EXHIBIT 4.12

         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, Zanett Lombardier, Ltd. 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 (the "EXERCISE PRICE") equal to
the product of (i) .50 and (ii) the Closing Price (as defined in Section 4(h)(i)
below) as of the  Exercise  Date (as  defined  below).  The  number of shares of
Common  Stock  purchasable  hereunder  (the  "WARRANT  SHARES")  is  subject  to
adjustment as provided in Section 4 hereof.

         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


<PAGE>

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 (the "EXERCISE 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 Closing
Price 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:

                  (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.


                                      -2-


<PAGE>

                  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.

               (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.


                                      -3-

<PAGE>

               (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 number of
Warrant  Shares shall be subject to adjustment  from time to time as provided in
this Section 4.

               (a)  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 number of shares of
Common  Stock  issuable  upon  exercise of this  Warrant  shall be  increased to
reflect such subdivision. 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 number of shares of Common Stock issuable upon exercise of this
Warrant shall be decreased to reflect such combination.



                                      -4-
<PAGE>


               (b)  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.

               (c) 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.

               (d) NOTICE OF ADJUSTMENT.  Upon the occurrence of any event which
requires any  adjustment  to the number of shares of Common Stock  issuable upon
exercise of this Warrant,  then,  and in each such case,  the Company shall give
notice  thereof to the holder of this  Warrant,  which  notice  shall  state the
increase or decrease in the number of Warrant Shares  purchasable 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.

               (e) 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 Closing Price of a share
of Common Stock on the date of such exercise.

               (f) OTHER NOTICES. In case at any time:

                                      -5-

<PAGE>


                    (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

                    (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 thirty (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.

               (g) 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(d) hereof,
and the Company's Board of Directors will make an appropriate  adjustment in 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.

                                      -6-

<PAGE>

               (h) CERTAIN DEFINITIONS.


                    (i) "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  Financial  Markets  ("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 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.

                    (ii)  "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(b)
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.

          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-

<PAGE>

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 that certain Line of Credit Agreement, dated May 29,
1997,  pursuant  to  which  this  Warrant  was  originally  issued.   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.

               (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.



                                      -8-

<PAGE>

               (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.


          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:


                                      -9-


<PAGE>

                  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.

               (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.


                                   -10-

<PAGE>


               (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 Closing Price per share of the
Common Stock and the Exercise  Price,  and the denominator of which shall be the
then current Closing 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:



                                      -11-

<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.



                                      -12-

<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:



                                      -13-
<PAGE>

               (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  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.





                                       -14-
<PAGE>

(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 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.




                                      -15-


<PAGE>

(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 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.


                                      -16-

<PAGE>

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]














                                      -17-
<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.