SmartPros Enters Into Agreement to Acquire Assets of Sage Online Learning

Agreement Creates Expansion into Banking, Securities and Insurance Markets


HAWTHORNE, N.Y., Feb. 15, 2006 (PRIMEZONE) -- SmartPros Ltd. (AMEX:PED), a leader in the field of accredited professional education and corporate training, today announced that it has entered into an agreement to acquire the assets of Sage Online Learning, a privately held, leading provider of nationally certified online training solutions for the banking, securities and insurance industries.

Upon completion of the acquisition, SmartPros will immediately integrate Sage Online Learning's content library, featuring 58 accredited courses, as part of its core product offerings. Course offerings include banking compliance, general banking, general bank management, insurance, lending, retirement and estate planning, and industry-related sales and service. Courses are accredited by the Institute of Certified Bankers (ICB) and many state insurance departments across the United States. In addition, these courses meet the requirements of the Certified Financial Planner (CFP(R)) Board of Standards, Inc.

"This opportunity represents an ideal and complementary addition to SmartPros' product and service offerings. It provides us with a full range of accredited eLearning solutions for the banking, securities, and insurance markets," said Allen Greene, Chairman and CEO of SmartPros. "SmartPros remains committed to its business model of identifying, pursuing and executing on opportunities to expand into new professional markets. We hope to close on the asset acquisition prior to the end of Q1 2006."

Additionally, the founder and president of Sage Online Learning, Deborah Dilley, will join SmartPros in a product management and sales role.

"This transaction makes a lot of sense for the customers of both SmartPros and Sage Online Learning," added Dilley. "SmartPros eLearning platforms are a perfect fit for Sage course content. SmartPros' clients will immediately benefit from a new catalog of accredited banking, securities, and insurance programs and Sage's clients gain access to all of the wonderful accounting and finance programs in SmartPros' library, as well as the considerable expertise and technology SmartPros brings to the table."

About SmartPros Ltd.

Founded in 1981, SmartPros Ltd. is an industry leader in the field of accredited professional education and corporate training. Its products and services are primarily focused in the accredited professional areas of corporate accounting, financial management, public accounting, governmental and not-for-profit accounting, engineering, and ethics and compliance. SmartPros is a leading provider of professional education products to Fortune 500 companies, as well as the major firms and associations in each of its professional markets. SmartPros provides education and content publishing and development services in a variety of media including Web, CD-ROM and video. Our subscription libraries feature hundreds of course titles and 1,000+ hours of accredited education. SmartPros' proprietary Professional Education Center (PEC) Learning Management System (LMS) offers enterprise distribution and administration of education content and information. In addition, SmartPros produces a popular news and information portal for accounting and finance professionals that services 300,000+ visitors and 100,000+ subscribers per month. Visit: www.smartpros.com

Safe Harbor Statement

This press release includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include expectations about the timing of the acquisition, the satisfaction of closing conditions to the transaction and the effect of the acquisition on SmartPros' business, operations, financial condition and results of operations. Actual results may differ materially from those contained in the forward-looking statements in this press release. SmartPros and Sage Online Learning undertake no obligation and do not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement.



            

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