EXHIBIT 4.14




                          REGISTRATION RIGHTS AGREEMENT


         REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of September
29, 1997, by and among SMARTSERV ONLINE, INC., a corporation organized under the
laws of the State of Delaware,  with headquarters  located at One Station Place,
Stamford,  Connecticut 06902 (the "COMPANY"), and the undersigned (together with
affiliates, the "INITIAL INVESTORS").

         WHEREAS:

A. In connection  with that certain Line of Credit  Agreement,  dated as May 29,
1997, as amended by that certain  Amendment to Line of Credit Agreement dated as
of July 2 1, 1997 and that certain Second  Amendment to Line of Credit Agreement
dated  as of  September  16,  1997,  by  and  between  Zanett  Lombardier,  Ltd.
("LOMBARDIER") and the Company (as amended, the "LINE OF CREDIT Agreement"), the
Company issued to Lombardier warrants (the "LINE OF CREDIT WARRANTS") to acquire
581,300  shares of the  Company's  Common  Stock,  par value $.01 per share (the
"COMMON STOCK");

B. As compensation for placement services (the "PLACEMENT SERVICES") rendered in
connection with the Line of Credit  Agreement,  the Company issued to The Zanett
Securities  Corporation  ("ZSC") warrants (the "ZSC WARRANTS") to acquire 70,200
shares of Common Stock;

C. In  connection  with that certain  Placement  Agency  Agreement,  dated as of
September  3, 1997,  by and between ZSC and the Company (the  "PLACEMENT  AGENCY
AGREEMENT"),  the Company  agreed to issue to ZSC warrants  (the "ZSC  PLACEMENT
AGENT WARRANTS") to acquire 600,000 shares of Common Stock;

D. In connection with that certain Consulting Agreement of even date herewith by
and  between  Bruno  Guazzoni  ("GUAZZONI")  and the  Company  (the  "CONSULTING
AGREEMENT"), the Company has agreed to issue to Guazzoni warrants (the "GUAZZONI
WARRANTS" and,  together with the Line of Credit Warrants,  the ZSC Warrants and
the ZSC Placement Agent Warrants,  the "WARRANTS") to purchase  3,555,555 shares
of Common Stock;

E. To induce  Lombardier  and Guazzoni to execute and deliver the Line of Credit
Agreement and the Consulting Agreement,  respectively, the Company has agreed to
provide Lombardier and Guazzoni certain registration rights under the Securities
Act of 1933,  as  amended,  and the rules  and  regulations  thereunder,  or any
similar successor statute  (collectively,  the "SECURITIES ACT"), and applicable
state securities laws; and

F. To induce ZSC to execute and  deliver  the  Placement  Agency  Agreement  and
provide the  Placement  Services,  the Company has agreed to provide ZSC certain
registration  rights under the Securities Act and  applicable  state  securities
laws.

<PAGE>



         NOW,  THEREFORE,  IN  consideration  of the  premises  and  the  mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the Company and the
Initial Investors hereby agree as follows:

     1. DEFINITIONS.  As used in this Agreement,  the following terms shall have
the following meanings:

          a.  "INVESTORS"  means the Initial  Investors and any  transferees  or
assignees  who agree to become  bound by the  provisions  of this  Agreement  in
accordance with Section 9 hereof.

          b.   "REGISTER,"   "REGISTERED,"   and   "REGISTRATION"   refer  to  a
registration  effected  by  preparing  and filing a  Registration  Statement  or
Statements in compliance  with the Securities Act and pursuant to Rule 415 under
the Securities Act or any successor rule providing for offering  securities on a
continuous  basis ("RULE 415"), and the declaration or ordering of effectiveness
of such  Registration  Statement by the United  States  Securities  and Exchange
Commission (the "SEC").

          c. "REGISTRABLE SECURITIES" means the shares (the "WARRANT SHARES") of
Common Stock issued or issuable  upon  exercise of or otherwise  with respect to
the Warrants  (including  any Warrant  Shares  issuable with respect to Exercise
Default  Payments  under the Warrants) and any shares of capital stock issued or
issuable,  from time to time (with any adjustments),  as a distribution on or in
exchange for or otherwise with respect to any of the foregoing.

          d.  "REGISTRATION  STATEMENT"  means a  registration  statement of the
Company under the Securities Act.

2.       REGISTRATION.
         ------------

          a.  Mandatory  Registration.  The Company  shall  prepare,  and, on or
before the twentieth (20th) day after the date hereof (the "FILING DATE"),  file
with the SEC a  Registration  Statement on Form S-3 (or, if Form S-3 is not then
available, on such form of Registration Statement as is then available to effect
a registration of all of the Registrable  Securities,  subject to the consent of
the Initial Investors (as determined pursuant to Section 11(j) hereof)) covering
the resale of at least  6,000,000  Registrable  Securities,  which  Registration
Statement,  to the  extent  allowable  under  the  Securities  Act and the Rules
promulgated  thereunder (including Rule 416), shall state that such Registration
Statement also covers such  indeterminate  number of additional shares of Common
Stock as may become  issuable upon exercise of the Warrants to prevent  dilution
resulting  from stock  splits,  stock  dividends  or similar  transactions.  The
Registrable Securities included in the Registration Statement shall be allocated
to the  Investors  as set  forth in  Section  1 l(k)  hereof.  The  Registration
Statement  (and each  amendment  or  supplement  thereto,  and each  request for
acceleration of effectiveness  thereof) shall be provided to (and subject to the
approval  of) the Initial  Investors  and their  counsel  prior to its filing or
other submission.

          b.  UNDERWRITTEN  OFF.  If any  offering  pursuant  to a  Registration
Statement pursuant to Section 2(a) hereof involves an underwritten offering, the
Investors who hold a majority in interest of the Registrable  Securities subject
to such underwritten offering, with the


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<PAGE>




consent  of the  Initial  Investors,  shall  have the right to select  one legal
counsel to  represent  the  Investors  and an  investment  banker or bankers and
manager or managers to  administer  the  offering,  which  investment  banker or
bankers or manager or managers shall be reasonably  satisfactory to the Company.
In the event that any Investors  elect not to participate  in such  underwritten
offering,  the Registration Statement covering all of the Registrable Securities
shall contain appropriate plans of distribution  reasonably  satisfactory to the
Investors participating in such underwritten offering and the Investors electing
not to participate in such underwritten offering (including, without limitation,
the ability of  nonparticipating  Investors to sell from time to time and at any
time during the effectiveness of such Registration Statement).

          c. PAYMENTS BY THE COMPANY.  The Company shall cause the  Registration
Statement  required  to be filed  pursuant  to  Section  2(a)  hereof  to become
effective as soon as practicable,  but in no event later than November 28, 1997.
If  (i)  the  Registration  Statement(s)  covering  the  Registrable  Securities
required to be filed by the Company pursuant to Section 2(a) hereof is not filed
with the SEC by the Filing Date or is not  declared  effective  by the SEC on or
before  December  28,  1997  (the  "REGISTRATION  DEADLINE")  or if,  after  the
Registration  Statement has been declared  effective by the SEC, sales of all of
the Registrable Securities cannot be made pursuant to the Registration Statement
(by reason of a stop order or the Company's  failure to update the  Registration
Statement or any other reason  outside the control of the Investors) or (ii) the
Common  Stock is not listed or included  for  quotation  on the Nasdaq  SmallCap
Market (the  "SMALLCAP"),  the Nasdaq National Market (the "NNM"),  the New York
Stock  Exchange (the "NYSE") or the American  Stock Exchange (the "AMEX") at any
time after the Registration Deadline, then the Company will make payments to the
Investors in such amounts and at such times as shall be  determined  pursuant to
this Section 2(c) as partial  relief for the damages to the  Investors by reason
of any such  delay in or  reduction  of their  ability  to sell the  Registrable
Securities (which remedy shall not be exclusive of any other remedies  available
at law or in equity).  The Company shall pay to each Investor an amount equal to
the product of (i) the  aggregate  Exercise  Price of the Warrants  held by such
Investor (including,  without limitation,  Warrants that have been exercised for
Warrant  Shares then held by such Investor) (the  "AGGREGATE  EXERCISE  PRICE"),
multiplied by (ii) one hundredth (.01), for the first thirty (30) day period (or
portion  thereof)  (A) after the Filing  Date and prior to the date on which the
Registration  Statement  required to be filed pursuant to Section 2(a) hereof is
filed with the SEC, (B) after the Registration Deadline and prior to the date on
which the Registration  Statement  required to be filed pursuant to Section 2(a)
hereof is  declared  effective  by the SEC,  and (C) during  which  sales of any
Registrable  Securities  cannot be made pursuant to the  Registration  Statement
after the Registration Statement has been declared effective or the Common Stock
is not listed or included for quotation on the  SmallCap,  NNM, NYSE or AMEX. In
addition,  the Company shall pay to each Investor an amount equal to the product
of (i) the Aggregate  Exercise Price,  multiplied by (ii) two hundredths  (.02),
for each additional  thirty (30) day period (or portion  thereof)  following the
initial thirty (30) day period  referred to in the preceding  sentence (A) after
the Filing Date and prior to the date the Registration  Statement required to be
filed  pursuant  to Section  2(a)  hereof is filed  with the SEC,  (B) after the
Registration  Deadline and prior to the date the  Registration  Statement  tiled
pursuant to Section 2(a) hereof is declared  effective by the SEC and (C) during
which  sales  of any  Registrable  Securities  cannot  be made  pursuant  to the
Registration  Statement  after  the  Registration  Statement  has been  declared
effective  or the Common  Stock is not listed or included  for  quotation on the
SmallCap,  NNM, NYSE or AMEX;  provided,  however,  that there shall be excluded
from each such period any delays which are solely attributable to changes (other
than  corrections  of Company  mistakes with respect to  information  previously
provided  by the  Investors)  required  by  the  Investors  in the  Registration
Statement  with respect to  information  relating


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<PAGE>


to  the  Investors,  including,  without  limitation,  changes  to the  plan  of
distribution.  (For example,  if the Registration  Statement is not effective by
the  Registration  Deadline,  the Company would pay $10,000 for the first thirty
(30) days and  $20,000  for each  thirty  (30) day  period  thereafter  for each
$l,000,000 of Aggregate Exercise Price until the Registration  Statement becomes
effective).  Such amounts shall be paid in cash or, at each  Investor's  option,
may be convertible into Common Stock at the "EXERCISE PRICE" then in effect. Any
shares  of  Common  Stock  issued  upon  conversion  of such  amounts  shall  be
Registrable  Securities.  If the  Investor  desires to convert  the  amounts due
hereunder into Registrable  Securities it shall so notify the Company in writing
within two (2)  business  days after the date on which,  such  amounts are first
payable in cash and such amounts shall be so  convertible  beginning on the last
day upon which the cash amount  would  otherwise be due in  accordance  with the
following  sentence.  Payments of cash pursuant hereto shall be made within five
(5) days  after  the end of each  period  that  gives  rise to such  obligation,
provided  that,  if any such  period  extends  for more than  thirty  (30) days,
interim payments shall be made for each such thirty (30) day period.

          d. PIGGY-BACK REGISTRATIONS. If at any time prior to the expiration of
the Registration Period (as hereinafter defined) the Company shall file with the
SEC a Registration  Statement relating to an offering for its own account or the
account  of others  under the  Securities  Act of any of its  equity  securities
(other than on Form S-4 or Form S-8 or their then equivalents relating to equity
securities to be issued solely in connection  with any acquisition of any entity
or business or equity  securities  issuable in  connection  with stock option or
other employee  benefit  plans),  the Company shall send to each Investor who is
entitled to  registration  rights under this Section 2(d) written notice of such
determination  and, if within  fifteen  (15) days after the date of such notice,
such  Investor  shall so request in writing,  the Company  shall include in such
Registration  Statement  all or any  part  of the  Registrable  Securities  such
Investor  requests  to be  registered,  except that if, in  connection  with any
underwritten  public  offering  for the  account of the  Company,  the  managing
underwriter(s)  thereof  shall  impose a  limitation  on the number of shares of
Common Stock which may be included in the  Registration  Statement  because,  in
such underwriter(s) judgment, marketing or other factors dictate such limitation
is  necessary  to  facilitate  public  distribution,  then the Company  shall be
obligated to include in such Registration Statement only such limited portion of
the  Registrable  Securities  with respect to which such  Investor has requested
inclusion   hereunder  as  the  underwriter  shall  permit.   Any  exclusion  of
Registrable  Securities  shall be made pro rata among the  Investors  seeking to
include  Registrable  Securities,  in  proportion  to the number of  Registrable
Securities sought to be included by such Investors;  PROVIDED, HOWEVER, that the
Company  shall not exclude  any  Registrable  Securities  unless the Company has
first excluded all outstanding securities, the holders of which are not entitled
to  inclusion  of such  securities  in such  Registration  Statement  or are not
entitled to pro rata inclusion with the  Registrable  Securities;  and PROVIDED,
FURTHER,  HOWEVER,  that,  after  giving  effect  to the  immediately  preceding
proviso,  any exclusion of  Registrable  Securities  shall be made pro rata with
holders of other  securities  having the right to include such securities in the
Registration Statement other than holders of securities entitled to inclusion of
their securities in such Registration Statement by reason of demand registration
rights.  No right to registration of Registrable  Securities  under this Section
2(d) shall be construed to limit any  registration  required  under Section 2(a)
hereof.  If an  offering  in  connection  with which an  Investor is entitled to
registration  under this Section  2(d) is an  underwritten  offering,  then each
Investor  whose  Registrable   Securities  are  included  in  such  Registration
Statement shall,  unless  otherwise  agreed by the Company,  offer and sell such
Registrable Securities in an underwritten offering using the same underwriter or
underwriters and,


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<PAGE>

subject to the provisions of this Agreement, on the same terms and conditions as
other shares of Common Stock included in such underwritten offering.

          e. ELIGIBILITY FOR FORM S-3. The Company  represents and warrants that
it meets the  requirements  for the use of Form S-3 for registration of the sale
by the Initial  Investors and any other Investor of the  Registrable  Securities
and the Company shall file all reports  required to be filed by the Company with
the SEC in a timely  manner so as to maintain  such  eligibility  for the use of
Form S-3.

     3. OBLIGATIONS OF THE COMPANY.

         In connection with the registration of the Registrable Securities,  the
Company shall have the following obligations:

          a. The  Company  shall  prepare  promptly  and  file  with the SEC the
Registration Statement required by Section 2(a) as soon as practicable after the
date  hereof  (but in no event  later  than the  Filing  Date),  and cause  such
Registration Statement relating to Registrable Securities to become effective as
soon as  practicable  after such filing (but in no event later than November 28,
1997), and keep the Registration Statement effective pursuant to Rule 415 at all
times  until  such  date as is the  earlier  of (i) the date on which all of the
Registrable  Securities  have  been  sold and (ii) the date on which  all of the
Registrable  Securities  (in the  reasonable  opinion of counsel to the  Initial
Investors)  may be  immediately  sold  to the  public  without  registration  or
restriction  pursuant to Rule 144(k) under the  Securities  Act or any successor
provision (the "REGISTRATION  PERIOD"),  which Registration Statement (including
any amendments or supplements thereto and prospectuses contained therein and all
documents  incorporated  by  reference  therein)  shall not  contain  any untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated therein, or necessary to make the statements therein not misleading.

          b. The Company  shall  prepare  and file with the SEC such  amendments
(including  post-effective  amendments)  and  supplements  to  the  Registration
Statement and the prospectus used in connection with the Registration  Statement
as may be necessary to keep the  Registration  Statement  effective at all times
during the  Registration  Period,  and,  during  such  period,  comply  with the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
Registrable  Securities  of the Company  covered by the  Registration  Statement
until such time as all of such  Registrable  Securities have been disposed of in
accordance  with the intended  methods of  disposition  by the seller or sellers
thereof as set forth in the Registration Statement.

          c. The  Company  shall  furnish  to each  Investor  whose  Registrable
Securities  are included in the  Registration  Statement and their legal counsel
(i) promptly after the same is prepared and publicly distributed, filed with the
SEC, or received by the Company, one copy of the Registration  Statement and any
amendment thereto, each preliminary prospectus and prospectus and each amendment
or supplement thereto,  and, in the case of the Registration  Statement referred
to in Section  2(a),  each letter  written by or on behalf of the Company to the
SEC or the staff of the SEC  (including,  without  limitation,  any  request  to
accelerate  the  effectiveness  of  any  Registration   Statement  or  amendment
thereto),  and each item of correspondence from the SEC or the staff of the SEC,
in each case relating to such Registration Statement (other than any portion, if
any,  thereof  which  contains  information  for which the  Company  has  sought
confidential  treatment),  (ii) on the date of effectiveness of the Registration



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<PAGE>

Statement or any  amendment  thereto,  a notice  stating  that the  Registration
Statement or amendment  has been  declared  effective,  and (iii) such number of
copies of a prospectus,  including a preliminary prospectus,  and all amendments
and supplements thereto and such other documents as such Investor may reasonably
request in order to facilitate  the  disposition of the  Registrable  Securities
owned by such  Investor.

          d. The Company  shall use its best efforts to (i) register and qualify
the  Registrable  Securities  covered by the  Registration  Statement under such
other  securities or "blue sky" laws of such  jurisdictions in the United States
as each  Investor who holds  Registrable  Securities  being  offered  reasonably
requests,   (ii)  prepare  and  file  in  those  jurisdictions  such  amendments
(including post-effective  amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness  thereof during
the  Registration  Period,  (iii) take such other actions as may be necessary to
maintain such registrations and qualifications in effect at all times during the
Registration  Period,  and (iv) take all other actions  reasonably  necessary or
advisable to qualify the Registrable  Securities for sale in such jurisdictions;
PROVIDED, HOWEVER that the Company shall not be required in connection therewith
or as a condition  thereto to (a)  qualify to do  business  in any  jurisdiction
where it would not  otherwise be required to qualify but for this Section  3(d),
(b)  subject  itself to general  taxation in any such  jurisdiction,  (c) file a
general consent to service of process in any such jurisdiction,  (d) provide any
undertakings  that cause the Company  undue  expense or burden,  or (e) make any
change in its charter or bylaws,  which in each case the Board of  Directors  of
the Company  determines to be contrary to the best  interests of the Company and
its stockholders.

          e. In the event the  Investors  who hold a majority in interest of the
Registrable  Securities being offered in an offering select underwriters for the
offering,  the Company  shall enter into and  perform its  obligations  under an
underwriting  agreement,  in  usual  and  customary  form,  including,   without
limitation,  customary  indemnification and contribution  obligations,  with the
underwriters of such offering.

          f. As promptly as practicable  after becoming aware of such event, the
Company shall notify each  Investor of the happening of any event,  of which the
Company  has  knowledge,  as a result of which the  prospectus  included  in the
Registration  Statement,  as then in effect,  includes an untrue  statement of a
material fact or omission to state a material fact required to be stated therein
or necessary to make the  statements  therein not  misleading,  and use its best
efforts  promptly  to prepare a  supplement  or  amendment  to the  Registration
Statement to correct such untrue statement or omission,  and deliver such number
of copies of such  supplement or amendment to each Investor as such Investor may
reasonably request.

          g. The Company  shall use its best  efforts to prevent the issuance of
any stop order or other suspension of effectiveness of a Registration Statement,
and, if such an order is issued,  to obtain the  withdrawal of such order at the
earliest practicable moment (including in each case by amending or supplementing
such  Registration  Statement) and to notify each Investor who holds Registrable
Securities  being  sold  (or,  in the  event of an  underwritten  offering,  the
managing  underwriters) of the issuance of such order and the resolution thereof
(and if such  Registration  Statement is supplemented  or amended,  deliver such
number  of copies of such  supplement  or  amendment  to each  Investor  as such
Investor may reasonably request).



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<PAGE>

          h. The Company shall permit a single firm of counsel designated by the
Initial  Investors to review the  Registration  Statement and all amendments and
supplements  thereto a reasonable  period of time prior to their filing with the
SEC,  and not  file any  document  in a form to which  such  counsel  reasonably
objects.

          i. The Company shall make generally  available to its security holders
as soon as practical, but not later than ninety (90) days after the close of the
period  covered  thereby,  an earnings  statement  (in form  complying  with the
provisions of Rule 158 under the Securities Act) covering a twelve-month  period
beginning  not later than the first day of the  Company's  fiscal  quarter  next
following the effective date of the Registration Statement.

          j. At the request of any Investor,  the Company shall furnish,  on the
date of effectiveness of the Registration  Statement (i) an opinion, dated as of
such date, from counsel  representing the Company addressed to the Investors and
in form, scope and substance as is customarily  given in an underwritten  public
offering  and (ii) in the case of an  underwriting,  a letter,  dated such date,
from  the  Company's  independent  certified  public  accountants  in  form  and
substance as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering,  addressed to the underwriters,
if any, and the Investors.

          k.  The  Company  shall  make  available  for  inspection  by (i)  any
Investor, (ii) any underwriter  participating in any disposition pursuant to the
Registration Statement,  (iii) one firm of attorneys and one firm of accountants
or other  agents  retained  by the  Investors,  and  (iv) one firm of  attorneys
retained by all such underwriters (collectively, the "INSPECTORS") all pertinent
financial and other records, and pertinent corporate documents and properties of
the  Company  (collectively,  the  "RECORDS"),  as  shall be  reasonably  deemed
necessary  by each  Inspector  to enable  each  Inspector  to  exercise  its due
diligence  responsibility,  and  cause the  Company's  officers,  directors  and
employees to supply all information  which any Inspector may reasonably  request
for purposes of such due diligence; PROVIDED, HOWEVER, that each Inspector shall
hold in confidence and shall not make any disclosure  (except to an Investor) of
any Record or other information which the Company determines in good faith to be
confidential,  and of which determination the Inspectors are so notified, unless
(a)  the  disclosure  of such  Records  is  necessary  to  avoid  or  correct  a
misstatement or omission in any Registration Statement,  (b) the release of such
Records  is  ordered  pursuant  to a  subpoena  or other  order  from a court or
government  body  of  competent  jurisdiction,  or (c) the  information  in such
Records has been made generally available to the public other than by disclosure
in violation of this or any other  agreement.  The Company shall not be required
to disclose any confidential  information in such Records to any Inspector until
and unless such Inspector shall have entered into confidentiality agreements (in
form and  substance  satisfactory  to the Company) with the Company with respect
thereto,  substantially  in the form of this Section 3(k).  Each Investor agrees
that it shall,  upon learning that disclosure of such Records is sought in or by
a court or governmental  body of competent  jurisdiction or through other means,
give prompt  notice to the Company and allow the  Company,  at its  expense,  to
undertake appropriate action to prevent disclosure of, or to obtain a protective
order for, the Records  deemed  confidential.  Nothing herein shall be deemed to
limit the Investors' ability to sell Registrable Securities in a manner which is
otherwise consistent with applicable laws and regulations.

          l. The Company shall hold in confidence and not make any disclosure of
information concerning an Investor provided to the Company unless (i) disclosure
of such  information  is necessary  to comply with  federal or state  securities
laws, (ii) the disclosure of such


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<PAGE>

information is necessary to avoid or correct a  misstatement  or omission in any
Registration  Statement,  (iii)  the  release  of such  information  is  ordered
pursuant  to a  subpoena  or other  order from a court or  governmental  body of
competent jurisdiction,  (iv) such information has been made generally available
to the  public  other  than by  disclosure  in  violation  of this or any  other
agreement,  or (v) such  Investor  consents  to the form and content of any such
disclosure.  The Company agrees that it shall,  upon learning that disclosure of
such  information  concerning  an  Investor  is  sought  in  or  by a  court  or
governmental body of competent  jurisdiction or through other means, give prompt
notice to such Investor prior to making such disclosure, and allow the Investor,
at its expense, to undertake  appropriate action to prevent disclosure of, or to
obtain a protective order for, such information.

          m. The Company shall use its best efforts to promptly either (i) cause
all the  Registrable  Securities  covered by the  Registration  Statement  to be
listed on the NYSE or the AMEX or another  national  securities  exchange and on
each additional  national  securities  exchange on which  securities of the same
class or series issued by the Company are then listed, if any, if the listing of
such Registrable  Securities is then permitted under the rules of such exchange,
or  (ii)  secure  the  designation  and  quotation  of all  of  the  Registrable
Securities covered by the Registration Statement on the NNM or the SmallCap and,
without limiting the generality of the foregoing,  to arrange for or maintain at
least two market makers to register with the National  Association of Securities
Dealers, Inc. ("NASD") as such with respect to such Registrable Securities.

          n. The Company shall provide a transfer agent and registrar, which may
be a single entity, for the Registrable  Securities not later than the effective
date of the Registration Statement.

          o. The Company shall cooperate with the Investors who hold Registrable
Securities being offered and the managing  underwriter or underwriters,  if any,
to facilitate the timely  preparation and delivery of certificates  (not bearing
any  restrictive  legends)  representing  Registrable  Securities  to be offered
pursuant to the  Registration  Statement and enable such  certificates  to be in
such denominations or amounts,  as the case may be, as the managing  underwriter
or underwriters,  if any, or the Investors may reasonably request and registered
in such  names as the  managing  underwriter  or  underwriters,  if any,  or the
Investors may request,  and, within three (3) business days after a Registration
Statement which includes Registrable Securities is ordered effective by the SEC,
the Company shall deliver, and shall cause legal counsel selected by the Company
to deliver, to the transfer agent for the Registrable Securities (with copies to
the Investors  whose  Registrable  Securities are included in such  Registration
Statement) an opinion of such counsel in the form attached hereto as EXHIBIT 1.

          p. At the request of any Investor,  the Company shall prepare and file
with  the  SEC  such  amendments  (including   post-effective   amendments)  and
supplements  to a Registration  Statement and the prospectus  used in connection
with the Registration  Statement as may be necessary in order to change the plan
of distribution set forth in such Registration Statement.

          q. The Company  shall  comply with all  applicable  laws  related to a
Registration  Statement and offering and sale of securities  and all  applicable
rules and  regulations  of  governmental  authorities  in  connection  therewith
(including,  without limitation,  the Securities Act and the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated by the SEC.)


                                       8

<PAGE>



          r. The Company  shall take all such other  actions as any  Investor or
the underwriters,  if any, reasonably request in order to expedite or facilitate
the disposition of the Registrable Securities.

          s. From and after the date of this  Agreement,  the Company shall not,
and shall not agree to,  allow the holders of any  securities  of the Company to
include any of their securities in any Registration Statement under Section 2(a)
hereof or any amendment or supplement  thereto under Section 3(b) hereof without
the  consent  of the  holders  of a  majority  in  interest  of the  Registrable
Securities;  PROVIDED,  HOWEVER, that the Investors hereby acknowledge and agree
that the Company may include in any  Registration  Statement  under Section 2(a)
hereof  (including  any  amendment  or  supplement  thereto)  (i)  any  and  all
securities  required to be  registered  by the Company  pursuant to the terms of
that certain  Registration  Rights  Agreement of even date herewith by and among
the Company and the  holders of the  Company's  Prepaid  Common  Stock  Purchase
Warrants;  and (ii) the  securities  owned by, or issuable to, those  persons or
entities identified as having piggyback registration rights with respect to such
securities on Schedule 1 attached hereto.

     4. OBLIGATIONS OF THE INVESTORS.

     In connection  with the  registration of the  Registrable  Securities,  the
Investors shall have the following obligations:

          a. It shall be a condition precedent to the obligations of the Company
to complete  the  registration  pursuant to this  Agreement  with respect to the
Registrable Securities of a particular Investor that such Investor shall furnish
to the Company such information  regarding  itself,  the Registrable  Securities
held by it and the intended method of disposition of the Registrable  Securities
held by it as shall be reasonably  required to effect the  registration  of such
Registrable  Securities and shall execute such documents in connection with such
registration as the Company may reasonably  request.  At least five (5) business
days prior to the first anticipated  filing date of the Registration  Statement,
the Company shall notify each Investor of the information  the Company  requires
from each such Investor.

          b. Each Investor,  by such  Investor's  acceptance of the  Registrable
Securities,  agrees to cooperate with the Company as reasonably requested by the
Company  in  connection  with the  preparation  and  filing of the  Registration
Statement hereunder, unless such Investor has notified the Company in writing of
such  Investor's  election  to  exclude  all  of  such  Investor's   Registrable
Securities from the Registration Statement.

          c. In the  event  Investors  holding a  majority  in  interest  of the
Registrable  Securities  being  offered  determine  to engage the services of an
underwriter,  each  Investor  agrees to enter into and perform  such  Investor's
obligations  under an  underwriting  agreement,  in usual  and  customary  form,
including,  without  limitation,   customary  indemnification  and  contribution
obligations,  with the managing underwriter of such offering and take such other
actions as are  reasonably  required  in order to  expedite  or  facilitate  the
disposition of the Registrable Securities, unless such Investor has notified the
Company  in writing  of such  Investor's  election  not to  participate  in such
underwritten distribution.



                                       9

<PAGE>

          d. Each  Investor  agrees  that,  upon  receipt of any notice from the
Company of the  happening of any event of the kind  described in Section 3(f) or
3(g),  such Investor will  immediately  discontinue  disposition  of Registrable
Securities  pursuant to the  Registration  Statement  covering such  Registrable
Securities  until such Investor's  receipt of the copies of the  supplemented or
amended  prospectus  contemplated by Section 3(f) or 3(g) and, if so directed by
the Company,  such Investor  shall deliver to the Company (at the expense of the
Company) or destroy (and deliver to the Company a  certificate  of  destruction)
all  copies in such  Investor's  possession,  of the  prospectus  covering  such
Registrable Securities current at the time of receipt of such notice.

          e.  No  Investor  may  participate  in any  underwritten  distribution
hereunder  unless such Investor (i) agrees to sell such  Investor's  Registrable
Securities on the basis provided in any  underwriting  arrangements in usual and
customary  form  entered into by the Company,  (ii)  completes  and executes all
questionnaires,  powers of attorney,  indemnities,  underwriting  agreements and
other  documents  reasonably  required  under  the  terms  of such  underwriting
arrangements,  and (iii)  agrees to pay its pro rata  share of all  underwriting
discounts  and  commissions  and any expenses in excess of those  payable by the
Company pursuant to Section 5 below.

     5.   EXPENSES OF REGISTRATION.
          ------------------------

          All  reasonable  expenses,   other  than  underwriting  discounts  and
commissions,   incurred   in   connection   with   registrations,   filings   or
qualifications pursuant to Sections 2 and 3, including,  without limitation, all
registration, listing and qualifications fees, printers and accounting fees, the
fees and  disbursements of counsel for the Company,  the fees and  disbursements
contemplated by Section 3(j) hereof,  and the reasonable fees and  disbursements
of one counsel  selected by the Investors  pursuant to Section 2(b) hereof shall
be  borne  by the  Company.  In  addition,  the  Company  shall  pay  all of the
Investors' costs and expenses (including legal fees) incurred in connection with
the enforcement of the rights of the Investors hereunder.

     6.   INDEMNIFICATION.
          ---------------

          In the event any Registrable Securities are included in a Registration
Statement under this Agreement:

          a. To the extent  permitted by law, the Company will  indemnify,  hold
harmless and defend (i) each Investor who holds such Registrable Securities, and
(ii) the directors,  officers,  partners,  members,  employees,  agents and each
person  who  controls  any  Investor  within  the  meaning  of Section 15 of the
Securities Act or Section 20 of the Securities  Exchange Act of 1934, as amended
(the "EXCHANGE ACT"), if any, (each, an "INDEMNIFIED PERSON"), against any joint
or several  losses,  claims,  damages,  liabilities  or expenses  (collectively,
together  with  actions,   proceedings   or  inquiries  by  any   regulatory  or
self-regulatory  organization,  whether  commenced  or  threatened,  in  respect
thereof,  "CLAIMS")  to which any of them may  become  subject  insofar  as such
Claims  arise out of or are based  upon:  (i) any  untrue  statement  or alleged
untrue statement of a material fact in a Registration  Statement or the omission
or alleged  omission to state  therein a material  fact required to be stated or
necessary  to make the  statements  therein  not  misleading,  (ii)  any  untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
preliminary  prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented,  if
the Company files any amendment  thereof or supplement  thereto with the SEC) or
the omission or alleged omission to state therein any material



                                       10
<PAGE>

fact  necessary  to  make  the  statements   made  therein,   in  light  of  the
circumstances  under which the statements therein were made, not misleading,  or
(iii) any violation or alleged  violation by the Company of the Securities  Act,
the  Exchange  Act,  any other law,  including,  without  limitation,  any state
securities  law, or any rule or regulation  thereunder  relating to the offer or
sale of the  Registrable  Securities  (the matters in the foregoing  clauses (i)
through (iii) being,  collectively,  "VIOLATIONS").  Subject to the restrictions
set forth in  Section  6(c) with  respect to the  number of legal  counsel,  the
Company  shall  reimburse  the  Investors  and each  other  Indemnified  Person,
promptly  as such  expenses  are  incurred  and are  due  and  payable,  for any
reasonable  legal  fees  or  other  reasonable  expenses  incurred  by  them  in
connection  with  investigating  or  defending  any such Claim.  Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained in this Section 6(a): (i) shall not apply to a Claim arising out of or
based upon a Violation  which  occurs in reliance  upon and in  conformity  with
information  furnished  in writing to the  Company  by such  Indemnified  Person
expressly for use in the Registration Statement or any such amendment thereof or
supplement  thereto;  (ii) shall not apply to amounts paid in  settlement of any
Claim if such  settlement is effected  without the prior written  consent of the
Company,  which  consent  shall not be  unreasonably  withheld;  and (iii)  with
respect to any  prospectus,  shall not inure to the  benefit of any  Indemnified
Person if the untrue  statement  or omission of material  fact  contained in the
prospectus was corrected on a timely basis in the prospectus, as then amended or
supplemented,  if such  corrected  prospectus  was timely made  available by the
Company pursuant to Section 3(c) hereof, and the Indemnified Person was promptly
advised in writing not to use the incorrect  prospectus  prior to the use giving
rise to a Violation and such Indemnified  Person,  notwithstanding  such advice,
used it. Such indemnity shall remain in full force and effect  regardless of any
investigation  made by or on behalf of the Indemnified  Person and shall survive
the transfer of the Registrable  Securities by the Investors pursuant to Section
9 hereof

          b. In connection with any Registration  Statement in which an Investor
is  participating,  each such  Investor  agrees  severally  and not  jointly  to
indemnify,  hold harmless and defend,  to the same extent and in the same manner
set forth in Section  6(a),  the  Company,  each of its  directors,  each of its
officers who signs the Registration  Statement,  its employees,  agents and each
person, if any, who controls the Company within the meaning of Section 15 of the
Securities  Act or Section 20 of the  Exchange  Act,  and any other  stockholder
selling  securities  pursuant  to  the  Registration  Statement  or  any  of its
directors or officers or any person who  controls  such  stockholder  within the
meaning of the  Securities  Act or the Exchange Act  (collectively  and together
with an Indemnified Person, an "INDEMNIFIED PARTY"),  against any Claim to which
any of them may become  subject,  under the Securities  Act, the Exchange Act or
otherwise,  insofar as such Claim arises out of or is based upon any  Violation,
in each case to the extent (and only to the extent) that such  Violation  occurs
in reliance upon and in  conformity  with written  information  furnished to the
Company by such Investor  expressly for use in connection with such Registration
Statement; and subject to Section 6(c) such Investor will reimburse any legal or
other expenses  (promptly as such expenses are incurred and are due and payable)
reasonably  incurred by them in connection with  investigating  or defending any
such Claim;  provided,  however,  that the indemnity agreement contained in this
Section 6(b) shall not apply to amounts paid in  settlement of any Claim if such
settlement is effected without the prior written consent of such Investor, which
consent shall not be unreasonably withheld; provided, further, however, that the
Investor shall be liable under this Agreement  (including  this Section 6(b) and
Section 7) for only that  amount as does not exceed  the net  proceeds  actually
received  by such  Investor  as a result of the sale of  Registrable  Securities
pursuant to such  Registration  Statement.  Such indemnity  shall remain in full
force and effect  regardless of any  investigation  made by or on behalf of such
Indemnified  Party and shall



                                       11

<PAGE>

survive the transfer of the Registrable  Securities by the Investors pursuant to
Section 9 hereof Notwithstanding  anything to the contrary contained herein, the
indemnification  agreement  contained  in this  Section 6(b) with respect to any
preliminary  prospectus shall not inure to the benefit of any Indemnified  Party
if  the  untrue  statement  or  omission  of  material  fact  contained  in  the
preliminary  prospectus  was corrected on a timely basis in the  prospectus,  as
then amended or supplemented,  and the Indemnified  Party failed to utilize such
corrected prospectus.

          c. Promptly  after  receipt by an  Indemnified  Person or  Indemnified
Party  under  this  Section  6 of  notice  of the  commencement  of  any  action
(including any  governmental  action),  such  Indemnified  Person or Indemnified
Party shall, if a Claim in respect  thereof is to made against any  indemnifying
party under this Section 6, deliver to the  indemnifying  party a written notice
of the commencement  thereof, and the indemnifying party shall have the right to
participate in, and, to the extent the  indemnifying  party so desires,  jointly
with any other indemnifying  party similarly  noticed,  to assume control of the
defense thereof with counsel mutually satisfactory to the indemnifying party and
the Indemnified  Person or the Indemnified  Party, as the case may be; PROVIDED,
HOWEVER,  that such  indemnified  party  shall not be  entitled  to assume  such
defense and an Indemnified  Person or Indemnified  Party shall have the right to
retain its own counsel with the fees and expenses to be paid by the indemnifying
party,  if in the  reasonable  opinion of counsel  retained by the  indemnifying
party,  the  representation  by  such  counsel  of  the  Indemnified  Person  or
Indemnified  Party and the  indemnifying  party  would be  inappropriate  due to
actual or potential  conflicts of interest  between such  Indemnified  Person or
Indemnified  Party and any  other  party  represented  by such  counsel  in such
proceeding  or the actual or  potential  defendants  in, or targets of, any such
action  include both the  Indemnified  Person or the  Indemnified  Party and the
indemnifying  party  and  any  such  Indemnified  Person  or  Indemnified  Party
reasonably  determines  that  there  may be  legal  defenses  available  to such
Indemnified  Person or Indemnified Party which are different from or in addition
to those available to such indemnifying  party. The indemnifying party shall pay
for  only  one  separate  legal  counsel  for  the  Indemnified  Persons  or the
Indemnified Parties, as applicable,  and such legal counsel shall be selected by
Investors holding a majority-in-interest  of the Registrable Securities included
in the  Registration  Statement to which the Claim relates (with the approval of
the  Initial  Investors  if they hold  Registrable  Securities  included in such
Registration  Statement),  if the  Investors  are  entitled  to  indemnification
hereunder,  or by the  Company,  if the Company is  entitled to  indemnification
hereunder,  as  applicable.  The  failure  to  deliver  written  notice  to  the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action  shall  not  relieve  such  indemnifying  party of any  liability  to the
Indemnified  Person or  Indemnified  Party  under this  Section 6, except to the
extent  that the  indemnifying  party is actually  prejudiced  in its ability to
defend such action. The indemnification required by this Section 6 shall be made
by  periodic   payments  of  the  amount   thereof  during  the  course  of  the
investigation or defense, as such expense, loss, damage or liability is incurred
and is due and payable.

     7.   CONTRIBUTION.
          ------------

          To  the  extent  any  indemnification  by  an  indemnifying  party  is
prohibited or limited by law, the indemnifying  party agrees to make the maximum
contribution  with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided,  however, that
(i) no contribution shall be made under  circumstances where the maker would not
have been  liable for  indemnification  under the fault  standards  set forth in
Section 6, (ii) no person  guilty of  fraudulent  misrepresentation  (within the
meaning  of  Section  1  l(f)  of the  Securities  Act)  shall  be  entitled  to
contribution  corn any seller of  Registrable  Securities  who was not guilty of
such fraudulent


                                       12

<PAGE>

misrepresentation,  and (iii) contribution (together with any indemnification or
other obligations under this Agreement) by any seller of Registrable  Securities
shall be limited in amount to the net amount of proceeds received by such seller
from the sale of such Registrable Securities.

     8. REPORTS UNDER THE EXCHANGE ACT.
        ------------------------------

With a view to  making  available  to the  Investors  the  benefits  of Rule 144
promulgated  under the Securities Act or any other similar rule or regulation of
the SEC that may at any time permit the  Investors  to sell  securities,  of the
Company to the public without registration ("RULE 144"), the Company agrees to:

          a. File with the SEC in a timely  manner  and make and keep  available
all reports and other documents required of the Company under the Securities Act
and the Exchange Act so long as the Company remains subject to such requirements
(it being  understood that nothing herein shall limit the Company's  obligations
under the  Warrants) and the filing and  availability  of such reports and other
documents is required for the applicable provisions of Rule 144; and

          b. Furnish to each  Investor so long as such Investor owns Warrants or
Registrable  Securities,  promptly upon request,  (i) a written statement by the
Company that it has complied  with the reporting  requirements  of Rule 144, the
Securities  Act and the Exchange  Act,  (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the Company,  and (iii) such other information as may be reasonably requested to
permit  the   Investors  to  sell  such   securities   under  Rule  144  without
registration.

     9.   ASSIGNMENT OF REGISTRATION RIGHTS.
          ---------------------------------

          The rights of the Investors hereunder, including the right to have the
Company register  Registrable  Securities  pursuant to this Agreement,  shall be
automatically  assignable  by  each  Investor  to any  transferee  of all or any
portion of the  Warrants  or the  Registrable  Securities  if: (i) the  Investor
agrees in writing with the  transferee or assignee to assign such rights,  and a
copy of such agreement is furnished to the Company after such  assignment,  (ii)
the Company is furnished with written notice of (a) the name and address of such
transferee  or  assignee,  and (b) the  securities  with  respect  to which such
registration  rights are being  transferred  or assigned,  (iii)  following such
transfer  or  assignment,  the further  disposition  of such  securities  by the
transferee or assignee is restricted  under the  Securities  Act and  applicable
state securities laws, (iv) the transferee or assignee agrees in writing for the
benefit of the Company to be bound by all of the  provisions  contained  herein,
and (v) such  transfer  shall have been made in accordance  with the  applicable
requirements of the Warrants.

     10   AMENDMENT OF REGISTRATION RIGHTS.
          ---------------------------------

          Provisions of this Agreement may be amended and the observance thereof
may  be  waived  (either  generally  or  in a  particular  instance  and  either
retroactively  or  prospectively),  only with written consent of the Company and
Investors  who  hold a  majority  in  interest  of the  Registrable  Securities;
provided,  however,  that no amendment  hereto which restricts the ability of an
Investor  to elect  not to  participate  in an  underwritten  offering  shall be
effective  against  any  Investor  which  does not  consent  in  writing to such
amendment.  Any amendment or waiver  effected in accordance with this Section 10
shall be binding upon each Investor and the Company.

                                       13

<PAGE>

     11.  MISCELLANEOUS.
          --------------

          a. A  person  or  entity  is  deemed  to be a  holder  of  Registrable
Securities  whenever  such  person or entity  owns of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or more  persons  or  entities  with  respect  to the  same
Registrable  Securities,  the Company shall act upon the basis of  instructions,
notice  or  election  received  from the  registered  owner of such  Registrable
Securities.

          b. Any notices  required or  permitted  to be given under the terms of
this  Agreement  shall be sent by certified or registered  mail (return  receipt
requested) or delivered  personally or by courier or by confirmed telecopy,  and
shall be effective  five (5) days after being placed in the mail, if mailed,  or
upon  receipt or refusal of receipt,  if delivered  personally  or by courier or
confirmed  telecopy,  in each case addressed to a party.  The addresses for such
communications shall be:

                  If to the Company:

                  SmartServ Online, Inc.
                  One Station Place
                  Stamford, CT 06902
                  Telecopy: (203) 353-5962
                  Attention: Chairman of the Board

                  With a copy to:

                  Parker Chapin Flattau &Klimpl, LLP
                  1211 Avenue of the Americas
                  New York, NY 10036
                  Telecopy: (2 12) 704-6288
                  Attention: Michael J. Shef, Esquire

and if to any Investor,  at such address as such Investor shall have provided in
writing to the Company, or at such other address as each such party furnishes by
notice given in accordance with this Section 1 l(b).

          c.  Failure of any party to  exercise  any right or remedy  under this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

          d. This  Agreement  shall be governed by and  construed in  accordance
with the laws of the State of Delaware  applicable  to contracts  made and to be
performed  in the State of  Delaware.  The Company  irrevocably  consents to the
jurisdiction of the United States federal courts and the state courts located in
the City of New York in the State of New York in any suit or proceeding based on
or arising  under  this  Agreement  and  irrevocably  agrees  that all claims in
respect of such suit or proceeding may be determined in such courts. The Company
irrevocably  waives the defense of an  inconvenient  forum to the maintenance of
such suit or proceeding. The Company further agrees that service of process upon
the  Company,  mailed by first  class  mail  shall be  deemed  in every  respect
effective  service of process  upon the Company in any such suit or





                                       14
<PAGE>

proceeding. Nothing herein shall affect the Investors' right to serve process in
any  other  manner   permitted   by  law.  The  Company   agrees  that  a  final
non-appealable  judgment in any such suit or proceeding  shall be conclusive and
may be enforced in other  jurisdictions by suit on such judgment or in any other
lawful manner.

          e. This Agreement,  the Line of Credit Agreement, the Placement Agency
Agreement,  the Consulting  Agreement and the Warrants  (including all schedules
and exhibits  thereto)  constitute the entire agreement among the parties hereto
with respect to the subject matter hereof and thereof This  Agreement,  the Line
of Credit Agreement,  the Placement Agency Agreement,  the Consulting  Agreement
and the Warrants  supersede all prior  agreements and  understandings  among the
parties hereto with respect to the subject matter hereof and thereof

          f. Subject to the  requirements  of Section 9 hereof,  this  Agreement
shall inure to the benefit of and be binding upon the  successors and assigns of
each of the parties hereto.

          g. The headings in this  Agreement  are for  convenience  of reference
only and shall not limit or otherwise affect the meaning hereof.

          h. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall  constitute one and the
same agreement.  This Agreement,  once executed by a party,  may be delivered to
the other party hereto by  facsimile  transmission  of a copy of this  Agreement
bearing the signature of the party so delivering this Agreement.

          i. Each party shall do and perform, or cause to be done and performed,
all such further acts and things,  and shall  execute and deliver all such other
agreements,  certificates,  instruments  and  documents,  as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.

          j. All consents,  approvals and other determinations to be made by the
Investors or the Initial  Investors  pursuant to this Agreement shall be made by
the  Investors  or the Initial  Investors  holding a majority in interest of the
Registrable  Securities (determined as if all Warrants then outstanding had been
exercised  for  Registrable   Securities)  held  by  all  Investors  or  Initial
Investors, as the case may be.

          k. The  initial  number  of  Registrable  Securities  included  on any
Registration  Statement and each increase (if any) to the number of  Registrable
Securities  included  thereon  shall be allocated  pro rata among the  Investors
based on the number of Registrable  Securities held by each Investor at the time
of such establishment or increase,  as the case may be. In the event an Investor
shall sell or otherwise  transfer any of such holder's  Registrable  Securities,
each  transferee  shall  be  allocated  a pro  rata  portion  of the  number  of
Registrable Securities included on a Registration Statement for such transferor.
Any shares of Common Stock included on a Registration Statement and which remain
allocated to any person or entity which does not hold any Registrable Securities
shall be allocated to the remaining  Investors,  pro rata based on the number of
shares of Registrable Securities then held by such Investors.  For the avoidance
of doubt,  the number of  Registrable  Securities  held by any Investor shall be
determined as if all Warrants then  outstanding  were exercised for  Registrable
Securities.



                                       15

<PAGE>

          l. For purposes of this  Agreement,  the term "business day" means any
day other than a Saturday or Sunday or a day on which  banking  institutions  in
the  State  of New  York are  authorized  or  obligated  by law,  regulation  or
executive order to close.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       16
<PAGE>


         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed as of the date first above written.

SMARTSERV ONLINE, INC.

By: ____________________________
Name:___________________________
Its: ___________________________


INITIAL INVESTORS:

ZANETT LOMBARDIER, LTD.

By: ____________________________
Name:___________________________
Its: ___________________________


THE ZANETT SECURITIES CORPORATION

By: ___________________________
Name:__________________________
Its: __________________________


BRUNO GUAZZONI
___________________________

                                       17

<PAGE>


         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed as of the date first above written.

SMARTSERV ONLINE, INC.

By: ___________________________
Name:__________________________
Its: __________________________


INITIAL INVESTORS:

ZANETT LOMBARDIER, LTD.

By: ___________________________
Name:__________________________
Its: __________________________


THE ZANETT SECURITIES CORPORATION

By: ___________________________
Name:__________________________
Its: __________________________


BRUNO GUAZZONI

_____________________________



                                       18
<PAGE>


         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed as of the date first above written.

SMARTSERV ONLINE, INC.

By: ___________________________
Name:__________________________
Its: __________________________


INITIAL INVESTORS:

ZANETT LOMBARDIER, LTD.

By: ___________________________
Name:__________________________
Its: __________________________


THE ZANETT SECURITIES CORPORATION

By: ___________________________
Name:__________________________
Its: __________________________


BRUNO GUAZZONI

___________________________



                                       19
<PAGE>


         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed as of the date first above written.

SMARTSERV ONLINE, INC.

By: ___________________________
Name:__________________________
Its: __________________________


INITIAL INVESTORS:

ZANETT LOMBARDIER, LTD.

By: ___________________________
Name:__________________________
Its: __________________________


THE ZANETT SECURITIES CORPORATION

By: ___________________________
Name:__________________________
Its: __________________________


BRUNO GUAZZONI

______________________________

                                       20

<PAGE>


                                                                  EXHIBIT 1
                                                                         TO
                                                               REGISTRATION
                                                                     RIGHTS
                                                                  AGREEMENT

                                     [Date]

 [Name and address
 of transfer agent]

                           RE: SMARTSERV ONLINE, INC.

                  Ladies and Gentlemen:

         We are counsel to SmartServ Online, Inc., a corporation organized under
the laws of the State of Delaware (the "COMPANY"),  and we understand that [Name
of  Investor](the   "HOLDER")  has  acquired  from  the  Company  warrants  (the
"WARRANTS") to acquire shares of the Company's  common stock, par value $.01 per
share.  Pursuant to a Registration  Rights Agreement,  dated as of September __,
1997,  by and among the Company,  the Holder and the other  signatories  thereto
(the "REGISTRATION RIGHTS AGREEMENT"), the Company agreed with the Holder, among
other things, to register the Registrable Securities (as that term is defined in
the Registration  Rights Agreement) under the Securities Act of 1933, as amended
(the  "SECURITIES  ACT"),  upon the terms  provided in the  Registration  Rights
Agreement.  In connection with the Company's  obligations under the Registration
Rights Agreement,  on , 1997, the Company filed a Registration Statement on Form
S-__ (File No. 333-___) (the  "REGISTRATION  STATEMENT") with the Securities and
Exchange  Commission (the "SEC") relating to the Registrable  Securities,  which
names the Holder as a selling stockholder thereunder. The Registration Statement
was declared effective by the SEC on _______, 1997.

         [Other customary  introductory and scope of examination language to be
inserted]

         Based on the  foregoing,  we are of the  opinion  that the  Registrable
Securities have been registered under the Securities Act.

                   [Other customary language to be included.]

                                                     Very truly yours,




 cc: [Name of Investor]



                                       21
<PAGE>



                                   SCHEDULE 1

                             SmartServ Online, Inc.
                           Securities To Be Registered
                               September 26, 1997

<TABLE>


Warrants/Warrant Shares
Herzog Group
<S>                                         <C>                       <C>
   I. Herzog Group                          25,000                    Exercisable at $4 per share
   B. Geduld                                12,500                    Exercisable at $4 per share
   A. Daponte                               22,500                    Exercisable at $4 per share
   S. Chung                                  7,500         67,500     Exercisable at $4 per share
                                        -------------

Henry Snow                                                100,000     Bridge Warrant - Exercisable at $4 per share
Alexandra Building Corporation                              5,000     Exercisable at $4.00 per share
Rickel & Associates (1)                                   150,000     Underwriter's Warrant - Exercisable at $8.25 per share
Rickel & Associates                         25,000                    Exercisable at $2.00 per share
                                            25,000                    Exercisable at $2.25 per share
                                            25,000                    Exercisable at $2.75 per share
                                            50,000                    Exercisable at $3.00 per share
                                            25,000                    Exercisable at $3.50 per share
                                            25,000                    Exercisable at $3.75 per share
                                            25,000        200,000     Exercisable at $4.00 per share
                                        -------------
Meyers Pollock Robbins
Michael Ploshnick                            2,500                    Exercisable at $2.00 per share
                                             2,500                    Exercisable at $2.50 per share
                                             5,000                    Exercisable at $3.00 per share
                                            10,000                    Exercisable at $5.00 per share
                                             4,500                    Exercisable at $2.00 per share
                                             4,500                    Exercisable at $2.50 per share
                                             9,000                    Exercisable at $3.00 per share
                                            18,000                    Exercisable at $5.00 per share
Steven Finklestein                           4,500                    Exercisable at $2.00 per share
                                             4,500                    Exercisable at $2.50 per share
                                             9,000                    Exercisable at $3.00 per share
                                            18,000                    Exercisable at $5.00 per share
Howard Schwartz                              4,500                    Exercisable at $2.00 per share
                                             4,500                    Exercisable at $2.50 per share
                                             9,000                    Exercisable at $3.00 per share
                                            18,000                    Exercisable at $5.00 per share
David Ganz                                   4,500                    Exercisable at $2.00 per share
                                             4,500                    Exercisable at $2.50 per share
                                             9,000                    Exercisable at $3.00 per share
                                            18,000                    Exercisable at $5.00 per share
Anthony Imbo                                 4,500                    Exercisable at $2.00 per share
                                             4,500                    Exercisable at $2.50 per share
                                             9,000                    Exercisable at $3.00 per share
                                            18,000        200,000     Exercisable at $5.00 per share
                                        -------------
<PAGE>



Common Shares
Herzog Group
   J. Herzog                                25,000
   B. Geduld                                12,500
   A. Daponte                               12,500
   S. Chung                                  7,500         57,500
                                        -------------

Interbank Companies                                        10,000     Shares underlying registered warrants

Interbank Companies                                       194,250

Electronic Trading Corp.                                   20,000

Rickel & Associates, Inc.                                  17,735
                                                      ---------------

                                                        1,021,985
                                                      ---------------

</TABLE>

 (1) Excludes 150,000 warrants underlying the Underwriter's  Warrant purchasable
     by Rickel upon  exercise of the  Underwriter's  Warrant.  Such Warrants are
     exercisable at $8.60 per share.