SmartPros Ltd · SB-2/A · On 6/30/04 · EX-10.6.2

Filed On 6/30/04 5:14pm ET   ·   SEC File 333-115454   ·   Accession Number 930413-4-3114

Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   ·   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Pre-Effective Amendment to Registration of          HTML    585K 
                          Securities by a Small-Business Issuer                  
 2: EX-4.1      Instrument Defining the Rights of Security Holders     2     13K 
 3: EX-4.2      Instrument Defining the Rights of Security Holders    27    115K 
 4: EX-4.3      Instrument Defining the Rights of Security Holders     2     17K 
 5: EX-4.4      Instrument Defining the Rights of Security Holders     9     43K 
 6: EX-5.1      Opinion re: Legality                                   2     13K 
 7: EX-10.6.1   Material Contract                                     43    220K 
 8: EX-10.6.2   Material Contract                                     13     66K 
 9: EX-10.8     Material Contract                                      5     28K 
10: EX-10.9.1(A)  Material Contract                                   11±    50K 
11: EX-10.9.1(B)  Material Contract                                    2     22K 
12: EX-10.9.1(C)  Material Contract                                    5     39K 
13: EX-10.9.1(D)  Material Contract                                    4     21K 
14: EX-10.9.2(A)  Material Contract                                   11±    50K 
15: EX-10.9.2(B)  Material Contract                                    2     21K 
16: EX-10.9.2(C)  Material Contract                                    5     39K 
17: EX-10.10    Material Contract                                      3     16K 
18: EX-23.1     Consent of Experts or Counsel                          1      8K 

EX-10.6.2   ·   Material Contract
Exhibit Table of Contents

EX-10.6.2
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                                                                       EX-10.6.2

COMMERCIAL LEASE

1.     PARTIES/PROPERTY.                                                        

1.1.   PARTIES 28 South  Main  Street  Realty  Trust,  D/B/A  Koss  Development,
"LESSOR",  does hereby  lease to The Working  Values  Group.  Ltd.  "LESSEE" the
following  described  premises.  The terms LESSOR and LESSEE shall include their
respective heirs, successors and assigns where the context permits.             

1.2.   PROPERTY.   The  "Premises"   shall  consist  of  certain  free  standing
"Building" located at 28 South Main Street Rear Sharon, Massachusetts.  Refer to
diagram.                                                                        

1.3.   Deleted                                                                  

1.4.   ACCESS.  The Building  shall be open and access to the Premises  shall be
freely available, subject to interruption due to causes beyond LESSOR's control.
LESSEE  acknowledges  that, in all events,  LESSEE is responsible  for providing
security to the Premises  and its own  personnel,  and LESSEE  shall  indemnify,
defend with counsel of LESSOR's  selection,  and save LESSOR  harmless  from any
claim for  injury to person or damage to  property  asserted  by any  personnel,
employee,  guest,  invitee or agent of LESSEE  which is suffered or occurs in or
about  the  Premises  or in or about  the  Building  by  reason of the act of an
intruder or any other person in or about the Premises or the Building.          

2.     TERM. The term of this lease shall be for 3 Years, commencing on March 1,
2003 and ending on March 1, 2006.                                               

3.     RENT                                                                     

3.1.   BASIC RENT. The LESSEE  shall pay to the LESSOR basic rent at the rate of
sixteen thousand eight hundred ($16,800) Dollars per year, payable in advance in
monthly  installments,  on the first of each month, of One thousand four hundred
($1,400) Dollars,  without demand,  setoff, or deduction.  **NOTE** SEE ATTACHED
ADDENDUM SUBJECT TO CHANCE BASED ON CONSTRUCTION COSTS.                         

3.2.   ADDITIONAL  RENT. In addition,  all monies  required to be paid by LESSEE
hereunder including as applicable,  but without limitation,  payments for taxes,
shall be  considered  additional  rent  ("Additional  Rent").  LESSEE  shall pay
Additional Rent no later than the times prescribed by the applicable  provisions
of this lease, and in any event no later than ten (10) days after written notice
from LESSOR.  LESSEE WILL PAY ITS PRO RATA SHARE OF 30% OF ANY INCREASES IN REAL
ESTATE TAXES ON THE ENTIRE PROPERTY ABOVE THE FISCAL YEAR 2002 BASE SUCH AMOUNTS
TO BE PAID ON DEMAND TO LESSOR.                                                 

4.     SECURITY DEPOSIT.  Upon the execution of this lease, the LESSEE shall pay
to the LESSOR the amount of Three  thousand five hundred  dollars($3,500,  first
month $700.00 per our agreement,  Last month,  Security)which shall be held in a
non-segregated  account as a security  for the  LESSEE's  performance  as herein
provided  and  refunded  to the LESSEE at the end of this  lease  subject to the
LESSEE's satisfactory compliance with the terms hereof.                         

5.     UTILITIES.                                                               

5.1.   LESSEE.  The  LESSEE  shall  pay,  as they  become  due,  all  bills  for
electricity  and other  utilities  (whether they are used for furnishing heat or
other purposes) that are furnished to the Premises and separately metered.      

5.2.   DELETE                                                                   

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5.3.   ADDITIONAL  UTILITIES.   LESSOR  shall  have  no  obligation  to  provide
utilities  or  equipment  other  than the  utilities  and  equipment  within the
Premises as of the date of this lease. In the event LESSEE  requires  additional
utilities or equipment,  installation and maintenance shall be the LESSEE's sole
obligation,  provided  that  such  installation  shall be  subject  to the prior
written  consent  of the  LESSOR  which  may be given or  withheld  in  LESSOR's
discretion.  All  such  installed  utilities,  and  the  components,   conduits,
connections  and the like,  shall not then be removed from the Premises  without
LESSOR's like consent,  and at lease  termination will become LESSOR's  property
unless  removal is ordered by LESSOR.  In that event,  LESSEE  will  restore the
Premises to its same or better condition as prior to installation.              

6.     USE.                                                                     

6.1.   SPECIFIC  USE. The LESSEE shall use the Premises only for the purposes of
Consulting Business/General Office                                              

6.2.   LIMITATIONS. The LESSEE acknowledges that no trade or occupation shall be
conducted on the Premises which is unlawful,  improper,  noisy or offensive,  or
contrary to any law or any municipal  bylaw or ordinance in force in the Town of
Sharon.  The LESSEE  shall not permit  any use of the  Premises  which will make
voidable any insurance on the property of which the Premises are part, or on the
contents of said  property  or which shall be contrary to any law or  regulation
from  time  to  time  established  by the  New  England  Fire  Insurance  Rating
Association,  or any similar body succeeding to its powers.  The LESSEE shall on
demand reimburse the LESSOR,  and all other tenants all extra insurance premiums
caused by the LESSEE.                                                           

6.3.   SIGNS.  LESSEE  shall  not  place  on  the  exterior  of  exterior  walls
(including  both interior and exterior  surfaces of windows and doors) or on any
part of the Building outside the Premises,  any sign,  symbol,  advertisement or
the like visible to public view outside of the Premises except for a sign on the
door of the Premises of the type commonly and  customarily  found in first-class
office buildings for the purpose of identifying and locating the Premises, which
sign  shall  always be  subject  to the prior  approval  of  LESSOR.  LESSOR has
established  standards  for such signs and LESSEE  agrees to conform to the same
and to submit  for  LESSOR's  prior  approval a plan or sketch of the sign to be
placed on such entry doors. Without limitation,  lettering on windows and window
displays are expressly prohibited.  LESSEE shall insure that all laws, rules and
regulations  relating  to signs are  complied  with.  Two forms of signs will be
permitted subject to design review, One at street level, One on Building.       

7.     LESSOR REPAIR OBLIGATIONS.  The LESSOR agrees to maintain the Building in
the same condition as it is at the  commencement of the term or as it may be put
in during the term of this lease,  reasonable wear and tear,  damage by fire and
other casualty only excepted,  unless to the extent such maintenance is required
because of the actions of LESSEE, its agents, representatives, invitees, guests,
business   invitees,   or  others  for  whose  conduct  the  LESSEE  is  legally
responsible.  LESSOR shall in no event be responsible for the condition of glass
in or about the Premises or the door(s) to the Premises.                        

8.     LESSEE REPAIR  OBLIGATIONS.  LESSEE shall maintain the leased premises in
good,  clean. and safe condition,  and shall on the expiration of this lease, or
sooner  termination  thereof return the leased premises in the same condition as
received  by  LESSEE on the  commencement  Date,  reasonable  wear and tear only
excepted.  The Lessee is responsible for general repair and maintenance on HVAC,
plumbing up to $500.00 annually.                                                

8.1.   INSPECTION.  LESSEE  acknowledges  that it has had prior to  execution of
this lease the  opportunity to inspect the entire Premises and it is not relying
on any representations, expressed or implied, as to its condition.              

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8.2.   REPAIRS.  LESSEE agrees that LESSEE will keep the Premises neat and clean
and maintain in good order,  condition and repair,  excepting only those repairs
for which LESSOR is  responsible  (including  all glass in windows and doors and
the doors  themselves) under the terms of this lease and damage by fire or other
insured  casualty,  and shall  surrender  the Premises at the end of the term in
such condition.  Without limitation,  LESSEE shall maintain and use the Premises
in accordance  with all  applicable  laws,  ordinances,  governmental  rules and
regulations,  directions and orders of officers of governmental  agencies having
jurisdiction and in accordance with the requirements of LESSOR's and/or LESSEE's
insurers, and shall, at LESSEE's own expense,  obtain and maintain in effect all
permits,  licenses and the like  required by  applicable  law.  LESSEE shall not
permit or commit any  waste,  and LESSEE  shall be  responsible  for the cost or
repairs  which  may be made  necessary  by  reason of damage to any areas in the
Building,  including the Premises,  by LESSEE,  LESSEE's contractors or LESSEE's
agents, employees or invitees, or anyone claiming by, through or under LESSEE.  

8.3.   ALTERATIONS.   The  LESSEE  shall  not  make  structural  alterations  or
additions to the Premises, but may make non-structural  alterations provided the
LESSOR  consents in advance  thereto in writing,  which  consent may be given or
withheld  in  LESSOR's  discretion.  All such  allowed  alterations  shall be at
LESSEE's  expense  and  shall  be in  quality  at  least  equal  to the  present
construction. LESSEE shall not permit any mechanics' liens, or similar liens, to
remain upon the Premises  for labor and material  furnished to LESSEE or claimed
to have  been  furnished  to  LESSEE in  connection  with work of any  character
performed or claimed to have been performed at the direction of LESSEE and shall
cause any such  lien to be  released  of  record  without  cost to  LESSOR.  Any
alterations  or  improvements  made by the LESSEE  shall,  at  LESSOR's  written
election,  become the property of the LESSOR at the  termination of occupancy as
provided  herein.  If not, then LESSEE shall at its expense restore the Premises
to its prior condition or better.                                               

9.     SUBLEASE/ASSIGNMENT.  The LESSEE shall be allowed to assign or sublet the
whole or any part of the Premises with LESSOR's  prior  written  consent,  which
shall not be unreasonably withheld.  Notwithstanding such consent,  LESSEE shall
remain liable to LESSOR for the payment of all Basic and Additional Rent and for
the  full  performance  of the  covenants  and  conditions  of  this  lease.  An
assignment to SmartPros  Ltd.  will be approved as an acceptable  assignee up to
July 1st , 2003.                                                                

10.    SUBORDINATION. This lease shall be subject and subordinate to any and all
mortgages, deeds of trust and other instruments in the nature of a mortgage, now
or at any time  hereafter a lien or liens on the  property of which the Premises
are a part and the LESSEE shall,  when requested,  promptly  execute and deliver
such written instruments as shall be necessary to show the subordination of this
lease to said mortgages,  deeds of trust or other such instruments in the nature
of a mortgage.                                                                  

11.    ENTRY. The LESSOR or agents of the LESSOR may, at reasonable times, enter
to view the Premises and may remove  placards and signs not approved and affixed
as herein provided,  and undertake  maintenance and make repairs and alterations
as LESSOR  should  elect to do and may show the  Premises to others,  and at any
time within three (3) months before the expiration of the term, may affix to any
suitable  part of the  Premises a notice for letting or selling the  Premises or
Building and keep the same affixed without hindrance or molestation.            

12.    INDEMNITY/INSURANCE.                                                     

12.1.  LESSEE  INDEMNITY.  To the  maximum  extent  this  agreement  may be made
effective  according to law, LESSEE agrees to indemnify and save harmless LESSOR
from and against all claims of whatever nature arising from any act, omission or
negligence of LESSEE,  or LESSEE's  contractors,  licensees,  invitees,  agents,
servants or employees, or arising from any accident, injury or damage whatsoever
caused to any person,  or to the  property  of any person,  until the end of the
lease term and thereafter,  so long as LESSEE is in occupancy of any part of the
Premises,  within the Premises, or                                              

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arising from any accident,  injury, or damage occurring outside of the Premises,
where such  accident,  damage or injury  results or is claimed to have  resulted
from an act or  omission on the part of LESSEE or  LESSEE's  agents,  employees,
independent contractors or invitees.                                            

This indemnity and hold harmless  agreement shall include  indemnity against all
costs, expenses and liabilities incurred in or in connection with any such claim
or proceeding  brought  thereon,  inclusive or attorney fees and (or) costs, and
the defense thereof.                                                            

12.2.  DELETE                                                                   

12.3.  PUBLIC LIABILITY  INSURANCE.  LESSEE agrees to maintain in full force and
effect  from the date on which  LESSEE  first  enters  the  Premises a policy of
Comprehensive  General Liability  insurance in accordance with the broadest form
of such coverage as is available from time to time in the  jurisdiction in which
the  Premises  are located.  The minimum  limits of liability of such  insurance
shall be $1 million per occurrence,  Bodily Injury Liability  (including death),
and $250,000 per  occurrence,  Property Damage  Liability,  or shall be for such
higher limits, if directed by LESSOR, as are customarily carried in that area in
which the Building is located upon property similar to the Building.  The policy
shall also  include,  but shall not be limited to, the  following  extensions of
coverage: (i) Contractual  Liability,  covering LESSEE's liability assumed under
this lease;  (ii) Personal  Injury  Liability in the amount of $1 million annual
aggregate,  expressly deleting the exclusion relating to contractual  assumption
of liability; (iii) Civil Assault and Battery coverage.                         

LESSEE  agrees that LESSOR will be named as  additional  insured.  Further,  all
policies shall be noncancelable  and nonamendable with respect to LESSOR without
30 days' prior written notice to LESSOR.  A duplicate  original or a Certificate
of Insurance  evidencing the above  agreements shall be delivered to LESSOR upon
the execution of this lease.                                                    

12.4.  LESSEE'S RISK. To the maximum extent this agreement may be made effective
according to law,  LESSEE  agrees to use and occupy the Premises and to use such
other  portions of the  Building  as LESSEE is herein  given the right to use at
LESSEE's own risk; and LESSOR shall have no  responsibility or liability for any
loss of or damage to  fixtures  or other  personal  property  of LESSEE  for any
reason  whatsoever.  The provisions of this Section shall be applicable from and
after  the  execution  of this  lease  and until the later end of the end of the
lease term, or the end of LESSEE's occupancy.                                   

12.5.  INJURY CAUSED BY THIRD PARTIES.  To the maximum extent this agreement may
be made  effective  according  to law,  LESSEE  agrees that LESSOR  shall not be
responsible  or liable to  LESSEE,  or to those  claiming  by,  through or under
LESSEE,  for any loss or damage that may be occasioned by or through the acts or
omissions of persons  occupying  adjoining  premises or any part of the Premises
adjacent to or  connecting  with the  Premises or any part of the  Building,  or
otherwise or for any loss or damage  resulting  to LESSEE or those  claiming by,
through or under LESSEE, or its or their property, from the breaking,  bursting,
stopping or leaking of electric  cables and wires,  water,  gas,  sewer or steam
pipes, and from roof leaks and the like.                                        

13.    LOSS. Should a substantial portion of the Premises, or of the Building or
property  of which they are a part,  be  substantially  damaged by fire or other
casualty,  or be taken by eminent domain, the LESSOR may elect to terminate this
lease. When such fire,  casualty,  or taking renders the Premises  substantially
unusable  for their use  permitted  under this lease,  a just and  proportionate
abatement of rent shall be made (but not in the event such fire is the result of
the act or neglect of LESSEE or those it is responsible for), and the LESSEE may
elect to terminate  this lease if: (a) The LESSOR  fails to give written  notice
within thirty (30) days of its intention to restore Premises,  or (b) The LESSOR
fails to restore the  Premises to a condition  substantially  suitable for their
intended  use within  ninety  (90) days of said fire,  casualty  or taking.     

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The LESSOR reserves,  and the LESSEE grants to the LESSOR,  all rights which the
LESSEE may have for damages or injury to the  Premises for any taking by eminent
domain, except for damage to the LESSEE's fixtures, property, or equipment.     

14.    DEFAULT.                                                                 

14.1.  EVENTS OF DEFAULT. The following shall constitute an "Event of Default": 

       (a)    The LESSEE  shall  default in the  payment of any  installment  of
              Basic Rent or  Additional  Rent or other sum herein  specified and
              such  default  shall  continue for ten (10) days after the payment
due date; or                                        

       (b)    The LESSEE shall default in the  observance or  performance of any
              other  of  the  LESSEE's  covenants,  agreements,  or  obligations
              hereunder  and such default  shall not be corrected  within twenty
(20) days after written notice thereof; or          

       (c)    The LESSEE shall be declared  bankrupt or  insolvent  according to
              law, or, if any assignment shall be made of LESSEE's  property for
the benefit of creditors; or                        

       (d)    Execution by LESSEE of an instrument purporting to assign LESSEE's
              interest  under this lease or sublet the whole or a portion of the
              Premises to a third party  without  LESSEE  having first  obtained
              LESSOR's  prior  express  written  consent to said  assignment  or
subletting.                                         

14.2.  REMEDIES.  Should an Event of Default  occur,  the LESSOR  shall have the
right thereafter,  notwithstanding  any license or former breach or waiver,  and
with or without notice or demand, to reenter and take complete possession of the
Premises  after a period of 10 days to cure the issue,  to  declare  the term of
this lease ended,  and remove the  LESSEE's  effects,  without  prejudice to any
remedies which might be otherwise used for arrears of rent or other default. The
LESSEE shall  indemnify the LESSOR  against all loss of rent and other  payments
which the LESSOR may incur by reason of such  termination  during the residue of
the term. If the LESSEE shall default,  after reasonable notice thereof,  in the
observance or  performance of any conditions or covenants on LESSEE's part to be
observed or performed under or by virtue of any of the provisions in any article
of this lease,  the LESSOR,  without  being  under any  obligation  to do so and
without  thereby  waiving such default,  may remedy such default for the account
and at the expense of the LESSEE.                                               

14.3.  RELETTING. In the event the Premises are relet by LESSOR, LESSEE shall be
entitled to a credit in the net amount of rent  received by LESSOR in reletting,
after  deduction of an expenses  incurred in reletting the Premises  (including,
without  limitation,  remodeling costs,  attorney fees,  brokerage fees, and the
like, and in collecting the rent). It is specifically understood and agreed that
LESSOR shall be entitled to take into account in  connection  with any reletting
of the Premises all relevant  factors and LESSEE  hereby  waives,  to the extent
permitted by applicable law, any obligation LESSOR may have to mitigate LESSEE's
damages in any particular manner.                                               

14.4.  GUARANTY  /CUMULATIVE NATURE. If this lease shall be guaranteed on behalf
of LESSEE,  all of the  foregoing  provisions  of this  Article  with respect to
bankruptcy  of LESSEE,  etc.,  shall be deemed to read "Tenant or the  guarantor
hereof'.  Each right and remedy of LESSOR  provided  for in this lease  shall be
cumulative and shall be in addition to every other right or remedy  provided for
in this lease not now or hereafter existing at law or in equity or by statute or
otherwise, and the exercise or beginning of the exercise by LESSOR of any one or
more of the rights or remedies provided for in this lease or now or             

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hereafter  existing  at law or in equity or by  statute or  otherwise  shall not
preclude the simultaneous or later exercise by LESSOR of any or all other rights
or remedies provided for in this lease or now or hereafter existing at law or in
equity or by statute or otherwise.                                              

14.5.  INTEREST.  If any payment of rent or any other payment payable  hereunder
by LESSEE to LESSOR  shall not be paid when due,  the same shall  bear  interest
from the date when the same was payable until the date paid at the lesser of (a)
eighteen percent (18%) per annum,  compounded monthly, or (b) the highest lawful
rate of  interest  which  LESSOR  may  charge to LESSEE  without  violating  any
applicable law.                                                                 

14.6.  COSTS.  Without  limiting any of LESSOR's rights and remedies  hereunder,
and in addition to all other amounts LESSEE is otherwise obligated to pay, it is
expressly  agreed that LESSOR shall be entitled to recover from LESSEE all costs
and  expenses,  including  reasonable  attorneys'  fees  incurred  by  LESSOR in
enforcing this lease from and after LESSEE's default.                           

14.7.  LESSOR'S  DEFAULT.  Landlord  shall  in no  event  be in  default  in the
performance  of any of LESSOR's  obligations  hereunder  unless and until LESSOR
shall have failed to perform such  obligations  within thirty (30) days, or such
additional  time as is reasonably  required to correct any such  default,  after
written notice by LESSEE to LESSOR property specifying wherein LESSOR has failed
to perform any such obligation.                                                 

15.    NOTICES.  Any  notice  from the  LESSOR  to the  LESSEE  relating  to the
Premises or to the occupancy  thereof,  shall be deemed duly served,  if left at
the Premises  addressed to the LESSEE, or if mailed to the Premises,  registered
or certified mail, return receipt requested,  postage prepaid,  addressed to the
LESSEE.  Any notice from the LESSEE to the LESSOR relating to the Premises or to
the occupancy  thereof,  shall be deemed duly served, if mailed to the LESSOR by
registered  or  certified  mail,  return  receipt  requested,  postage  prepaid,
addressed  to the LESSOR at 630 Park  Street,  Stoughton,  MA 02072,  or at such
address  as the  LESSOR may from time to time  advise in  writing,  and in every
event with a copy to Attorney Thomas J. Percy 4 Court Street, Taunton MA 02780. 

16.    LEASE   TERMINATION.   The  LESSEE  shall  at  the  expiration  or  other
termination  of this  lease  remove  all  LESSEE's  goods and  effects  from the
Premises,  and otherwise deliver it in the condition required under the terms of
this lease, in the same condition as at the date hereof, damage by fire or other
insured  casualty only excepted.  In the event of the LESSEE's failure to remove
any of LESSEE's property from the premises LESSOR is hereby authorized,  without
liability to LESSEE for loss or damage thereto,  and at the sole risk of LESSEE,
to remove and store any of the  property  at  LESSEE's  expense,  or retain same
under LESSOR's  control or to sell at pubic or private sale,  without notice any
or all of the property not so removed and to apply the net proceeds of such sale
to the payment of any sum due hereunder, or to destroy such property.           

17.    HAZARDOUS WASTE. LESSEE and those for whom LESSEE is legally responsible,
shall not use, maintain,  generate or bring into the Premises or the Building or
transport  or dispose of on or from the  Premises,  whether  through  the sewer,
septic  system,  or into the  ground or by  removal  of site or  otherwise,  any
hazardous or toxic materials (as defined by federal, state and municipal law and
regulations). LESSEE shall prevent its agents, servants, employees, contractors,
suppliers,  licensees,  and invitees from doing or  accomplishing  any such act.
LESSEE  shall bear the  responsibility  for being  informed or those  substances
which constitute such hazardous or toxic materials. Any breach of the provisions
hereof  shall be a breach and default of a material  obligation  hereunder,  and
LESSOR shall have all rights and remedies provided herein for LESSEE's defaults.
Notwithstanding  anything else  contained  herein to the company,  LESSOR hereby
reserves the right from time to time (after  reasonable  prior  written  notice,
which  need  not be in  writing  and  need  not be  given  in  the  event  of an
emergency),  to enter the Premises and (at any time and without such notice), to
cause LESSOR's agents, servants, employees, outside consultants and engineers to
inspect in order to determine the presence or                                   

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existence of hazardous or toxic  materials  therein or thereon.  As used in this
subsection,  the term "inspect" shall mean,  without  limitation,  such physical
inspections and other tests or examinations as LESSOR or its agents, consultants
and engineers  may deem  necessary in their sole  discretion.  In the event such
inspection  reveals the presence or  existence  of hazardous or toxic  materials
therein or thereon and such presence or existence is attributable to the acts or
omissions  of LESSEE or those for whom  LESSEE is  legally  responsible  or is a
breach of LESSEE's obligations hereunder,  then without limiting any other right
or remedy available to LESSOR under this lease at law or in equity, LESSEE shall
immediately  pay to LESSOR,  as additional  rent  hereunder,  LESSOR's costs and
expenses incurred with respect to said inspection.  Any such inspection shall be
done  so  as  to   minimize   interference   with   the   LESSEE's   operations.
Notwithstanding  anything else contained herein, in the event of a breach of the
foregoing  LESSEE  obligations,  LESSEE shall Indemnify and hold harmless LESSOR
and the LESSOR's employees, agents, officers, and directors from and against any
and all costs, claims, losses,  liabilities,  settlements,  damages and expenses
(including, without limitation, costs of environmental clean-up, attorney's fees
and costs of litigation) of whatever kind, nature and/or  description,  known or
unknown,  contingent  or otherwise  arising out of or in any way relating to any
past,  present or future  violation of any  environmental  law applicable at any
time to, or arising  out of or in any way  relating  to the  enforcement  of any
environmental   law  with   respect  to  the  leased   property.   The  LESSEE's
representations,  warranties,  obligations  and  liabilities  under this Section
shall survive the termination of this lease.                                    

18.    WAIVER/LESSOR PAYMENTS.  Failure on the part of LESSOR to complain of any
action or  nonaction  on the part of  LESSEE,  no  matter  how long the same may
continue,  shall  never be a  waiver  by  LESSOR  of any of the  LESSEE's  right
hereunder.  Further,  no waiver at any time of any of the  provisions  hereof by
LESSOR shall be construed as a waiver of any of the other provisions hereof, and
a waiver at any time of any of the provisions hereof shall not be construed as a
waiver at any subsequent time of the same provisions. The consent or approval of
LESSOR to or of any action by LESSEE  requiring  such consent or approval  shall
not be construed to waive or render unnecessary  LESSOR's consent or approval to
or of any subsequent similar act by the LESSEE. Further, no payment by LESSEE or
acceptance  by LESSOR of a lesser amount than shall be due from LESSEE to LESSOR
shall be treated  otherwise  than as a payment on  account.  The  acceptance  by
LESSOR of a check for a lesser amount with an endorsement or statement  thereon,
or upon any letter accompanying such check that such lesser amount is payment in
full,  shall be given no  effect,  and LESSOR  may  accept  such  check  without
prejudice to any other rights or remedies which LESSOR may have against  LESSEE.
In no event  shall  LESSEE ever be entitled  to receive  interest  upon,  or any
payments on account of earnings or profits  derived  from any payments by LESSEE
to LESSOR.                                                                      

19.    COVENANT OF QUIET ENJOYMENT.  LESSEE, subject to the terms and provisions
of this lease,  upon payment of the Basic and Additional  Rent and other charges
due hereunder and the observing.  keeping and performing of all of the terms and
provisions  of this lease on LESSEE's part to be observed,  kept and  performed,
shall lawfully,  peaceably and quietly have, hold, occupy and enjoy the Premises
during the term hereof,  without  hindrance or ejection by any persons  lawfully
claiming under LESSOR to have title to the Premises  superior to LESSEE (but see
Section on Subrogation); the foregoing covenant of quiet enjoyment is in lieu of
any other covenant, expressed or implied. Further, LESSEE specifically agrees to
look solely to LESSOR's then equity  interest in the Building at the time owned,
or in which  LESSOR  holds an interest  as ground  lessee,  for  recovery of any
judgment  from  LESSOR.  IT IS  SPECIFICALLY  AGREED THAT LESSOR  SHALL NEVER BE
PERSONALLY  LIABLE FOR ANY SUCH  JUDGMENT,  OR FOR THE  PAYMENT OF ANY  MONETARY
OBLIGATION TO LESSEE, IN NO EVENT SHALL, LESSOR EVER BE LIABLE TO LESSEE FOR ANY
INDIRECT,  SPECIAL OR  CONSEQUENTIAL  DAMAGES  SUFFERED BY LESSEE FROM  WHATEVER
CAUSE.                                                                          

20.    INVALIDITY OF PARTICULAR PROVISIONS;  JOINT LIABILITY; NO IMPLIED CONSENT
TO ASSIGNMENT. If any term or provision of this lease or the application thereof
to any person or circumstance shall, to any extent, be invalid or unenforceable,
the remainder of this lease, or the application of such term or                 

EX-10.6.2
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provision  to persons or  circumstances  other than those as to which it iS held
invalid  or  unenforceable,  shall not be  affected  thereby,  and each term and
provision  of this lease shall be valid and  enforceable  to the fullest  extent
permitted  by law. If two or more  persons are named as LESSEE  herein,  each of
such persons shall be jointly and severally  liable for the  obligations  of the
LESSEE  hereunder.  and LESSOR may proceed  against  anyone without first having
commenced proceedings against any other of them. Each term and each provision of
this lease to be  performed  by LESSEE  shall be construed to be both a covenant
and a condition.  The reference contained to successors and assigns of LESSEE is
not intended to constitute a consent to assignment by LESSEE,  but has reference
only to those  instances  in which LESSOR may later give consent to a particular
assignment as required.                                                         

21.    RECORDING.  LESSEE agrees not to record the within lease,  but each party
hereto agrees, on the request of the other, to execute a so-called memorandum of
lease or short form lease in form  recordable and complying with  applicable law
and  reasonably  satisfactory  to  LESSOR's  attorneys.  In no event  shall such
document set forth the rent or other charges payable by LESSEE.                 

22.    STATUS  REPORT.  Recognizing  that both  parties may find it necessary to
establish to third parties, such as accountants,  banks, mortgagees or the like,
the then current status of performance  hereunder,  either party, on the request
of the other made from time to time,  will  promptly  furnish to LESSOR,  or the
holder of any mortgage  encumbering the Premises,  or to LESSEE, as the case may
be, a statement of the status of any matter pertaining to this lease, including,
without limitation,  acknowledgments that (or the extent to which) each party is
in compliance with its obligations under the terms of this lease.               

23.    HOLDING  OVER.  Any holding  over by LESSEE after the  expiration  of the
lease term shall be treated as a tenancy at  sufferance  at twice the Fixed Rent
and  additional  rent  herein  provided  to be paid  during the last twelve (12)
months of the lease term  (prorated on a dairy basis) and shall  otherwise be on
the terms and conditions set forth in this lease, as far as applicable.         

24.    PARKING.  LESSEE is granted a non-exclusive right for the use of LESSEE'S
employees,  customers and invitees in the common  parking area which are part of
the office  building.  LESSOR will maintain,  in good  condition and order,  the
parking area(s),  including  providing snow plowing that permits the safe access
to the  entrance,  the  maintenance  of the  ground  services,  trash and debris
removal, directional signs, painting of spaces.                                 

25.    ADA. LESSEE understands and agrees that at the time of entering into this
lease the Building does not comply with the  requirements  of the Americans With
Disabilities  Act  ("ADA").  LESSEE  will  undertake  to notify  its  employees,
invitees and others of this fact and will endeavor to make special  arrangements
on its own to  accommodate  the needs of the "Disabled" (as that term is defined
under the ADA)  including,  without  limitation  arrangements  for access to the
Premises.                                                                       

26.    GOVERNING LAW. This lease shall be governed exclusively by the provisions
hereof and by the laws of the Commonwealth of Massachusetts as the same may from
time to time exist.                                                             

IN WITNESS  WHEREOF,  the said  parties  hereunto set their hands and seals this
14th day of February, 2003.                                                     

/s/ David Gebler                                       /s/ Stephen J. Koss
----------------------------                           ----------------------   
The Working Values Group, LTd                          Koss Development         
LESSEE                                                 LESSOR                   

EX-10.6.2
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GUARANTY

FOR VALUE RECEIVED, and in consideration for, and as an inducement to the lessor
named in the foregoing lease  (hereinafter  referred to as "LESSOR") to make the
foregoing lease with Working Values Group, Ltd.  "LESSEE," the undersigned David
Gebler 6 Lothrup  Way,  Sharon,  MA 02067  unconditionally  guarantees  the full
performance  and  observance of all the  covenants,  conditions  and  agreements
therein  provided to be performed and observed by LESSEE,  LESSEE'S,  successors
and assigns,  and expressly  agrees that the validity of this  agreement and the
obligations of the guarantor  hereunder shall in no way be terminated,  affected
or impaired by reason of the granting by LESSOR of any  indulgences to LESSEE or
by reason of the  assertion  by LESSOR  against  LESSEE or any of the  rights or
remedies reserved to LESSOR pursuant to the provisions of the within lease or by
the relief of the LESSEE from any of the LESSEE's  obligations  under said lease
by  operation  of law or  otherwise  (including,  but  without  limitation,  the
rejection of the said lease in connection with proceedings under bankruptcy laws
now or  hereafter  enacted);  the  undersigned  hereby  waiving  all  suretyship
defenses.                                                                       

The undersigned further covenants and agrees that this guaranty shall remain and
continue in full force and effect as to any renewal,  modification  or extension
of said lease,  whether or not the undersigned shall have received any notice of
or consented to such renewal, modification or extension. The undersigned further
agrees that his liability under this guaranty shall be primary,  and that in any
right of action which shall  accrue to the LESSOR  under this lease,  the LESSOR
may, at LESSOR's option, proceed against the undersigned and the LESSEE, jointly
or severally,  and may proceed against the undersigned  without having commenced
any action against or having obtained any judgment against the LESSEE.          

It is  agreed  that the  failure  of the  LESSOR  to  insist  in  anyone or more
instances  upon a  strict  performance  or  observance  of  any  of  the  terms,
provisions or covenants of the foregoing  lease or to exercise any right therein
contained, shall not be construed or deemed to be a waiver or relinquishment for
the  future of such  term,  provision,  covenant  or right;  but the same  shall
continue and remain in full force and effect. Receipt by the LESSOR of rent with
knowledge  of the breach of any  provision of the  foregoing  lease shall not be
deemed a waiver of such breach.                                                 

No subletting, assignment or other transfer of the within lease, or any interest
therein.   shall  operate  to  extinguish  or  diminish  the  liability  of  the
undersigned guarantor under this guaranty; and whenever reference is made to the
liability  of the LESSEE  named in the within  lease,  such  reference  shall be
deemed likewise to refer to the undersigned guarantor.                          

It is further agreed that all of the terms and provisions  hereof shall inure to
the benefit of the heirs,  executors,  administrators and assigns of the LESSOR,
and shall be binding upon the heirs,  executors,  administrators  and assigns of
the undersigned.                                                                

WITNESS the execution hereof,  under seal, in any number of counterpart  copies,
each of which  counterpart  copies shall be deemed an original for all purposes,
as of the 14th day of February, 2003                                            

)               
County of Bristol               ) ss.                                           

Then  personally  appeared the  above-named  DAVID GEBLER and  acknowledged  the
foregoing instrument to be his free act and deed, before me:                    

                                          /s/ Linda Ann Haluch
                                          --------------------
                                   Notary Public
                                                   My Commission Expires: 8/1/08

EX-10.6.2
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TO BE FINALIZED WHEN PRICING AND SELECTION COMPLETED

ADDENDUM

Property Location:         28 South Main Street (Rear Building), Sharon MA 02067

LESSOR:                    28 South Main Street Realty Trust                    

LESSEE:                    Working Values Group, Ltd.                           

RE:                        Construction Renovations                             

Date:                      2/12/03                                              

As per our understanding  the LESSEE will spread out construction  costs over 36
month period to be added onto Basic Rent due on the 1st of each month.          

The items agreed to are:                                                        

                  Electrical Back Office
                              Install Window in rear of building
                  Install Hardwood Floor

When flooring and pricing is finalized  this addendum will include final pricing
which will be added to the Basic Rent.                                          

/s/ David Gebler                             /s/ Stephen Koss                   
------------------                           -------------------                
LESSOR                                       LESSEE                             

EX-10.6.2
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APPROXIMATE BORING LOCATIONS

 [DIAGRAM]

EX-10.6.2
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 ADDENDUM TO LEASE BETWEEN WORKING VALUES GROUP LTD AND KOSS DEVELOPMENT
TOTAL EXPENSE TO DATE 28 SOUTH MAIN ST. REAR

CARPENTRY                                                                       
Install window                                                                  
MATERIAL                        $179.00                   window                
                  $163.31                   material
                   $50.00                   delivery
Labor                                                     $425.00               
Install Vanity with drawers                               $129.00               
Install new vanity top                                    no charge             
TOTAL COST                                                               $946.31

ELECTRICAL                                                                      

Install dedicated circuit for copier                                            
Install dedicated circuit for refrigerator                                      
Install receptacle  in new work area                                            
Install 3 recessed Lights in rear office space                                  
Install new bathroom fan/light                                     no charge    
Install new emergency light pack                                   no charge    
Includes material and labor and circuit breakers                                
Relocate Copy Circuit toNew Location                                            
TOTAL COST                                                               $950.00

INSTALL PERGO FLOORING                                                          

TOTAL COST                                      $5,753.60                       
Remove/reinstall Toilet                            $90.00                       
TOTAL COST                                      $5,843.60                       
Less Carpet Allowance                             $900.00                       
Total Cost                                      $4,943.60                       

TOTAL CONSTRUCTION COST                     $6,839.91                           

As per our understanding the above represents the Leasehold  improvements  which
will be financed over 36 monthly payments @ 0% interest,  to be added to monthly
rent. The Amount of $190.00 will be added to the lease amount of $1,400 to bring
the total due on the 1st of every month of $1,590.                              

                                /s/ David Gebler
-------------------                             ----------------                
Lessor                                          Lessee                          
                                       David Gebler, President
Date- 3/24/03                                   The Working Values Group, Ltd.  

EX-10.6.2
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[Logo]                                                                          

March 31, 2003                                                                  

Stephen Koss                                                                    
28 South Main Street Trust d/b/a Koss Development                               
630 Park Street                                                                 
Stoughton, MA 02072                                                             

Dear Steve:                                                                     

We have moved in and are enjoying our new office very much.                     

Our  Commercial  Lease  dated  as of  February  14,  2003  ("Lease")  permits  a
pre-approved  assignment  of the lease to SmartPros  Ltd.  This  transaction  is
indeed going  forward.  As of March 31, 2003 The Working  Values Group,  Ltd. is
selling its assets to  SmartPros  Ltd.,  which will be  assuming  all of Working
Values Group's rights and responsibilities under the Lease.                     

The new  lessee  will be an  operating  subsidiary  of  SmartPros  with the name
Working Values,  Ltd. I will continue to be the President of the new company and
we will be using the office at 28 S. Main Street as our corporate address.      

[Sentence intentionally deleted] [Initialed by hand]: SK 3/31/03; DG 3/31/03    

Please acknowledge your consent to the assignment of the Lease to Working Values
Ltd. And return via fax to (781) 784-2118.                                      

[Additional  language  inserted]:  Koss  Development will consider in the future
allowing  David Gebler  guarantee to be removed  from the lease.  [Initialed  by
hand]: SK 3/31/03; DG 3/31/03                                                   

Best regards,                                                                   

/s/ David Gebler                                                                
David Gebler                                                                    
President                                                                       

Acknowledged and agreed this 31 day of March 2003                               
28 South Main Street Trust d/b/a Koss Development                               

By: /s/ Stephen Koss                                                            
----------------                                                        
Stephen Koss                                                            

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This SB-2/A Filing		Date		First		Last			Other Filings
		2/14/03		13
		3/1/03		1
		3/31/03		13
Filed On / Filed As Of		6/30/04
		3/1/06		1
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