certified  has been duly adopted in accordance  with the  provisions of Sections
228 and 242 of the  General  Corporation  Law of the State of  Delaware.  Prompt
written notice of the adoption of the amendment  herein certified has been given
to those stockholders who have not consented in writing thereto,  as provided in
Section 228 of the General Corporation law of the State of Delaware.

         IN WITNESS WHEREOF,  this Certificate is subscribed as of this 18th day
of July, 2002 by the undersigned who affirms under penalties of perjury that the
statements contained herein are true and correct.


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


                                       2
<PAGE>

                           CERTIFICATE OF AMENDMENT OF
                           CERTIFICATE OF DESIGNATION
                                       OF
                                 SMARTPROS LTD.
                                       FOR
                      SERIES A CONVERTIBLE PREFERRED STOCK

         SmartPros,  Ltd.  (hereinafter  called the  "Company"),  a  corporation
organized and existing by virtue of the General  Corporation Law of the State of
Delaware, does hereby certify:

         1. The name of the corporation is SmartPros Ltd.

         2. At a meeting of the Board of Directors of the Company (the  "Board")
on February 10, 2004 the following resolution was duly adopted:

         WHEREAS,  it is  the  desire  of  the  Board  to  amend  the  automatic
conversion  condition  of the  shares of Series A  Convertible  Preferred  Stock
("Series A Preferred Stock");

         BE IT RESOLVED,  subject to stockholder approval,  that Section 8(b) of
the  Certificate  of  Designation of Series A Preferred  Stock,  as amended,  is
hereby  amended,  and  the  rights,   preferences,   powers,   restrictions  and
limitations of the Series A Preferred Stock are hereby amended,  to provide that
automatic  conversion of the Series A Preferred  Stock shall take place upon the
closing of an initial public  offering of the Company's  Common Stock at a price
of at least $2.00 per share for gross  proceeds of at least  $7,000,000  or upon
the vote of more than 60% of the  outstanding  shares of the Series A  Preferred
Stock. Accordingly, Section 8(b) is hereby amended to read as follows:

         "(b) Each share of Series A  Preferred  Stock  shall  automatically  be
         converted into shares of Common Stock at the then-effective  Conversion
         Price (i) immediately prior to the closing of the sale of the Company's
         Common  Stock in a firm  commitment,  underwritten  public  offering (a
         "QUALIFIED  PUBLIC  OFFERING")  registered  under the Securities Act of
         1933,  as amended (the  "SECURITIES  ACT")  (other than a  registration
         relating  solely to a transaction  under Rule 145 under the  Securities
         Act (or any  successor  thereto) or to an employee  benefit plan of the
         Company)  for  gross  proceeds  of  at  least  seven  million   dollars
         ($7,000,000)  at a price per  share of at least  $2.00 or (ii) upon the
         election of holders  representing  more than sixty percent (60%) of the
         voting  power of all  then-outstanding  shares  of  Series A  Preferred
         Stock,  voting  together  as a single  class.  All holders of record of
         shares of Series A Preferred Stock then  outstanding  shall be given at
         least  two (2) days'  prior  written  notice of the date  fixed and the
         place designated for mandatory  conversion of all such shares of Series
         A Preferred Stock pursuant to this Section 8(b)."


         2.       The  amendment  of the  Certificate  of  Incorporation  herein
certified  has been duly adopted in accordance  with the  provisions of Sections
228 and 242 of the  General  Corporation  Law of the State of  Delaware.  Prompt
written notice of the adoption of the amendment  herein certified has been given
to those stockholders who have not consented in writing thereto,  as provided in
Section 228 of the General Corporation law of the State of Delaware.


<PAGE>

         IN WITNESS WHEREOF,  this Certificate is subscribed as of this 24th day
of February, 2004 by the undersigned who affirms under penalties of perjury that
the statements contained herein are true and correct.


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


                                       2
<PAGE>

                            CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION

                                       OF

                                 SMARTPROS LTD.
                           --------------------------
                         PURSUANT TO SECTION 242 OF THE
                        DELAWARE GENERAL CORPORATION LAW
                           --------------------------

         SmartPros Ltd. (the  "Company"),  a corporation  organized and existing
under and by virtue of the Delaware  General  Corporation  Law (the "DGCL") does
hereby certify that:

         1. The name of the Company is SmartPros Ltd.

         2. The Certificate of Incorporation of the Company (the  "Certificate")
is hereby amended to: (a) increase the authorized capitalization from 21,000,000
to  31,000,000  shares,  consisting  of  30,000,000  shares of common  stock and
1,000,000  shares of  preferred  stock;  and (b) divide the  Company's  Board of
Directors into three (3) classes.

         3. In order to effect the changes described in Paragraph 2 hereof,  the
Certificate is hereby amended as follows:

         (i)      The  first sentence of Article Fourth of the Certificate shall
         hereby be amended in its entirety to read as follows:

         "FOURTH:.  The aggregate number  of shares which the Corporation  shall
         have authority to issue is  31,000,000,  of which  30,000,000  shall be
         shares of Common Stock, par value $.0001 per share (the "Common Stock")
         and 1,000,000 shall be shares of Preferred  Stock,  par value $.001 per
         share (the "Preferred Stock").";

         and

         (ii)     Supplementing  Article Eighth of the  Certificate by inserting
         at the end thereof the following paragraph 4.:

                  "4.      Until  the consummation of an initial public offering
         (an "IPO") of the Common  Stock under the  Securities  Act of 1933,  as
         amended (the "Act"),  the Corporation shall have one or more directors,
         the number of directors to be determined from time to time by vote of a
         majority  of  the  directors  then  in  office.  Immediately  upon  the
         consummation of an IPO, the following provisions shall apply:

         A.       NUMBER  OF   DIRECTORS.   The  number  of   directors  of  the
                  Corporation  shall not be less than one.  The exact  number of
                  directors  within the  limitations  specified in the preceding
                  sentence shall be fixed from time to time by, or in the manner
                  provided in, the Corporation's Bylaws.

         B.       CLASSES OF DIRECTORS.  The Board of Directors  shall be and is
                  divided into three  classes:  Class I, Class II and Class III.
                  No one class shall have more than one  director  more than any
                  other  class.  If a  fraction  is  contained  in the  quotient


<PAGE>

                  arrived at by dividing the  designated  number of directors by
                  three, then if such fraction is one-third,  the extra director
                  shall  be a  member  of  Class  II,  and if such  fraction  is
                  two-thirds,  one of the extra  directors  shall be a member of
                  Class II and one of the extra  directors  shall be a member of
                  Class  III,  unless  otherwise  provided  from time to time by
                  resolution adopted by the Board of Directors.  The persons who
                  shall  serve as the  initial  Class I,  Class II and Class III
                  directors  upon  consummation  of the IPO may be designated by
                  the Board of Directors prior to such IPO.

         C.       DIRECTORS  TERMS  OF  OFFICE.  Except  as  otherwise  provided
                  herein,  each  director  shall  serve for a term ending on the
                  date of the third annual meeting of the stockholders following
                  the annual  meeting  at which such  director  was  elected.  A
                  director  shall hold office  until the annual  meeting for the
                  year in which his term expires and until his  successor  shall
                  be  elected  and shall  qualify,  subject,  however,  to prior
                  death,  resignation,  retirement,  disqualification or removal
                  from office for cause.  Each  initial  Class I director  shall
                  serve for a one year  term;  each  initial  Class II  director
                  shall serve for a two year term;  and each  initial  Class III
                  director  shall  serve for a three year term.  Notwithstanding
                  the  foregoing,  the term of each director shall be subject to
                  the election and  qualification  of his  successor  and to his
                  earlier death, resignation or removal.

         D.       ALLOCATION  OF  DIRECTORS   AMONG  CLASSES  IN  THE  EVENT  OF
                  INCREASES  OR  DECREASES  IN THE NUMBER OF  DIRECTORS.  In the
                  event of any increase or decrease in the authorized  number of
                  directors,  (i)  each  director  then  serving  as such  shall
                  nevertheless  continue  as a director of the class of which he
                  is  a  member  and  (ii)  the  newly   created  or  eliminated
                  directorships  resulting  from such increase or decrease shall
                  be  apportioned  among the three classes of directors so as to
                  ensure that no one class has more than one director  more than
                  any other class. To the extent  possible,  consistent with the
                  foregoing rule, any newly created directorships shall be added
                  to those  classes  whose  terms of office are to expire at the
                  latest  dates  following  such   allocation,   and  any  newly
                  eliminated   directorships  shall  be  subtracted  from  those
                  classes  whose terms of offices are to expire at the  earliest
                  dates following such  allocation,  unless  otherwise  provided
                  from  time to time  by  resolution  adopted  by the  Board  of
                  Directors.

         E.       PREFERRED  STOCK  DIRECTORS.  Notwithstanding  the  foregoing,
                  whenever  the holders of any one or more  classes or series of
                  Preferred Stock issued by the Corporation shall have the right
                  to vote separately by class or series to elect directors at an
                  annual or special meeting of stockholders,  the election, term
                  of office,  filling of  vacancies  and other  features of such
                  directorships   shall  be   governed  by  the  terms  of  this
                  Certificate  of  Incorporation  applicable  thereto,  and such
                  directors  so  elected  shall  not  be  divided  into  classes
                  provided by this Article Eighth,  unless expressly provided by
                  such terms.

         F.       STOCKHOLDER NOMINATIONS AND INTRODUCTIONS OF BUSINESS. Advance
                  notice of  stockholder  nominations  for election of directors
                  and other business to be brought by stockholders before either
                  an annual or special meeting of stockholders shall be given in
                  the manner provided by the Bylaws of the Corporation.


                                       2
<PAGE>

         G.       AMENDMENTS TO ARTICLE.  Notwithstanding any other provision of
                  law, this  Certificate of  Incorporation  or the Bylaws of the
                  Corporation,  each as amended,  and  notwithstanding  the fact
                  that  a  lesser  percentage  may  be  specified  by  law,  the
                  affirmative  vote  of the  holders  of at  least  seventy-five
                  percent   (75%)  of  the  shares  of  capital   stock  of  the
                  Corporation  issued  and  outstanding  and  entitled  to  vote
                  generally in the  election of  directors  shall be required to
                  amend or repeal or to adopt any  provision  inconsistent  with
                  this Article EIGHTH."


         4. The amendments of the  Certificate  herein  certified have been duly
adopted in accordance with the provisions of Sections 228 and 242 of the DGCL by
resolution, unanimously adopted by the Directors followed by the Written Consent
of a majority of the Stockholders.

         5. This Certificate of Amendment shall become effective upon the filing
hereof in the Office of the Secretary of State of the State of Delaware.



                           [SIGNATURE PAGE TO FOLLOW]


                                       3
<PAGE>

         Executed on this 3rd day of May, 2004.


                                     SmartPros Ltd.


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


                                       4