March 31, 2003 - Hawthorne, NY - SmartPros® Ltd., (www.SmartPros.com), a leader in professional education and interactive training for accounting, finance and engineering professionals, announced today that it has acquired certain assets of Massachusetts-based Working Values® Group Ltd., with plans to integrate and roll out a series of enhanced ethics and compliance-based consulting and training programs. SmartPros, based in Hawthorne, N.Y., currently offers a variety of online and off-line continuing professional education ("CPE") solutions to help individuals, corporations, firms, and associations meet compliance and regulatory requirements.

"SmartPros has been looking to add a deeper range of options in the ethics and compliance programs we provide," said Allen Greene, SmartPros CEO. "Working Values Group was looking for the opportunity to launch a web-based training platform and to expand the scope of its offerings. This is a perfect match for our clients and our companies."

Working Values Ltd., (www.workingvalues.com), a wholly-owned subsidiary of SmartPros Ltd., will base its operations in Sharon, Massachusetts. Working Values Group Ltd. founder David Gebler will be President of the new subsidiary and will be joined by his experienced creative team. Working Values Ltd. will continue to develop custom programs and template learning modules while taking advantage of existing SmartPros technology, delivery platforms, and marketing capabilities.

"This acquisition makes great sense for both companies," said Gebler. "Our clients need flexibility in developing ethics, compliance and corporate responsibility programs. Being part of the SmartPros organization enables us to focus on the development of best-of-breed programs while having immediate resources to accelerate and broaden our production capabilities."

"In this new environment of corporate governance and responsibility, public companies of all sizes need access to a wider variety of tools and resources," Gebler added. "The challenge is to provide customized solutions within the budgets available to even the smallest public company. Bringing Working Values inside the SmartPros family permits us to reach more companies with an even broader set of solutions."

Existing SmartPros production capabilities include a fully-staffed web development team, broadcast quality video production and duplication facilities, a hosting architecture to support web-based programs, and a co-brandable, content-rich Learning Management System (LMS).

About SmartPros® Ltd.
Since 1981 SmartPros® Ltd. has proven itself an industry leader and innovator in the field of accredited professional education. Its products and services are primarily focused in the professional areas of corporate accounting, financial management, public accounting, governmental and not-for-profit accounting and engineering. SmartPros® provides content publishing and development services in a variety of media including Web, CD-ROM, and video.

In the accounting market, SmartPros produces a popular news and information portal that services 300,000+ visitors and 100,000+ subscribers per month. In addition, its proprietary Professional Education Center (PEC)™ Learning Management System offers enterprise distribution and administration of education content and information.

SmartPros' customers include 50% of the Fortune 500, as well as the major firms and associations in each of its professional markets. Some of its well-established products include: Financial Management Network (FMN)™ Video and Online, AICPA Practice Report™, AICPA Practice Pro™, AICPA Finance Pro™, SmartPros® Advantage™, The CPA Report™ Government / Not-for-Profit, Working Values™, PE Exam Review Course for Civil Engineers, Safe R+ and Project Management for Engineers, and the Wiley Virtual CPA Exam Review™.

SmartPros distributes its products directly as well as through alliances with the American Institute of Certified Public Accountants (AICPA), Institute of Management Accountants (IMA), Financial Executives International (FEI), Institute of Internal Auditors (IIA), The Association of Government Accountants (AGA), American Society of Civil Engineers, John Wiley & Sons Publishers, and dozens of industry related companies and associations.

About Working Values® Ltd.
Working Values® Ltd., a SmartPros® company, is one of the world?s leading developers of integrated values-based corporate responsibility and ethics awareness and compliance learning programs. Since 1993, Working Values has helped organizations such as JP Morgan Chase, Boeing, Pharmacia, Coors Brewing Company, Raytheon, and Lockheed Martin align workplace behavior with standards, values, and ethical principles.