EXHIBIT 4.13



         VOID AFTER 5:00 P.M. NEW YORK CITY
         TIME ON ______  __, 200_

         THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
         NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES  ACT") OR THE SECURITIES LAWS OF ANY STATE.  THE SECURITIES
         REPRESENTED  HEREBY MAY NOT BE OFFERED,  SOLD OR OTHERWISE  TRANSFERRED
         UNLESS THE  SECURITIES  ARE  REGISTERED  UNDER THE  SECURITIES  ACT AND
         APPLICABLE STATE  SECURITIES LAWS, OR ANY SUCH OFFER,  SALE OR TRANSFER
         IS MADE  PURSUANT  TO AN  AVAILABLE  EXEMPTION  FROM  THE  REGISTRATION
         REQUIREMENTS OF THOSE LAWS.

                                             Right to Purchase ______ Shares of
                                             Common Stock
Date: ______  __, 199_

                             SMARTSERV ONLINE, INC.
                             STOCK PURCHASE WARRANT

         THIS  CERTIFIES  THAT,  for  value  received,   The  Zanett  Securities
Corporation  or its registered  assigns,  is entitled to purchase from SmartServ
Online, Inc., a Delaware  corporation (the "Company"),  at any time or from time
to time during the period specified in Section 2 hereof, _____________ (_______)
fully paid and  nonassessable  shares of the Company's  common stock,  par value
$.01 per share ("Common Stock"),  at an exercise price per share equal to $2.825
(the "Exercise Price");  provided,  however, that following the occurrence of an
Event of Default (as defined in the Note (as defined below)) under the Note, the
Exercise  Price  shall be equal to the lesser of (i) the  Exercise  Price  which
would have been in effect on the date of exercise  hereof but for the  operation
of this  proviso  and (ii) the  lowest  Closing  Price (as  defined  in  Section
4(l)(iii) below) during the longer of (A) the three (3) month period  commencing
on the date of the  occurrence  of such  Event  of  Default  and (B) the  period
commencing on the date of the  occurrence of such Event of Default and ending on
the date on which the Company pays the Default  Amount (as defined in the Note).
The Company shall immediately notify the holder of this Warrant,  in writing, of
the  occurrence  of any Event of Default under the Note and  thereafter,  of the
date of the  Company's  payment of the Default  Amount.  The number of shares of
Common Stock purchasable hereunder (the "Warrant Shares") and the Exercise Price
are subject to adjustment as provided in Section 4 hereof.  That certain Line of
Credit Agreement,  dated as of May 29, 1997,  pursuant to which this Warrant was
originally issued is referred to herein as the "Line of Credit  Agreement." That
certain Promissory Note in the principal amount of Five Hundred Thousand Dollars
($550,000)  originally  issued  pursuant  to the  Line of  Credit  Agreement  is
referred to herein as the "Note."


                                       1


<PAGE>

         This  Warrant  is  subject  to the  following  terms,  provisions,  and
conditions:

          1. Manner of Exercise;  Issuance of Certificates;  Payment for Shares.
Subject to the provisions hereof, including, without limitation, the limitations
contained  in Section 7 hereof,  this  Warrant  may be  exercised  by the holder
hereof,  in whole or in part, by the surrender of this Warrant,  together with a
completed  exercise  agreement  in  the  form  attached  hereto  (the  "Exercise
Agreement"),  to the Company during normal business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company  as it may  designate  by notice  to the  holder  hereof),  and upon (i)
payment to the Company in cash,  by certified or official  bank check or by wire
transfer for the account of the Company,  of the Exercise  Price for the Warrant
Shares specified in the Exercise Agreement or (ii) if the holder is effectuating
a Cashless  Exercise  (as defined in Section  10(c)  below)  pursuant to Section
10(c)  hereof,  delivery  to the  Company of a written  notice of an election to
effect a Cashless  Exercise  for the Warrant  Shares  specified  in the Exercise
Agreement.  The Warrant Shares so purchased  shall be deemed to be issued to the
holder hereof or such holder's designee,  as the record owner of such shares, as
of the close of  business  on the date on which  this  Warrant  shall  have been
surrendered,  the completed  Exercise  Agreement shall have been delivered,  and
payment  shall have been made for such shares as set forth  above.  Certificates
for the Warrant Shares so purchased, representing the aggregate number of shares
specified in the  Exercise  Agreement,  shall be delivered to the holder  hereof
within a  reasonable  time,  not  exceeding  two (2) business  days,  after this
Warrant shall have been so exercised (the "Delivery  Period").  The certificates
so delivered  shall be in such  denominations  as may be requested by the holder
hereof and shall be  registered in the name of such holder or such other name as
shall be  designated by such holder.  If this Warrant shall have been  exercised
only in part, then,  unless this Warrant has expired,  the Company shall, at its
expense,  at the time of delivery of such certificates,  deliver to the holder a
new Warrant representing the number of shares with respect to which this Warrant
shall not then have been exercised.

         If, at any time, a holder of this  Warrant  submits  this  Warrant,  an
Exercise  Agreement and payment to the Company of the Exercise Price for each of
the Warrant Shares specified in the Exercise Agreement  (including pursuant to a
Cashless Exercise), and the Company fails for any reason to deliver, on or prior
to the fourth  business day following the expiration of the Delivery  Period for
such  exercise,  the  number of shares  of Common  Stock to which the  holder is
entitled upon such exercise (an "Exercise Default"),  then the Company shall pay
to the holder payments  ("Exercise Default Payments") for an Exercise Default in
the amount of (a) (N/365),  multiplied by (b) the difference  between the Market
Price (as defined in Section 4(l)(ii) hereof) on the date the Exercise Agreement
giving rise to the Exercise  Default is transmitted in accordance with Section 1
(the  "Exercise  Default Date") less the Exercise  Price,  multiplied by (c) the
number of  shares of Common  Stock  the  Company  failed to so  deliver  in such
Exercise  Default,  multiplied by (d) .24, where N = the number of days from the
Exercise  Default Date to the date that the Company effects the full exercise of
this  Warrant  which gave rise to the  Exercise  Default.  The accrued  Exercise
Default  Payment  for  each  calendar  month  shall  be paid in cash or shall be
convertible into Common Stock at the Exercise Price, at the holder's option,  as
follows:


                                       2
<PAGE>

                  (a) In the event  holder  elects to take such payment in cash,
cash  payment  shall be made to  holder  by the  fifth  (5th)  day of the  month
following the month in which it has accrued; and

                  (b) In the event holder  elects to take such payment in Common
Stock,  the holder may convert  such  payment  amount  into Common  Stock at the
Exercise  Price (as in effect at the time of  conversion)  at any time after the
fifth (5th) day of the month following the month in which it has accrued.

                  Nothing herein shall limit the holder's right to pursue actual
damages for the Company's  failure to maintain a sufficient number of authorized
shares of Common Stock as required pursuant to the terms of Section 3(b) hereof,
or to otherwise  issue  shares of Common Stock upon  exercise of this Warrant in
accordance with the terms hereof, and each holder shall have the right to pursue
all  remedies  available  at law or in equity  (including  a decree of  specific
performance and/or injunctive relief).

          2. Period of Exercise. This Warrant is exercisable at any time or from
time to time on or after the date  hereof  and before  5:00 p.m.,  New York City
time on the fifth (5th) anniversary of the date hereof (the "Exercise Period").

          3. Certain Agreements of the Company. The Company hereby covenants and
agrees as follows:

               (a)  Shares to be Fully  Paid.  All  Warrant  Shares  will,  upon
issuance in accordance with the terms of this Warrant, be validly issued,  fully
paid, and nonassessable and free from all taxes, liens, claims and encumbrances.

               (b)  Reservation  of Shares.  During  the  Exercise  Period,  the
Company  shall at all times have  authorized,  and  reserved  for the purpose of
issuance upon exercise of this Warrant,  a sufficient number of shares of Common
Stock to provide for the exercise of this Warrant.

               (c) Listing. The Company shall promptly secure the listing of the
shares of Common Stock issuable upon exercise of this Warrant upon each national
securities  exchange or automated quotation system, if any, upon which shares of
Common  Stock are then listed or become  listed  (subject to official  notice of
issuance upon exercise of this Warrant) and shall maintain, so long as any other
shares of Common Stock shall be so listed,  such listing of all shares of Common
Stock from time to time  issuable  upon the  exercise of this  Warrant;  and the
Company  shall  so  list on  each  national  securities  exchange  or  automated
quotation  system,  as the case may be, and shall  maintain such listing of, any
other shares of capital stock of the Company  issuable upon the exercise of this
Warrant if and so long as any  shares of the same class  shall be listed on such
national securities exchange or automated quotation system.


                                       3


<PAGE>

               (d)  Certain  Actions  Prohibited.   The  Company  will  not,  by
amendment  of its  charter or through  any  reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed by it hereunder,  but will at all times in
good faith assist in the carrying out of all the  provisions of this Warrant and
in the taking of all such action as may reasonably be requested by the holder of
this  Warrant in order to protect the  exercise  privilege of the holder of this
Warrant  against  dilution or other  impairment,  consistent  with the tenor and
purpose of this Warrant.  Without limiting the generality of the foregoing,  the
Company  (i) will not  increase  the par value of any  shares  of  Common  Stock
receivable  upon the exercise of this Warrant  above the Exercise  Price then in
effect,  and (ii) will take all such actions as may be necessary or  appropriate
in  order  that the  Company  may  validly  and  legally  issue  fully  paid and
nonassessable shares of Common Stock upon the exercise of this Warrant.

               (e) Successors and Assigns. This Warrant will be binding upon any
entity succeeding to the Company by merger, consolidation, or acquisition of all
or substantially all of the Company's assets.

               (f) Blue Sky Laws.  The Company  shall,  on or before the date of
issuance  of  any  Warrant  Shares,  take  such  actions  as the  Company  shall
reasonably  determine are necessary to qualify the Warrant Shares for, or obtain
exemption  for the Warrant  Shares for,  sale to the holder of this Warrant upon
the exercise hereof under applicable securities or "blue sky" laws of the states
of the United States,  and shall provide evidence of any such action so taken to
the holder of this  Warrant  prior to such  date;  provided,  however,  that the
Company  shall not be  required  to qualify as a foreign  corporation  or file a
general consent to service of process in any such jurisdiction.

          4. Antidilution  Provisions.  During the Exercise Period, the Exercise
Price and the number of Warrant Shares shall be subject to adjustment  from time
to time as provided in this Section 4.

         In the event that any  adjustment  of the  Exercise  Price as  required
herein results in a fraction of a cent,  such Exercise Price shall be rounded up
or down to the nearest cent.

               (a)  Adjustment  of  Exercise  Price and  Number  of Shares  upon
Issuance of Common Stock. Except as otherwise provided in Sections 4(c) and 4(e)
hereof, if and whenever after the initial issuance of this Warrant,  the Company
issues or sells,  or in  accordance  with  Section 4(b) hereof is deemed to have
issued  or sold,  any  shares  of Common  Stock  for no  consideration  or for a
consideration  per share less than the Market  Price on the date of  issuance (a
"Dilutive Issuance"), then effective immediately upon the Dilutive Issuance, the
Exercise Price will be adjusted in accordance with the following formula:


                                       4


<PAGE>


                 E'   =   E    x     ___O + P/M____
                                                  CSDO

                  where:

                  E'       =        the adjusted Exercise Price;
                  E        =        the then current Exercise Price;
                  M        =        the then current Market Price (as defined in
                                    Section 4(1)(ii));
                  O        =        the  number  of  shares  of  Common  Stock
                                    outstanding immediately prior to the
                                    Dilutive Issuance;
                  P        =        the aggregate consideration, calculated as
                                    set forth in Section 4(b) hereof, received
                                    by the
                                    Company upon such Dilutive Issuance; and
                 CSDO      =        the total number of shares of Common Stock
                                    Deemed  Outstanding  (as  defined in Section
                                    4(l)(i))   immediately  after  the  Dilutive
                                    Issuance.

               (b) Effect on Exercise Price of Certain  Events.  For purposes of
determining the adjusted Exercise Price under Section 4(a) hereof, the following
will be applicable:

                    (i)  Issuance  of Rights or  Options.  If the Company in any
manner  issues  or  grants  any  warrants,  rights or  options,  whether  or not
immediately  exercisable,  to subscribe for or to purchase Common Stock or other
securities  exercisable,  convertible  into or  exchangeable  for  Common  Stock
("Convertible Securities") (such warrants, rights and options to purchase Common
Stock or Convertible  Securities are  hereinafter  referred to as "Options") and
the price per share for which Common Stock is issuable upon the exercise of such
Options is less than the Market  Price on the date of  issuance  ("Below  Market
Options"), then the maximum total number of shares of Common Stock issuable upon
the  exercise  of  all  such  Below  Market  Options  (assuming  full  exercise,
conversion or exchange of Convertible Securities, if applicable) will, as of the
date of the  issuance  or grant of such Below  Market  Options,  be deemed to be
outstanding  and to have been  issued and sold by the Company for such price per
share.  For purposes of the preceding  sentence,  the "price per share for which
Common  Stock is issuable  upon the  exercise of such Below  Market  Options" is
determined by dividing (i) the total amount,  if any,  received or receivable by
the  Company as  consideration  for the  issuance  or granting of all such Below
Market Options,  plus the minimum aggregate amount of additional  consideration,
if any,  payable to the  Company  upon the  exercise  of all such  Below  Market
Options,  plus, in the case of Convertible Securities issuable upon the exercise
of such  Below  Market  Options,  the  minimum  aggregate  amount of  additional
consideration  payable upon the exercise,  conversion or exchange thereof at the
time such  Convertible  Securities  first  become  exercisable,  convertible  or
exchangeable,  by (ii) the  maximum  total  number of  shares  of  Common  Stock
issuable  upon the  exercise of all such Below  Market  Options  (assuming  full
conversion of Convertible Securities,  if applicable).  No further adjustment to
the  Exercise  Price will be made upon the actual  issuance of such Common Stock
upon the exercise of such Below Market Options or upon the exercise,  conversion
or exchange  of  Convertible  Securities  issuable  upon  exercise of such Below
Market Options.




                                       5


<PAGE>

               (ii) Issuance of Convertible Securities.

                    (A) If the  Company  in  any  manner  issues  or  sells  any
Convertible Securities, whether or not immediately convertible (other than where
the same are issuable  upon the exercise of Options) and the price per share for
which Common Stock is issuable  upon such  exercise,  conversion or exchange (as
determined  pursuant  to Section  4(b)(ii)(B)  if  applicable)  is less than the
Market Price on the date of issuance, then the maximum total number of shares of
Common Stock  issuable  upon the  exercise,  conversion  or exchange of all such
Convertible  Securities will, as of the date of the issuance of such Convertible
Securities,  be deemed to be outstanding and to have been issued and sold by the
Company for such price per share.  For the purposes of the  preceding  sentence,
the "price per share for which  Common  Stock is  issuable  upon such  exercise,
conversion or exchange" is determined by dividing (i) the total amount,  if any,
received or receivable by the Company as consideration  for the issuance or sale
of all  such  Convertible  Securities,  plus the  minimum  aggregate  amount  of
additional  consideration,  if any,  payable to the Company  upon the  exercise,
conversion or exchange  thereof at the time such  Convertible  Securities  first
become  exercisable,  convertible  or  exchangeable,  by (ii) the maximum  total
number of shares of Common  Stock  issuable  upon the  exercise,  conversion  or
exchange  of all such  Convertible  Securities.  No  further  adjustment  to the
Exercise  Price will be made upon the actual  issuance of such Common Stock upon
exercise, conversion or exchange of such Convertible Securities.

                    (B) If the  Company  in  any  manner  issues  or  sells  any
Convertible  Securities  with a  fluctuating  conversion  or  exercise  price or
exchange ratio (a "Variable  Rate  Convertible  Security"),  then the "price per
share for which  Common  Stock is issuable  upon such  exercise,  conversion  or
exchange" for purposes of the calculation  contemplated  by Section  4(b)(ii)(A)
shall be deemed to be the  lowest  price per  share  which  would be  applicable
(assuming all holding period and other conditions to any discounts  contained in
such  Convertible  Security have been satisfied) if the Market Price on the date
of issuance of such  Convertible  Security  was 75% of the Market  Price on such
date (the "Assumed Variable Market Price").  Further, if the Market Price at any
time or times  thereafter is less than or equal to the Assumed  Variable  Market
Price last used for making any  adjustment  under this Section 4 with respect to
any Variable Rate  Convertible  Security,  the Exercise  Price in effect at such
time shall be readjusted  to equal the Exercise  Price which would have resulted
if the Assumed  Variable  Market  Price at the time of issuance of the  Variable
Rate Convertible  Security had been 75% of the Market Price existing at the time
of the adjustment required by this sentence.

               (iii) Change in Option Price or  Conversion  Rate.  If there is a
change at any time in (i) the amount of additional  consideration payable to the
Company  upon the  exercise  of any  Options;  (ii)  the  amount  of  additional
consideration,  if any, payable to the Company upon the exercise,  conversion or
exchange  of any  Convertible  Securities;  or  (iii)  the  rate  at  which  any
Convertible Securities are convertible into or exchangeable for Common Stock (in
each such case, other than under or by reason of provisions  designed to protect
against dilution),  the Exercise Price in effect at the time of such change will
be readjusted to the Exercise


                                       6



<PAGE>


Price  which  would  have  been in  effect  at such  time  had such  Options  or
Convertible  Securities still outstanding  provided for such changed  additional
consideration  or  changed  conversion  rate,  as the case  may be,  at the time
initially granted, issued or sold.

               (iv)  Treatment of Expired  Options and  Unexercised  Convertible
Securities. If, in any case, the total number of shares of Common Stock issuable
upon  exercise  of any Option or upon  exercise,  conversion  or exchange of any
Convertible  Securities is not, in fact,  issued and the rights to exercise such
Option or to exercise,  convert or exchange such  Convertible  Securities  shall
have expired or terminated, the Exercise Price then in effect will be readjusted
to the  Exercise  Price  which  would  have  been in  effect at the time of such
expiration or  termination  had such Option or  Convertible  Securities,  to the
extent  outstanding  immediately prior to such expiration or termination  (other
than in respect  of the  actual  number of shares of Common  Stock  issued  upon
exercise  or  conversion  thereof),   never  been  issued.

               (v) Calculation of Consideration  Received.  If any Common Stock,
Options or  Convertible  Securities  are issued,  granted or sold for cash,  the
consideration  received therefor for purposes of this Warrant will be the amount
received by the Company  therefor,  before deduction of reasonable  commissions,
underwriting  discounts  or  allowances  or other  reasonable  expenses  paid or
incurred by the Company in connection with such issuance, grant or sale. In case
any Common Stock,  Options or  Convertible  Securities  are issued or sold for a
consideration  part or all of which shall be other than cash,  the amount of the
consideration  other than cash  received by the Company  will be the fair market
value  of such  consideration,  except  where  such  consideration  consists  of
securities,  in which case the amount of  consideration  received by the Company
will be the Market Price  thereof as of the date of receipt.  In case any Common
Stock,  Options or  Convertible  Securities  are issued in  connection  with any
merger or consolidation in which the Company is the surviving  corporation,  the
amount of  consideration  therefor will be deemed to be the fair market value of
such portion of the net assets and business of the non-surviving  corporation as
is attributable to such Common Stock, Options or Convertible Securities,  as the
case may be.  The fair  market  value of any  consideration  other  than cash or
securities  will be determined  in good faith by an  investment  banker or other
appropriate expert of national reputation selected by the Company and reasonably
acceptable to the holder hereof, with the costs of such appraisal to be borne by
the Company.

               (vi) Exceptions to Adjustment of Exercise Price. No adjustment to
the Exercise  Price will be made (i) upon the exercise of any warrants,  options
or  convertible  securities  issued  and  outstanding  on  the  date  hereof  in
accordance  with the terms of such  securities  as of such  date;  (ii) upon the
grant or  exercise  of any stock or options  which may  hereafter  be granted or
exercised  under any employee  benefit plan of the Company now existing or to be
implemented  in the future,  so long as the issuance of such stock or options is
approved by a majority of the non-employee  members of the Board of Directors of
the  Company  or a  majority  of the  members  of a  committee  of  non-employee
directors established for such purpose;  (iii) upon the issuance of any warrants
in  accordance  with terms of the Line of Credit  Agreement and the Note or upon
the exercise of such  warrants;  or (iv) upon the issuance of any  securities in
connection  with  that  certain  rights  offering  in the  aggregate  amount  of
$2,875,000 conducted on behalf of the Company by Coleman and Company Securities,
Inc.



                                       7
<PAGE>

          (c) Subdivision or Combination of Common Stock. If the Company, at any
time after the initial issuance of this Warrant, subdivides (by any stock split,
stock dividend, recapitalization, reorganization, reclassification or otherwise)
its shares of Common Stock into a greater number of shares, then, after the date
of  record  for  effecting  such  subdivision,  the  Exercise  Price  in  effect
immediately prior to such subdivision will be  proportionately  reduced.  If the
Company,  at any time after the initial  issuance of this Warrant,  combines (by
reverse  stock  split,  recapitalization,  reorganization,  reclassification  or
otherwise)  its shares of Common  Stock into a smaller  number of shares,  then,
after the date of record for effecting such  combination,  the Exercise Price in
effect immediately prior to such combination will be proportionately increased.

          (d)  Adjustment  in Number of  Shares.  Upon  each  adjustment  of the
Exercise  Price  pursuant  to the  provisions  of this  Section 4, the number of
shares of Common Stock  issuable upon exercise of this Warrant shall be adjusted
by multiplying a number equal to the Exercise Price in effect  immediately prior
to such  adjustment  by the  number  of shares of  Common  Stock  issuable  upon
exercise of this Warrant  immediately  prior to such adjustment and dividing the
product so obtained by the adjusted Exercise Price.

          (e) Consolidation, Merger or Sale. In case of any consolidation of the
Company with, or merger of the Company into any other corporation, or in case of
any sale or conveyance of all or substantially  all of the assets of the Company
other than in connection  with a plan of complete  liquidation of the Company at
any time after the initial issuance of this Warrant, then as a condition of such
consolidation,  merger or sale or  conveyance,  adequate  provision will be made
whereby  the holder of this  Warrant  will have the right to acquire and receive
upon exercise of this Warrant in lieu of the shares of Common Stock  immediately
theretofore  acquirable upon the exercise of this Warrant, such shares of stock,
securities  or assets as may be issued or payable with respect to or in exchange
for the number of shares of Common Stock immediately  theretofore acquirable and
receivable upon exercise of this Warrant had such consolidation,  merger or sale
or  conveyance  not  taken  place.  In any such  case,  the  Company  will  make
appropriate  provision  to insure that the  provisions  of this Section 4 hereof
will  thereafter  be applicable as nearly as may be in relation to any shares of
stock or securities  thereafter  deliverable  upon the exercise of this Warrant.
The  Company  will not effect any  consolidation,  merger or sale or  conveyance
unless prior to the consummation  thereof,  the successor  corporation (if other
than the  Company)  assumes by written  instrument  the  obligations  under this
Section 4 and the  obligations  to deliver to the  holder of this  Warrant  such
shares of stock,  securities  or assets  as, in  accordance  with the  foregoing
provisions, the holder may be entitled to acquire.


                                       8


<PAGE>

         (f) Distribution of Assets.  In case the Company shall declare or make
any  distribution  of its assets (or rights to acquire its assets) to holders of
Common Stock as a dividend,  by way of return of capital or otherwise (including
any dividend or distribution to the Company's shareholders of cash or shares (or
rights to acquire shares) of capital stock of a subsidiary) (a  "Distribution"),
at any time after the initial issuance of this Warrant,  then the holder of this
Warrant  shall be entitled upon exercise of this Warrant for the purchase of any
or all of the shares of Common Stock  subject  hereto,  to receive the amount of
such  assets (or rights)  which  would have been  payable to the holder had such
holder been the holder of such shares of Common Stock on the record date for the
determination of shareholders entitled to such Distribution.

          (g)  Notice of  Adjustment.  Upon the  occurrence  of any event  which
requires any adjustment of the Exercise Price,  then, and in each such case, the
Company shall give notice  thereof to the holder of this  Warrant,  which notice
shall state the Exercise Price  resulting from such  adjustment and the increase
or  decrease  in the number of  Warrant  Shares  purchasable  at such price upon
exercise,  setting forth in reasonable  detail the method of calculation and the
facts upon which such calculation is based.  Such calculation shall be certified
by the chief financial officer of the Company.

          (h)  Minimum  Adjustment  of  Exercise  Price.  No  adjustment  of the
Exercise  Price shall be made in an amount of less than 1% of the Exercise Price
in effect at the time such adjustment is otherwise  required to be made, but any
such lesser  adjustment  shall be carried  forward and shall be made at the time
and  together  with the next  subsequent  adjustment  which,  together  with any
adjustments  so  carried  forward,  shall  amount  to not  less  than 1% of such
Exercise Price.

          (i) No Fractional  Shares. No fractional shares of Common Stock are to
be issued upon the exercise of this  Warrant,  but the Company  shall pay a cash
adjustment in respect of any fractional  share which would otherwise be issuable
in an amount equal to the same fraction of the Market Price of a share of Common
Stock on the date of such exercise.

          (j) Other Notices. In case at any time:

               (i) the Company  shall declare any dividend upon the Common Stock
payable  in shares of stock of any class or make any other  distribution  (other
than  dividends  or  distributions  payable  in cash  out of  retained  earnings
consistent with the Company's past practices with respect to declaring dividends
and making distributions) to the holders of the Common Stock;

               (ii) the  Company  shall offer for  subscription  pro rata to the
holders of the Common Stock any additional shares of stock of any class or other
rights;

               (iii) there shall be any capital  reorganization  of the Company,
or  reclassification  of the Common  Stock,  or  consolidation  or merger of the
Company  with or into,  or sale of all or  substantially  all of its  assets to,
another corporation or entity; or


                                       9


<PAGE>

               (iv)  there  shall be a  voluntary  or  involuntary  dissolution,
liquidation or winding-up of the Company;

then,  in each such case,  the Company  shall give to the holder of this Warrant
(a) notice of the date on which the books of the Company shall close or a record
shall be taken for  determining  the holders of Common Stock entitled to receive
any such dividend,  distribution,  or subscription rights or for determining the
holders of Common Stock entitled to vote in respect of any such  reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding-up  and (b) in the  case of any such  reorganization,  reclassification,
consolidation,  merger, sale, dissolution,  liquidation or winding-up, notice of
the date (or,  if not then  known,  a  reasonable  approximation  thereof by the
Company) when the same shall take place. Such notice shall also specify the date
on which the holders of Common Stock shall be entitled to receive such dividend,
distribution, or subscription rights or to exchange their Common Stock for stock
or  other  securities  or  property   deliverable   upon  such   reorganization,
reclassification,  consolidation,  merger, sale,  dissolution,  liquidation,  or
winding-up,  as the case  may be.  Such  notice  shall be given at least 30 days
prior to the record date or the date on which the Company's  books are closed in
respect thereto. Failure to give any such notice or any defect therein shall not
affect the validity of the proceedings  referred to in clauses (i), (ii),  (iii)
and (iv) above.

          (k) Certain Events. If, at any time after the initial issuance of this
Warrant, any event occurs of the type contemplated by the adjustment  provisions
of this Section 4 but not expressly provided for by such provisions, the Company
will give  notice of such event as  provided  in Section  4(g)  hereof,  and the
Company's Board of Directors will make an appropriate adjustment in the Exercise
Price and the number of shares of Common Stock  acquirable upon exercise of this
Warrant  so that  the  rights  of the  holder  shall  be  neither  enhanced  nor
diminished by such event.

          (l) Certain Definitions.

               (i) "Common  Stock Deemed  Outstanding"  shall mean the number of
shares of Common Stock  actually  outstanding  (not  including  shares of Common
Stock  held  in the  treasury  of the  Company),  plus  (x) in the  case  of any
adjustment  required by Section 4(a) resulting from the issuance of any Options,
the maximum total number of shares of Common Stock issuable upon the exercise of
the Options for which the  adjustment  is required  (including  any Common Stock
issuable  upon  the  conversion  of  Convertible  Securities  issuable  upon the
exercise of such  Options),  and (y) in the case of any  adjustment  required by
Section 4(a)  resulting  from the issuance of any  Convertible  Securities,  the
maximum  total  number of shares of Common  Stock  issuable  upon the  exercise,
conversion or exchange of the Convertible Securities for which the adjustment is
required, as of the date of issuance of such Convertible Securities, if any.

               (ii) "Market Price," as of any date, (i) means the average of the
closing  bid  prices for the shares of Common  Stock as  reported  on the Nasdaq
SmallCap Market by Bloomberg  Financial  Markets  ("Bloomberg") for the five (5)
trading days  immediately



                                       10


<PAGE>

preceding such date, or (ii) if the Nasdaq  SmallCap Market is not the principal
trading  market  for the  shares of Common  Stock,  the  average of the last bid
prices  reported by Bloomberg  on the  principal  trading  market for the Common
Stock during the same period,  or, if there is no bid price for such period, the
last  sales  price  reported  by  Bloomberg  for  such  period,  or (iii) if the
foregoing  do not apply,  the last  closing  bid price of such  security  in the
over-the-counter  market on the pink sheets or bulletin  board for such security
as reported  by  Bloomberg,  or if no closing bid price is so reported  for such
security,  the  last  closing  trade  price  of such  security  as  reported  by
Bloomberg,  or (iv) if market value cannot be  calculated as of such date on any
of the foregoing  bases, the Market Price shall be the average fair market value
as reasonably  determined by an investment  banking firm selected by the Company
and reasonably  acceptable to the holder,  with the costs of the appraisal to be
borne by the Company.  The manner of determining  the Market Price of the Common
Stock set forth in the  foregoing  definition  shall  apply with  respect to any
other  security in respect of which a  determination  as to market value must be
made hereunder.

               (iii) "Closing  Price," as of any date, (i) means the closing bid
price for the shares of Common Stock as reported on the Nasdaq  SmallCap  Market
by Bloomberg for the trading day immediately preceding such date, or (ii) if the
Nasdaq  SmallCap  Market is not the principal  trading  market for the shares of
Common Stock, the last bid price reported by Bloomberg on the principal  trading
market for the Common Stock on the trading day immediately  preceding such date,
or, if there is no bid price for such period,  the last sales price  reported by
Bloomberg  on trading  day  immediately  preceding  such  date,  or (iii) if the
foregoing  do not apply,  the last  closing  bid price of such  security  in the
over-the-counter  market on the pink sheets or bulletin  board for such security
as reported by Bloomberg on the trading day immediately  preceding such date, or
if no closing bid price is so reported for such security, the last closing trade
price of such  security as reported by Bloomberg on the trading day  immediately
preceding  such date,  or (iv) if market value cannot be  calculated  as of such
date on any of the foregoing  bases,  the Closing Price shall be the fair market
value as reasonably  determined  by an  investment  banking firm selected by the
Company and reasonably acceptable to the holder, with the costs of the appraisal
to be borne by the Company.

               (iv) "Common Stock," for purposes of this Section 4, includes the
Common  Stock  and any  additional  class  of  stock of the  Company  having  no
preference as to dividends or  distributions  on liquidation,  provided that the
shares purchasable pursuant to this Warrant shall include only Common Stock, par
value $.01 per share, in respect of which this Warrant is exercisable, or shares
resulting from any  subdivision  or combination of such Common Stock,  or in the
case of any reorganization, reclassification,  consolidation, merger, or sale of
the character  referred to in Section 4(e) hereof, the stock or other securities
or property provided for in such Section.

          5. Issue Tax. The issuance of certificates for Warrant Shares upon the
exercise  of this  Warrant  shall be made  without  charge to the holder of this
Warrant or such shares for any issuance  tax or other costs in respect  thereof,
provided  that the  Company  shall not be  required  to pay any tax which may be
payable in respect of any transfer  involved in the issuance and delivery of any
certificate in a name other than the holder of this Warrant.


                                       11


<PAGE>

          6. No Rights or Liabilities  as a Shareholder.  This Warrant shall not
entitle the holder  hereof to any voting rights or other rights as a shareholder
of the  Company.  No provision of this  Warrant,  in the absence of  affirmative
action by the holder hereof to purchase Warrant Shares,  and no mere enumeration
herein of the rights or privileges of the holder hereof,  shall give rise to any
liability  of such  holder for the  Exercise  Price or as a  shareholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

          7. Transfer, Exchange, Redemption and Replacement of Warrant.

               (a) Restriction on Transfer.  This Warrant and the rights granted
to the holder hereof are  transferable,  in whole or in part,  upon surrender of
this Warrant,  together with a properly executed assignment in the form attached
hereto,  at the office or agency of the  Company  referred  to in  Section  7(e)
below,  provided,  however,  that any transfer or assignment shall be subject to
the  conditions  set forth in Sections 7(f) and (g) hereof and to the provisions
of Sections 2(f) and (g) of the Line of Credit Agreement.  Until due presentment
for registration of transfer on the books of the Company,  the Company may treat
the  registered  holder  hereof as the owner and holder hereof for all purposes,
and the Company shall not be affected by any notice to the contrary.

               (b)  Warrant  Exchangeable  for  Different  Denominations.   This
Warrant is  exchangeable,  upon the surrender hereof by the holder hereof at the
office or agency of the  Company  referred  to in Section  7(e)  below,  for new
Warrants of like tenor of different denominations  representing in the aggregate
the  right to  purchase  the  number of  shares  of  Common  Stock  which may be
purchased  hereunder,  each of such  new  Warrants  to  represent  the  right to
purchase  such number of shares as shall be  designated  by the holder hereof at
the time of such surrender.

               (c) Replacement of Warrant.  Upon receipt of evidence  reasonably
satisfactory to the Company of the loss,  theft,  destruction,  or mutilation of
this  Warrant and, in the case of any such loss,  theft,  or  destruction,  upon
delivery of an indemnity agreement reasonably satisfactory in form and amount to
the  Company,  or,  in the  case of any  such  mutilation,  upon  surrender  and
cancellation  of this  Warrant,  the Company,  at its expense,  will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

               (d) Cancellation; Payment of Expenses. Upon the surrender of this
Warrant in connection with any transfer, exchange, or replacement as provided in
this Section 7, this  Warrant  shall be promptly  canceled by the  Company.  The
Company shall pay all taxes (other than securities transfer taxes) and all other
expenses  (other  than  legal  expenses,  if  any,  incurred  by the  Holder  or
transferees) and charges payable in connection with the preparation,  execution,
and delivery of Warrants pursuant to this Section 7. The Company shall indemnify
and reimburse  the holder of this Warrant for all costs and expenses  (including
legal fees)  incurred by such holder in connection  with the  enforcement of its
rights hereunder.



                                       12


<PAGE>

               (e)  Warrant  Register.   The  Company  shall  maintain,  at  its
principal executive offices (or such other office or agency of the Company as it
may designate by notice to the holder hereof),  a register for this Warrant,  in
which the Company  shall record the name and address of the person in whose name
this Warrant has been issued, as well as the name and address of each transferee
and each prior owner of this Warrant.

               (f) Exercise or Transfer Without Registration. If, at the time of
the surrender of this Warrant in  connection  with any  exercise,  transfer,  or
exchange of this  Warrant,  this Warrant (or, in the case of any  exercise,  the
Warrant Shares issuable hereunder), shall not be registered under the Securities
Act and under  applicable  state  securities  or blue sky laws,  the Company may
require, as a condition of allowing such exercise,  transfer,  or exchange,  (i)
that the holder or transferee of this  Warrant,  as the case may be,  furnish to
the  Company a written  opinion  of  counsel  (which  opinion  shall be in form,
substance   and  scope   customary   for  opinions  of  counsel  in   comparable
transactions)  to the effect that such  exercise,  transfer,  or exchange may be
made without  registration  under the Securities Act and under  applicable state
securities  or blue sky laws (the cost of which shall be borne by the Company if
the Company's  counsel renders such opinion and up to $250 of such cost shall be
borne by the Company if the holder's  counsel  renders such opinion),  (ii) that
the holder or transferee execute and deliver to the Company an investment letter
in form and substance acceptable to the Company and (iii) that the transferee be
an  "accredited  investor"  as  defined  in Rule  501(a)  promulgated  under the
Securities  Act.  With respect to any opinion to be provided  pursuant to clause
(i) above,  the holder shall be entitled to request that the  Company's  counsel
render  such  opinion  and the  Company  shall  cause its counsel to render such
opinion if requested by the holder.

               (g)   Additional    Restrictions   on   Exercise   or   Transfer.
Notwithstanding  anything  contained herein to the contrary,  this Warrant shall
not be  exercisable  by a holder  hereof to the extent  (but only to the extent)
that,  if  exercisable  by such holder,  such holder would  beneficially  own in
excess of 4.9% of the  outstanding  shares of Common  Stock.  To the  extent the
above limitation  applies,  the determination of whether and to what extent this
Warrant shall be exercisable  vis-a-vis  other  securities  owned by such holder
shall be in the sole discretion of the holder and submission of this Warrant for
full or partial  exercise  shall be deemed to be the holder's  determination  of
whether  and the  extent to which  this  Warrant  is  exercisable,  in each case
subject to such aggregate percentage limitation.  No prior inability to exercise
the Warrant pursuant to this Section shall have any effect on the  applicability
of the provisions of this Section with respect to any  subsequent  determination
of  exerciseability.   For  purposes  of  the  immediately  preceding  sentence,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities  Exchange Act of 1934, as amended,  and Regulation 13D-G  thereunder.
The  restrictions  contained in this Section 7(g) may not be amended without the
consent  of the holder of this  Warrant  and the  holders  of a majority  of the
Company's then outstanding  Common Stock.  The first holder of this Warrant,  by
taking and  holding  the same,  represents  to the  Company  that such holder is
acquiring  this  Warrant  for  investment  only  and  not  with  a  view  to the
distribution  thereof,  except  pursuant  to  sales  that  are  exempt  from the
registration  requirements of the Securities Act and/or sales  registered  under
the Securities Act.


                                       13

<PAGE>

          8.  Notices.  Any notices  required or permitted to be given under the
terms of this  Warrant  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 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:   (202) 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: (212) 704-6288
                  Attention: Michael J. Shef, Esquire

and if to the  holder,  at such  address as such holder  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 8.

          9. Governing Law; Jurisdiction.  This Warrant 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
located  in the  City of New  York in the  State  of New  York,  in any  suit or
proceeding  based on or arising under this Warrant 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 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
proceeding.  Nothing  herein shall affect the holder's 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.

          10.  Miscellaneous.

               (a) Amendments. This Warrant and any provision hereof may only be
amended by an instrument in writing signed by the Company and the holder hereof.


                                       14


<PAGE>

               (b) Descriptive Headings. The descriptive headings of the several
Sections of this Warrant are inserted for purposes of reference  only, and shall
not affect the meaning or construction of any of the provisions hereof.

               (c) Cashless Exercise.  Notwithstanding  anything to the contrary
contained in this Warrant,  if the resale of the Warrant Shares by the holder is
not then registered  pursuant to an effective  registration  statement under the
Securities  Act, this Warrant may be exercised at any time after the first (1st)
anniversary  of the  date  hereof  until  the  end of the  Exercise  Period,  by
presentation  and  surrender  of this  Warrant to the  Company at its  principal
executive  offices with a written  notice of the holder's  intention to effect a
cashless  exercise,  including a  calculation  of the number of shares of Common
Stock to be issued upon such  exercise in  accordance  with the terms  hereof (a
"Cashless Exercise"). In the event of a Cashless Exercise, in lieu of paying the
Exercise Price in cash, the holder shall  surrender this Warrant for that number
of shares of Common Stock determined by multiplying the number of Warrant Shares
to which it would  otherwise be entitled by a fraction,  the  numerator of which
shall be the  difference  between the then current Market Price per share of the
Common Stock and the Exercise  Price,  and the denominator of which shall be the
then current Market Price per share of Common Stock.

          11. Registration of Warrant Shares.

               (a) As used in this  Section 11, the  following  terms shall have
the following meanings:

                    (i)  "Investors"  means the holder of this  Warrant  and any
transferees or assignees hereof in accordance with Section 7 hereof.

                    (ii) "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").

                    (iii)  "Registrable  Securities"  means the  Warrant  Shares
issued or issuable upon  exercise  hereof and any shares of capital stock issued
or issuable, from time to time (with any adjustments),  on or in exchange for or
otherwise with respect to the foregoing.

                    (iv) "Registration Statement" means a registration statement
of the Company under the Securities Act.

               (b) In  connection  with any  registration  of the  resale of the
Registrable  Securities  by  Investors,  the  Company  shall have the  following
obligations:


                                       15


<PAGE>

                    (i)  The  Company  shall  furnish  to  each  Investor  whose
Registrable  Securities are included in the Registration  Statement covering the
resale of the  Registrable  Securities  and its 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 (ii) 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.

                    (ii) 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.

                    (iii) The Company shall use reasonable commercial 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 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.

                    (iv) The  Company  shall  permit a  single  firm of  counsel
designated  by the  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 to which such counsel  reasonably
objects.

                    (v) 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  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.


                                       16



<PAGE>

          (c) In connection  with the  registration of the resale of Registrable
Securities by Investors, the Investors shall have the following obligations:

                    (i)  Each  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 three (3) 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.

                    (ii) 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.

                    (iii) Each Investor  agrees that, upon receipt of any notice
from the Company of the happening of any event of the kind described in Sections
11(b)(ii)  and  (iii)  hereof,   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 Sections 11(b)(ii) and
(iii) hereof, 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.

               (d) All reasonable  expenses,  other than underwriting  discounts
and  commissions,   incurred  in  connection  with  registrations,   filings  or
qualifications pursuant to this Section 11, including,  without limitation,  all
registration,  listing and qualifications fees, printers and accounting fees and
the fees and  disbursements  of counsel for the  Company,  shall be borne by the
Company.  The Investors  shall be  responsible  for all cost incurred by them or
their advisors and other professionals  (including,  without  limitation,  their
legal  counsel,  accountants  and  investment  bankers) in  connection  with any
registration hereunder.

               (e) In the event any  Registrable  Securities  are  included in a
Registration Statement under this Section 11:

                    (i) 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



                                       17


<PAGE>

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 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 11(e)(iii) with respect to the number of legal counsel, the
Company shall  reimburse the Investors and each such  underwriter or controlling
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  11(e)(i):  (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  preliminary  prospectus,  shall not inure to the  benefit of any
Indemnified  Person  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,  if such corrected  prospectus was
timely made available by the Company pursuant hereto, 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.

(ii) 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  11(e)(i)  hereof,  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 or underwriter
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


                                       18



<PAGE>

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  11(e)(iii)  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  11(e)(ii)  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 Section
11(e)(ii)  and under  Section  11(f) 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  survive  the  transfer  of the
Registrable  Securities  by  the  Investors.  Notwithstanding  anything  to  the
contrary  contained  herein,  the  indemnification  agreement  contained in this
Section 11(e)(ii) 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.

                    (iii)  Promptly  after receipt by an  Indemnified  Person or
Indemnified  Party under this Section 11(e) 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 11(e), 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  indemnifying  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, if the Company is not
a party entitled to indemnification hereunder, or by the Company, if the Company
is a party 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


                                       19



<PAGE>

such action shall not relieve such  indemnifying  party of any  liability to the
Indemnified Person or Indemnified Party under this Section 11(e),  except to the
extent  that the  indemnifying  party is actually  prejudiced  in its ability to
defend such action. The indemnification  required by this Section 11(e) 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.

                    (f) 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  11(e) 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   11(e),   (ii)  no  person   guilty   of   fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be entitled to contribution from any seller of Registrable  Securities who
was not  guilty of such  fraudulent  misrepresentation,  and (iii)  contribution
(together with any indemnification or other obligations hereunder) 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.




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>




         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.

                                           SMARTSERV ONLINE, INC.


                                           By: ________________________
                                               Name:___________________
                                               Title:____________________



<PAGE>




                           FORM OF EXERCISE AGREEMENT

         (To be Executed by the Holder in order to Exercise the Warrant)


         The  undersigned  hereby  irrevocably  exercises  the right to purchase
_____________  of the  shares of  common  stock of  SmartServ  Online,  Inc.,  a
Delaware  corporation (the "Company"),  evidenced by the attached  Warrant,  and
herewith  makes  payment of the  Exercise  Price with  respect to such shares in
full, all in accordance with the conditions and provisions of said Warrant.

ii. The undersigned agrees not to offer, sell,  transfer or otherwise dispose of
any Common Stock obtained on exercise of the Warrant, except under circumstances
that will not result in a violation of the  Securities  Act of 1933, as amended,
or any state  securities  laws,  and  agrees  that the  following  legend may be
affixed to the stock  certificate for the Common Stock hereby  subscribed for if
resale of such Common Stock is not registered or if Rule 144 is unavailable  for
the immediate resale of such shares:

                    THE   SECURITIES   REPRESENTED  BY  THIS
                    CERTIFICATE  HAVE  NOT  BEEN  REGISTERED
                    UNDER  THE  SECURITIES  ACT OF 1933,  AS
                    AMENDED.   THE   SECURITIES   HAVE  BEEN
                    ACQUIRED FOR  INVESTMENT  AND MAY NOT BE
                    SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE
                    ABSENCE  OF  AN  EFFECTIVE  REGISTRATION
                    STATEMENT FOR THE SECURITIES  UNDER SAID
                    ACT OR UNLESS SOLD  PURSUANT TO RULE 144
                    UNDER SAID ACT, OR THE COMPANY  RECEIVES
                    AN   OPINION   OF   COUNSEL,   IN  FORM,
                    SUBSTANCE   AND  SCOPE   CUSTOMARY   FOR
                    OPINIONS   OF  COUNSEL   IN   COMPARABLE
                    TRANSACTIONS,  THAT  REGISTRATION IS NOT
                    REQUIRED UNDER SAID ACT.

iii. The undersigned requests that stock certificates for such shares be issued,
and a Warrant representing any unexercised portion hereof be issued, pursuant to
the Warrant in the name of the Holder and  delivered to the  undersigned  at the
address set forth below:

Dated:_________________
      _____________________________________
                                       Signature of Holder

                                             ----------------------------------
                                             Name of Holder (Print)

                                             Address:
                                             ----------------------------------

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

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


<PAGE>




                               FORM OF ASSIGNMENT


         FOR  VALUE  RECEIVED,   the  undersigned  hereby  sells,  assigns,  and
transfers  all the  rights of the  undersigned  under the within  Warrant,  with
respect  to the  number  of shares of Common  Stock  covered  thereby  set forth
hereinbelow, to:

Name of Assignee                    Address                         No of Shares
----------------                    -------                         ------------





,   and   hereby   irrevocably    constitutes   and   appoints    ______________
________________________  as agent and attorney-in-fact to transfer said Warrant
on the books of the within-named corporation, with full power of substitution in
the premises.


Dated: _____________________, ____,

In the presence of

________________________

                                          Name: ____________________________


                                          Signature: _______________________
                                          Title of Signing Officer or Agent (if
                                           any):
                                                    ________________________
                                          Address:  ________________________
                                                    ________________________


                                          Note:    The above signature should
                                                   correspond  exactly with the
                                                   name on the face of the
                                                   within Warrant.