ASSET PURCHASE AGREEMENT


     THIS ASSET  PURCHASE  AGREEMENT  is made and entered  into this 23rd day of
April,  1998,  by and among  SmartServ  Online,  Inc.,  a  Delaware  corporation
("Seller"),  and Data Transmission Network  Corporation,  a Delaware corporation
("Buyer").

                                    RECITALS:

     A. Seller is engaged in the business of providing  products and services on
the internet  referred to as "SmartServ Pro",  "TradeNet",  and "BrokerNet" (the
"Business").  The  Business  shall not  include  any other  portion of  Seller's
operations including but not limited to (i) its telephone screen services,  (ii)
its internet products and services not identified above, including order routing
services referred to as "Night Trade" or its derivatives,  or (iii) its wireless
or PCS services.

     B. Seller  desires to sell  certain of the assets used by it in the conduct
of the Business, and Buyer desires to acquire such assets.

     C. To facilitate  Buyer's future conduct of the Business,  Seller agrees to
license to Buyer and maintain certain computer software programs as provided for
in this Agreement
         
     In  consideration  of the mutual covenants and agreements set forth herein,
and for other good and valuable  consideration  the receipt and  sufficiency  of
which are hereby acknowledged,  Seller and Buyer, intending to be legally bound,
agree as follows:
         
     1.  Purchase  and Sale.  Buyer agrees to purchase  from Seller,  and Seller
agrees to sell to Buyer,  the following  assets of the Business  (the  "Acquired
Assets"), to-wit:

     (a) The three  client  servers  listed on  Schedule 1  attached  hereto and
         incorporated herein by this reference;
         
     (b) The trade  names  "TradeNet"  and  "BrokerNet"  and  those  maintenance
         agreements and other contracts, if any, listed on Schedule 7(k); and
         
     (c) All of Seller's  contracts  with  customers to provide  services of the
         Business and the assignable  agreements with suppliers pertaining to or
         used in the  Business  (including,  without  limitation  all  contracts
         listed on Schedule 7(j));
         
     (d) All of Seller's goodwill pertaining to or arising out of the Business.

Notwithstanding the foregoing,  the Acquired Assets shall not include any assets
of the Seller not  enumerated  above,  including but not limited to (i) Seller's
cash and cash equivalents and all securities of Seller,  (ii) Seller's  computer
software  to be licensed to Buyer  pursuant  to  Paragraph 5 of this  Agreement,
(iii) Seller's furniture,  leasehold interests or real property interests,  (iv)
any records not relating to the Business and all  corporate,  accounting and tax
records relating to the Business, (v) Seller's rights under this Agreement, (vi)
the name  "SmartServ  Pro" and  (vii)  any of  Seller's  assets  not used in the
Business.

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     2. Purchase Price. Buyer agrees to pay, and Seller agrees to accept, as the
entire  aggregate  purchase  price  for the  Acquired  Assets,  the sum of Eight
Hundred Fifty Thousand Dollars  ($850,000) less a credit for prepaid revenue and
unpaid  accounts  receivable  of  Seller  for  services  of the  Business  to be
performed  after  the  Closing  as  reflected  on  Seller's  books  and  records
(hereinafter  referred to as the "Purchase Price").  The Purchase Price shall be
paid by Buyer to Seller by wire transfer upon the Closing.

     3. Assumption of  Liabilities.  Buyer shall assume,  agree to perform,  and
discharge when due only those obligations of Seller arising out of the contracts
and agreements listed on Schedules 7(j) and 7(k) with respect to the period from
and after the Closing (the Assumed  Liabilities").  Seller and Buyer agree that,
other  than the  Assumed  Liabilities,  Buyer does not agree to assume and shall
have no  responsibility  for any of the debts,  obligations  or  liabilities  of
Seller  (the  "Excluded  Liabilities"),  all of  which  shall  remain  the  sole
responsibility of Seller.  The Excluded  Liabilities  include without limitation
all of the following:

     (a) Any tax liability or tax obligation of Seller, which has been or may be
         asserted by any taxing authority, including without limitation any such
         liability  or  obligation  arising  out of or in  connection  with this
         Agreement or the transactions contemplated hereby.

     (b) Any liability or obligation of Seller whether  incurred prior to, at or
         subsequent  to the  Closing for any amounts due or which may become due
         to any person or entity  solely by reason of the fact that such  person
         or entity is or has been a holder  of any debt or  equity  security  of
         Seller.

     (c) Any trade  account  payable or note  payable of Seller or any  contract
         obligation  of Seller  (other  than the  Assumed  Liabilities)  whether
         incurred prior to, at or subsequent to the Closing.

     (d) Any  liability  or  obligation  arising  out of any  litigation,  suit,
         proceeding,  action, claim or investigation,  at law or in equity or in
         arbitration, related to Seller's operation of the Business prior to the
         Closing.

     (e) Any claim,  liability or  obligation,  known or unknown,  contingent or
         otherwise, the existence of which is a breach of, or inconsistent with,
         any  representation,  warranty  or covenant of Seller set forth in this
         Agreement.

     (f) Any liability or obligation  specifically  stated in this  Agreement or
         the Schedules hereto as not to be assumed by Buyer.

                                       2
                                    - 136 -
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     4. Transfer Documents; Additional Documents. Upon the Closing, Seller shall
sell, transfer, assign, convey, and deliver to Buyer the Acquired Assets by duly
executed  titles,  warranty  bill of sale and  assignment,  and  other  good and
sufficient instruments of sale, assignment,  conveyance and transfer as shall be
required to effectively vest in Buyer all of Seller's right, title, and interest
in and to such  Assets,  free and  clear of all  liens,  encumbrances,  security
interests,  actions,  claims and equities of any kind whatsoever and Buyer shall
assume by duly executed assumption of liability the Assumed  Liabilities.  Buyer
shall be  entitled to  possession  of the  Acquired  Assets upon the Closing and
payment of the Purchase  Price.  Upon the Closing,  Seller and Buyer shall enter
into the Software  License and Maintenance  Agreement in the form of Exhibit "A"
hereto and the Source  Code Escrow  Agreement  in the form of Exhibit "B" hereto
with an escrow agent mutually acceptable to Seller and Buyer.

     5. Closing.  The  consummation  of the  transactions  contemplated  by this
Agreement  (the  "Closing")  shall  occur on May 1,  1998,  at a time and  place
mutually acceptable to Seller and Buyer.

     6. Obligations to Employees. Seller agrees that it shall be responsible for
any  obligations  to any of its employees  which  heretofore  may have arisen or
hereafter may arise by reason of any services  rendered by such employees  prior
to the Closing,  including but not limited to salaries,  bonuses,  vacation pay,
retirement benefits,  and other fringe benefits; and Seller hereby agrees to pay
all of such  obligations  directly to the employees  involved  when due.  Seller
agrees timely to pay all payroll tax, withholding, and unemployment compensation
payments  required to be made with respect to the compensation of such employees
and to hold  Buyer  harmless  therefrom.  Seller  shall  furnish  to Buyer  such
evidence of Seller's  compliance  with the provisions of this paragraph as Buyer
reasonably may request from time to time.

     7. Representations and Warranties of Seller.  Seller warrants,  represents,
and covenants to and with Buyer, now and as of the Closing:

     (a) That  Seller  has full right and  lawful  authority  to enter into this
         Agreement and to sell the items of personal  property to be acquired by
         Buyer  pursuant to this  Agreement;  that Seller's  performance  of its
         obligations  under  this  Agreement  will not  violate  any  agreement,
         document, trust (constructive or otherwise),  order, judgment or decree
         to which Seller is a party or by which it is bound;  and that, upon the
         transfer  and  assignment  of such  property  to Buyer as  hereinbefore
         mentioned, Buyer will acquire good and merchantable title thereto, free
         and clear of any  liens,  encumbrances,  security  interests,  actions,
         claims, and equities of any kind whatsoever.

     (b) That Seller is the sole and lawful owner of and has good and marketable
         title to all of the items of personal  property to be acquired by Buyer
         pursuant to this Agreement, free and clear of any liens,  encumbrances,
         security  interests,   actions,   claims,  and  equities  of  any  kind
         whatsoever.

     (c) All  material  items of  tangible  personal  property to be acquired by
         Buyer  pursuant  to this  Agreement  are in good  operating  condition,
         subject to normal wear.
                                       3
                                    - 137 -
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     (d) That there are no suits,  arbitrations  or other legal or  governmental
         proceedings   pending  or   threatened   against   Seller  which  might
         conceivably  affect the title to the items of  personal  property to be
         acquired by Buyer pursuant to this Agreement.

     (e) That Seller has duly filed all federal, state, and local tax returns of
         every kind whatsoever required to be filed on or before the Closing and
         has  paid in full the tax  liability  shown  on such  returns;  that no
         unpaid  deficiencies  are in existence which have been asserted against
         Seller by any  official  or  agency  as a result of the  filing of such
         returns; and that, to the knowledge of Seller, there is not now pending
         any  examination  with respect to any such returns nor does Seller know
         of any impending examination with respect to any such returns.

     (f) Seller  shall  timely  pay  all  sales  and  use  taxes  imposed  on or
         collectible  by Seller and shall furnish to Buyer  evidence that all of
         Seller's sales and use taxes have been paid.

     (g) The  property  to be  acquired  by Buyer  pursuant  to this  Agreement,
         together  with the  rights,  property  and  services  to be rendered or
         furnished  to Buyer  pursuant to the Software  License and  Maintenance
         Agreement  attached as Exhibit "A" hereto,  will include at Closing all
         material  rights and property  necessary to the conduct of the Business
         by Buyer in the  manner it is  conducted  by Seller on the date of this
         Agreement.

     (h) There is no fact,  development,  or threatened development with respect
         to the markets, products,  customers,  vendors, suppliers,  operations,
         assets or  prospects  of the  Business  which are known to Seller which
         would materially adversely affect the business, operations or prospects
         of the Business  considered as a whole,  other than such  conditions as
         may affect as a whole the economy generally.

     (i) The financial statements of Seller for the year ended June 30, 1997 and
         for the six month  period ended  December 31, 1997,  furnished to Buyer
         fairly and accurately  represent the financial operations of Seller for
         such periods.

     (j) That Seller has listed on Schedule 7(j) all of Seller's contracts (oral
         or written) with customers and suppliers of the Business; Seller has no
         other  contracts  (oral or written) with customers and suppliers of the
         Business.  Seller has  delivered  to Buyer true,  correct and  complete
         copies of all written contracts  relating to the Business,  and written
         summaries of the terms of all oral contracts  relating to the Business,
         and all of such  contracts  are  presently in full force and effect and
         are  assignable  to Buyer unless  otherwise  indicated.  Seller has not
         received  any notices  from any  customers or suppliers of the Business
         that indicate that they intend to terminate any of such  contracts and,
         except as  reflected  in the copies  delivered  to Buyer or on Schedule
         7(j),  such  contracts  have not been  amended and Seller and the other
         parties to such  contracts  are not in default in any material  respect
         under  such  contracts.  Seller  has not  been  apprised  and  does not
         currently  believe or have reason to believe that any of the  customers
         of the Business  plan to cancel or reduce the volume under any customer
         contracts.

                                       4
                                    - 138 -
<PAGE>

     (k) That  Schedule  7(k)  contains  a  complete  list  of all  of  Seller's
         contracts  (oral and written)  relating to the Business,  if any, other
         than the contracts  with  customers  and  suppliers  listed on Schedule
         7(j).  Seller has delivered to Buyer true,  correct and complete copies
         of all such  other  written  contracts  relating  to the  Business  and
         written  summaries  of the  terms  of all  such  other  oral  contracts
         relating to the  Business,  and all of such  contracts are presently in
         full force and effect and are assignable  unless  otherwise  indicated,
         and,  except  as  reflected  in the  copies  delivered  to  Buyer or on
         Schedule 7(k),  such contracts have not been amended and Seller and the
         other  parties to such  contracts  are not in  default in any  material
         respect under such contracts.

     (l) That Seller is a corporation  duly organized,  validly  existing and in
         good standing  under the laws of the State of Delaware.  Seller has the
         corporate  power and authority  required to conduct the Business and to
         own and use the properties  currently  owned and used by it. Seller has
         the corporate power and authority to execute and deliver this Agreement
         and to perform its respective obligations thereunder. The execution and
         delivery  of  this  Agreement  by  Seller  and the  performance  of its
         obligations  thereunder  have been duly and validly  authorized  by all
         necessary  corporate  action.  This Agreement has been duly and validly
         executed and  delivered by Seller and  constitutes  a legal,  valid and
         binding obligation of Seller, enforceable in accordance with its terms,
         subject   to   applicable   bankruptcy,   insolvency,   reorganization,
         arrangement,  moratorium, fraudulent conveyance, and other similar laws
         or  judicial  decisions  affecting  the  validity  and  enforcement  of
         creditors' rights generally.
         
     (m) That  neither the  execution  and delivery of this  Agreement,  nor the
         consummation of the transactions  contemplated  thereby,  (i) conflicts
         with or violates any provision of the Certificate of  Incorporation  or
         bylaws of Seller,  (ii) requires on the part of Seller any filing with,
         or permit, authorization,  consent or approval of, any federal or state
         governmental  agency or  entity,  (iii)  conflicts  with,  results in a
         breach  of,  constitutes  (with or  without  notice or lapse of time or
         both) a default under, or requires any notice,  consent or waiver under
         any contract, lease, license, franchise,  permit, indenture,  agreement
         or mortgage for borrowed money or other  agreement to which Seller is a
         party or by which  Seller  is bound or to which  any of its  assets  is
         subject,  or (iv)  violates any  statute,  rule or  regulation,  or any
         order,  writ,   injunction  or  decree  applicable  to  Seller  or  any
         properties or assets of Seller.

     (n) Unless otherwise  approved by Buyer,  Seller shall maintain and operate
         the Business  between the date of this Agreement and the Closing in the
         ordinary course consistent with past practices.

                                       5
                                    - 139 -
<PAGE>

     8. Representations and Warranties of Buyer. Buyer warrants, represents, and
covenants to and with Seller, now and as of the Closing:

     (i) That Buyer is a corporation  duly  organized,  validly  existing and in
         good  standing  under the laws of the State of Delaware.  Buyer has the
         corporate power and authority to execute and deliver this Agreement and
         to perform its  respective  obligations  thereunder.  The execution and
         delivery  of  this  Agreement  by  Buyer  and  the  performance  of its
         obligations  thereunder  have been duly and validly  authorized  by all
         necessary  corporate  action.  This Agreement has been duly and validly
         executed and  delivered  by Buyer and  constitutes  a legal,  valid and
         binding obligation of Buyer,  enforceable in accordance with its terms,
         subject to applicable bankruptcy, insolvency, reorganization,
         arrangement,  moratorium, fraudulent conveyance, and other similar laws
         or  judicial  decisions  affecting  the  validity  and  enforcement  of
         creditors' rights generally.

     (ii)That  neither the  execution  and delivery of this  Agreement,  nor the
         consummation of the transactions  contemplated  thereby,  (i) conflicts
         with or violates any provision of the Certificate of  Incorporation  or
         bylaws of Buyer, (ii) requires on the part of Buyer any filing with, or
         permit,  authorization,  consent or  approval  of, any federal or state
         governmental  agency or  entity,  (iii)  conflicts  with,  results in a
         breach  of,  constitutes  (with or  without  notice or lapse of time or
         both) a default under, or requires any notice,  consent or waiver under
         any contract, lease, license, franchise,  permit, indenture,  agreement
         or mortgage for borrowed  money or other  agreement to which Buyer is a
         party or by which Buyer is bound or to which any of its assets is
         subject,  or (iv)  violates any  statute,  rule or  regulation,  or any
         order, writ, injunction or decree applicable to Buyer or any properties
         or assets of Buyer.

     9.  Indemnification.  Seller  agrees to  indemnify  Buyer and to hold Buyer
harmless from any and all loss,  damage,  cost, or expense incurred or sustained
by Buyer by reason of the failure of any warranty or representation contained in
this  Agreement  to be true or as a result of  Seller's  failure to abide by any
covenant or agreement on its part  contained in this Agreement or arising out of
any claim by a stockholder of Seller alleging that Seller  improperly  failed to
obtain stockholders approval of the transactions  contemplated by this Agreement
or arising out of any claim made against  Buyer  alleging  that Seller failed to
comply with the bulk sales laws of the State of Connecticut.

     10. Survival. The representations, warranties, and covenants on the part of
Seller and Buyer contained in this Agreement shall survive the Closing and shall
be binding upon each party and their respective successors and assigns.

     11. Payment of  Liabilities.  Seller agrees that it is responsible  for all
liabilities  of  Seller  existing  on the  Closing  and to hold  Buyer  harmless
therefrom.  Buyer and Seller  agree that Buyer is not assuming and shall have no
responsibility  for any of the debts,  obligations,  or  liabilities  of Seller,
including but not limited to any  liabilities or obligations of Seller  (whether
fixed, absolute,  contingent,  known, unknown,  direct,  indirect, or otherwise)
whether incurred or accrued before or after the Closing, which in any way relate
to the performance or  non-performance  of, or any other liability or obligation
relating to any service or product furnished or sold by Seller prior to or after
the Closing,  and Seller hereby  agrees to hold Buyer  harmless from any cost or
expense  arising  out  of  or  relating  to  any  such  debts,  obligations,  or
liabilities;  provided,  however, such indemnification by Seller does not extend
to any  Assumed  Liabilities.  Buyer  agrees to be  responsible  for any and all
liabilities  of Buyer existing at the Closing or assumed by Buyer as a result of
this  Agreement and to hold Seller  harmless  therefrom.  Seller and Buyer agree
that if either receives any payment under a contract which is included among the
Acquired  Assets which payment  belongs to the other,  it will promptly  forward
such payment to the other.

                                       6
                                    - 140 -

<PAGE>

     12.  Transfer  Taxes.  Seller shall pay all sales and other  similar  taxes
imposed on or  collectible  by Seller or Buyer by reason of the  transfer of the
property being acquired by Buyer pursuant to this Agreement.

     13.  Noncompete.  During the term of the Software  License and  Maintenance
Agreement  to be entered  into at the  Closing,  Seller  shall not,  directly or
indirectly,  whether  as a  shareholder,  partner  or  investor  possessing  any
ownership interest, or as principal,  agent, employee,  proprietor,  independent
contractor,  consultant or in any other capacity,  solicit for itself or others,
or advise or recommend to any other person that such person solicit, any current
customer  of the  Business,  for the  purpose  of  competing  with  Buyer in the
Business.  If any court having jurisdiction at any time hereafter shall hold any
of such  restrictive  covenants to be  unenforceable  or  unreasonable as to its
scope,  territory,  or period of time,  and such court in its judgment or decree
shall  declare or determine the scope,  territory,  or period of time which such
court deems to be reasonable,  then such scope,  territory or period of time, as
the case may be,  shall be deemed  automatically  to have been  reduced  to that
declared or  determined  to be  reasonable  by such court.  Notwithstanding  the
foregoing,  if any clause or provision of this paragraph shall be unenforceable,
then such clause or provision shall be deemed to be deleted from this paragraph,
but every other clause and  provision  shall  continue in full force and effect.
These  covenants  are  an  integral  part  of  the  asset  purchase  transaction
contemplated  by this  Agreement  and  Buyer  would not have  entered  into this
Agreement  in the  absence  of such  covenants.  Seller  acknowledges  that  the
agreements  contained in this  paragraph are reasonable and necessary to protect
the Business being purchased by Buyer and that any breach thereof will result in
irreparable  injury  to Buyer for which  Buyer  has no  adequate  remedy at law.
Seller  therefore  agrees that,  in the event either of them breaches any of the
agreements  contained in this paragraph,  Buyer shall be authorized and entitled
to seek from any court of  competent  jurisdiction  (i) a temporary  restraining
order,  (ii)  preliminary and permanent  injunctive  relief,  (iii) an equitable
accounting  of all profits or  benefits  arising  out of such  breach,  and (iv)
direct,  incidental,  and consequential damages resulting from such breach. Such
rights or remedies  shall be  cumulative  and in addition to all other rights or
remedies to which Buyer may be entitled.

     14. Entire Agreement. This document constitutes the entire agreement of the
parties  with  respect to the  subject  matter  hereof and may not be  modified,
amended, or terminated except by a written agreement  specifically  referring to
this Agreement and signed by all of the parties hereto.

     15. Binding  Agreement.  This Agreement  shall be binding upon and inure to
the  benefit  of  the  parties  hereto  and  their   respective   heirs,   legal
representatives, successors and assigns.

     16.  Further  Instruments.  After the  Closing,  the parties  hereto  shall
execute  and  deliver  such  additional  instruments  and  documents  as  may be
reasonably  requested  by any of them in  order to carry  out the  purposes  and
intent of this Agreement and to fulfill their respective obligations.

     17. Further  Actions.  Seller agrees to take after the Closing such actions
from time to time as may in the  reasonable  judgment of Buyer or its counsel be
necessary  or  advisable  to  confirm  the title of Buyer to any of the items of
property acquired by Buyer from Seller pursuant to this Agreement.

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     18. Governing Law. This agreement shall be construed in accordance with the
laws of the State of Nebraska.

     19. Severability. In the event that one or more of the provisions contained
in this Agreement shall for any reason be held invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any of the other provisions contained in this Agreement,  which provisions shall
remain in full force and effect.

     20.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts and by the different parties hereto in separate counterparts,  each
of which shall be deemed an original but all of which together shall  constitute
one and the same instrument.

     21.  Schedules  and  Exhibits.  All  references  to Schedules  and Exhibits
herein,  unless otherwise  stated,  means the schedules and exhibits attached to
this Agreement which are hereby incorporated by reference.

     22. Notification.  All notices which either party may be required or desire
to give to the other  party  shall be in writing  and shall be given by personal
service, telecopy, registered air mail or certified air mail (or its equivalent)
to the other party at its respective  address or telecopy  telephone  number set
forth  below.  Notices  shall be deemed to be given upon  actual  receipt by the
party to be  notified.  Notices  delivered  by telecopy  shall be  confirmed  in
writing by overnight courier.

         If to Seller:                  SmartServ Online, Inc.
                                        Metro Center, One Station Place
                                        Stamford, CT 06902
                                        Attn:  Mario F. Rossi
                                        Telecopy No. (203) 353-5962

         If to Buyer:                   Data Transmission Network Corporation
                                        9110 West Dodge Road, #200
                                        Omaha, NE  68114
                                        Attn:  Eric Stokes
                                        Telecopy No.:  (402) 255-8088

                                       8
                                    - 142 -


<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the day and year first above written.


                                 DATA TRANSMISSION NETWORK
                                 CORPORATION, a Delaware corporation


                                 By:/s/ Charles R. Wood
                                    ------------------------------------
                                    Charles R. Wood, Sr. Vice President


                                 SMARTSERV ONLINE, INC., a
                                 Delaware corporation

                                 By:/s/ Sam Cassetta
                                    ------------------------------------
                                    Sam Cassetta, Chairman & CEO


                                       9
                                    - 143 -
<PAGE>




                                   SCHEDULE 1


                       List of Tangible Personal Property


                                       10
                                    - 144 -

<PAGE>




                                  SCHEDULE 7(j)

                         Customer and Supplier Contracts


                                       11
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<PAGE>




                                  SCHEDULE 7(k)


                             List of Other Contracts




                                       12
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<PAGE>

                                   EXHIBIT "A"


                              SOFTWARE LICENSE AND
                                SERVICE AGREEMENT


     THIS  AGREEMENT  (the   "Agreement")   is  made  and  entered  into  as  of
____________________,  1998  (the  "Effective  Date") by and  between  SmartServ
Online,  Inc.,  a Delaware  corporation  having an office at Metro  Center,  One
Station Place,  Stamford,  CT 06902 ("SmartServ") and Data Transmission  Network
Corporation,  a Delaware corporation,  having an office at 9110 West Dodge Road,
Suite 200, Omaha, Nebraska 68114 ("DTN").

                                    RECITALS

     A.  SmartServ  is the owner of certain  computer  software as  described in
Schedule  "A"  attached  hereto  and the  documentation  and  related  materials
therefore  listed in Schedule "A" (as modified and enhanced in  accordance  with
this Agreement,  the "Internet  Software") and SmartServ  desires to license the
Internet Software to DTN.

     B. Pursuant to that certain Asset Purchase  Agreement  dated April 23, 1998
between  SmartServ  and  DTN  (the  "Purchase  Agreement"),  DTN  acquired  from
SmartServ three client servers. Such servers will remain located at the premises
of SmartServ  as provided  herein.  When used with such  servers and  additional
hardware and equipment owned  exclusively by SmartServ (the use of which will be
provided by SmartServ  as set forth in this  Agreement),  the Internet  Software
will allow DTN's subscribers internet access to continuous market quotations and
other financial and news  information  services offered from time to time by DTN
(the "Internet Services").

     C. SmartServ agrees to service,  support, maintain and enhance the Internet
Software and the related computer  hardware as more fully described herein so as
to allow DTN's  subscribers  to access the Internet  Services at any time during
the term of this Agreement.

     D. DTN desires to acquire  such  licenses and  services  from  SmartServ as
described in this Agreement.

     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual
promises contained herein, the parties hereto agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     1.1 Defined Terms. The following  defined terms when used in this Agreement
shall have the meanings designated below:

     Business  Hours  means the time  period  commencing  one hour  prior to and
ending one hour after the trading hours of the New York Stock Exchange.

                                       13
                                    - 147 -

<PAGE>

     Confidential  Information  has the meaning  given to such term in Paragraph
5.2 of this Agreement.

     Documentation  has the meaning  given to such term in Paragraph 4.2 of this
Agreement.

     Escrow Agent means the Escrow  Agent under that certain  Source Code Escrow
Agreement with SmartServ and DTN executed concurrently with this Agreement.

     Escrow  Release  Events  has the  meaning  given to such term in  Paragraph
2.3(e) of this Agreement.

     Hardware  means  the  servers  acquired  by DTN  pursuant  to the  Purchase
Agreement and Paragraph 4.7 of this Agreement and all replacements and additions
thereto  which will be  manipulated  by the  Internet  Software  to allow  DTN's
subscribers to obtain the Internet Services.

     Internet  Software has the meaning  given to such term in Recital A to this
Agreement.

     License  has the  meaning  given  to such  term  in  Paragraph  2.1 of this
Agreement.

     License Fee has the  meaning  given to such term in  Paragraph  3.1 of this
Agreement.

     License Term has the meaning  given to such term in  Paragraph  7.1 of this
Agreement.

     Maintenance Services has the meaning given to such term in Paragraph 4.1 of
this Agreement.

     SmartServ  Equipment  means the computer  hardware and  equipment  owned by
SmartServ  and  described in Schedule  "B" and all  replacements  and  additions
thereto  (except as provided in Paragraph 4.7) which when used with the Hardware
and  Internet  Software  will allow  DTN's  subscribers  to obtain the  Internet
Services.

     Source Code Escrow  Package has the meaning given to such term in Paragraph
2.3(a) of this Agreement.

     Updates  has the  meaning  given  to such  term  in  Paragraph  4.5 of this
Agreement.

                                       14
                                    - 148 -

<PAGE>

                                    ARTICLE 2
                                   THE LICENSE

     2.1 The Licensed Software. SmartServ hereby grants to DTN, its subsidiaries
and affiliates,  a license (the "License") to use the Internet  Software as part
of DTN's,  and its  subsidiaries'  and affiliates',  business  operations and to
allow DTN's  subscribers  to use the  Internet  Software to access the  Internet
Services. The License shall be a limited exclusive license as follows: SmartServ
agrees  not to  license,  sell,  convey  or  otherwise  transfer  (collectively,
"Transfer") to anyone other than DTN any rights in the Internet  Software during
the term of this Agreement  without DTN's prior written  consent,  which consent
will not be unreasonably withheld or delayed by DTN, provided that the agreement
under which  SmartServ  shall Transfer any rights in the Internet  Software to a
third party shall  provide that the  transferee's  use of the Internet  Software
would not constitute a breach of Section 13 of the Purchase  Agreement,  if such
other party were SmartServ. In addition, SmartServ shall not use or allow anyone
other  than DTN to use the  Internet  Software  to  compete  with  the  Internet
Services. If during any calendar quarter ending after the first twelve months of
the License Term,  DTN does not obtain at least 600  subscribers to the Internet
Services  (exclusive  of  renewing  subscribers,  but  not  net  of  terminating
subscribers) and pay License Fees of $100,000, then the exclusivity with respect
to the License shall cease and the License shall become nonexclusive.

     2.2 Object Code.  SmartServ  shall deliver the Internet  Software to DTN in
object code form.  DTN may  reproduce  the  Internet  Software as  necessary  to
include  (a) a  production  version  for  DTN's  use  in  accordance  with  this
Agreement;  (b) a test  version  which may be run for  testing  and  development
purposes;  and (c) copies for archival and backup purposes.  DTN shall also have
the right to maintain and modify or retain third party  entities to maintain and
modify  the  Internet  Software  in the event of an Escrow  Release  Event or if
SmartServ fails to or is no longer  obligated to maintain the Internet  Software
under  this  Agreement  or any future  maintenance  agreements  between  DTN and
SmartServ.

     2.3 Source Code Escrow.

     a. The term "Source Code Escrow Package" means the following:

         i.   a complete  copy in  machine-readable  form of the source code and
              object code of the Internet Software;

         ii.  a complete  copy of any  existing  design  documentation  and user
              documentation; and

         iii. complete  instructions for compiling and linking every part of the
              source  code  into  executable  code,  for  purposes  of  enabling
              verification  of the  completeness  of the source code as provided
              below. Such instructions  shall include precise  identification of
              all  compilers,  library  packages,  and linkers  used to generate
              executable code.

                                       15
                                    - 149 -

<PAGE>

     b.  Within  five (5) days  after the  Closing,  SmartServ  shall  deliver a
         Source Code Escrow Package to Escrow Agent.

     c.  When and if  SmartServ  provides  DTN  with a  maintenance  release  or
         upgrade version of any part of the Internet  Software,  SmartServ shall
         within ten (10) business days thereafter  deposit with Escrow Agent, in
         accordance  with  Section  2.3, a Source  Code  Escrow  Package for the
         maintenance release or upgrade version.

     d.  DTN, at its option and expense, may at any time verify the completeness
         and accuracy of any Source Code Escrow Package. Unless otherwise agreed
         at the  time by  SmartServ  and  DTN,  verification  will be  performed
         on-site at Escrow Agent's or  SmartServ's  premises at a time specified
         by DTN. SmartServ shall make technical and support personnel  available
         as  reasonably  necessary  for the  verification.  SmartServ may in its
         discretion   designate   a   representative   to  be   present  at  the
         verification.

     e.  The Source Code Escrow Package shall,  upon request of DTN, be released
         from  escrow to DTN for use by DTN in  accordance  with this  Agreement
         upon the  occurrence  of one or more of the following  "Escrow  Release
         Events" defined below:

         i.     SmartServ is in breach of its obligations  under the Source Code
                Escrow Agreement with DTN and Escrow Agent;

         ii.    if SmartServ  files a petition for  liquidation  and dissolution
                under Chapter 7 of the Bankruptcy Code of the United States,  or
                an involuntary petition in bankruptcy is filed against SmartServ
                and is not  dismissed  or  converted  for  reorganization  under
                Chapter 11 of the  Bankruptcy  Code of the United  States within
                sixty (60) days  thereafter,  or this Agreement is rejected in a
                proceeding under Chapter 11 of the Bankruptcy Code of the United
                States; or

         iii.   if SmartServ  proves unable or otherwise  fails to cure a breach
                of this Agreement within the applicable cure period set forth in
                this Agreement;

     f.  Within  ten  (10)  days  after  the  execution  and  delivery  of  this
         Agreement,  SmartServ  shall  deliver to DTN two (2) keys  which  shall
         operate to open the (i) front door and (ii) door to the computer  room,
         respectively,  of SmartServ's  principal offices located at One Station
         Place,  Stamford,  CT 06902. These keys may be used by a limited number
         of  employees  of DTN for  the  purpose  of  accessing,  operating  and
         maintaining  the  Internet  Software  and  Hardware  in the event  that
         SmartServ  is  unable  to  do so  in  accordance  with  the  terms  and
         conditions set forth in this Agreement.

     2.4 Competition. Nothing in this Agreement shall impair DTN's rights to use
or distribute similar ideas or programs which have been independently  developed
by DTN or  submitted  by  others  to  DTN,  provided  that  SmartServ'  patents,
copyrights and trade secrets are not infringed.

                                       16
                                    - 150 -

<PAGE>

                                    ARTICLE 3
                                FEES AND PAYMENT

     3.1 License and  Maintenance  Fee.  Except as  provided  below,  during the
License Term DTN shall pay to SmartServ a monthly  license and  maintenance  fee
(the "License  Fee") equal to the sum of the amounts  determined by  multiplying
the applicable  percentages  set forth below by the revenues earned and received
for such  month  by DTN from the  corresponding  number  of  subscribers  to the
Internet Services at each level, in excess of the first 1,000 subscribers.
<TABLE>
<CAPTION>

                                                           Percentage of
      Subscribers                                       Subscriber Revenue

     <C>                                                        <C>
     1,001 - 2,000                                              20%
     2,001 - 4000                                               25%
     4,001 - 8,000                                              30%
     Over 8,000                                                 40%
</TABLE>

DTN shall guaranty a minimum monthly payment of $100,000 during the first twelve
months of the License Term. The minimum monthly payments during the first twelve
months of the  License  Term  shall be paid in  advance on the first day of such
month.  Otherwise,  the License Fee shall be paid within  twenty (20) days after
the end of the month to which it relates.  The  License Fee shall be  determined
using the average revenue per subscriber for such month.  As an example,  if the
revenues  earned  and  received  by DTN during a month are  $800,000  from 4,000
subscribers,  then the monthly payment to SSOL will be $140,000  computed as the
sum of (i) 20% of the product of $200 (the average  revenue per  subscriber  for
such month)  multiplied by 1,000 subscribers and (ii) 25% of the product of $200
multiplied by 2,000 subscribers. For purposes of such computation, the number of
subscribers  in a  month  shall  be  the  weighted  average  of  the  number  of
subscribers for such month. Notwithstanding the foregoing, if SmartServ breaches
any of its obligations  under Article 4 of this Agreement and fails to cure such
breach within thirty (30) days after written notice thereof, DTN may at its sole
cost elect to provide  its own  maintenance  of the  Internet  Software  and the
Hardware,  in which case DTN shall have no further obligation to pay the License
Fee and  SmartServ  shall have no further  obligations  under  Article 4 of this
Agreement.

     3.2 Audit Rights.  SmartServ and/or a SmartServ  representative  shall have
the right,  exercisable  not more than once per year, at any reasonable  time to
inspect,  audit and make copies of the books and records of DTN which  relate to
the calculation of the License Fee. Except as set forth below,  such audit shall
be at the  expense  of  SmartServ.  In the event any such  inspection  and audit
reveals that DTN underpaid  the License Fee owing for any month,  then DTN shall
promptly pay to SmartServ the amount of such underpayment together with interest
thereon from its due date at the rate of eight  percent  (8%) per annum.  In the
event that DTN  underpaid  by more than five  percent (5%) the License Fee owing
for any month,  then DTN also shall  promptly  pay to SmartServ  the  reasonable
out-of-pocket  costs and expenses  actually  incurred by SmartServ in conducting
such audit, up to an amount not in excess of such underpayment.

                                       17
                                    - 151 -


<PAGE>

                                    ARTICLE 4
                              MAINTENANCE SERVICES

     4.1 Services of  SmartServ.  During the License Term,  SmartServ  agrees to
service, support, maintain and enhance the Internet Software and the Hardware as
provided in this Article 4 (the "Maintenance Services"). SmartServ agrees to use
its best efforts in  performing  the  Maintenance  Services so as to allow DTN's
subscribers  prompt  access to the  Internet  Services  at any time  during  the
License  Term. It is agreed by the parties that  SmartServ  will have during the
first  twelve  months  of the  License  Term a  minimum  of six (6)  programming
resources trained in the Internet Software  available at all reasonable times to
provide the  Maintenance  Services;  provided,  however,  that  SmartServ may be
required  to have  additional  programming  resources  available  to perform the
Maintenance  Services during  critical times as needed.  DTN and SmartServ agree
that during the remainder of the License Term  SmartServ  will have a minimum of
three (3) programming  resources trained in the Internet  Software  available at
all reasonable  times to provide the Maintenance  Services;  provided,  however,
that  SmartServ  may  be  required  to  have  additional  programming  resources
available to perform the Maintenance Services during critical times as needed.

     4.2  Correction  of  Internet  Software.  The  Maintenance  Services  shall
include,  without limitation,  SmartServ  correcting any failure of the Internet
Software  to operate  in  accordance  with the  documentation  for the  Internet
Software (as modified  pursuant to this  Agreement,  the  "Documentation").  The
Documentation shall provide for the Internet Software to operate in an efficient
and responsive manner in accordance with the highest of industry standards.

     4.3 Outages.  SmartServ  understands the need for DTN's subscribers to have
continuous access to the Internet Services.  SmartServ warrants that it will use
its best  efforts to  maintain  the  Internet  Software  and the  Hardware  in a
condition which will allow DTN's  subscribers to access the Internet Services 24
hours per day, 365 days per year.  Notwithstanding  the force majeure provisions
of Section 8.5, should outages occur during Business Hours due to the failure of
the Internet Software or the Hardware that exceed 1% in the aggregate during any
calendar month, SmartServ shall forfeit the entire License Fee for such month as
liquidated  damages.  Should  outages  occur  during  Business  Hours due to the
failure of the Internet Software or the Hardware that exceed 2% in the aggregate
during any calendar month or 3% in the aggregate  during each of two consecutive
calendar  months,  DTN may elect (without  granting  SmartServ a cure period) to
provide at its sole cost its own  maintenance  of the Internet  Software and the
Hardware,  in which case DTN shall have no further obligation to pay the License
Fee during the remainder of the License Term and SmartServ shall have no further
obligations under Article 4 of this Agreement.

     4.4 Required  Upgrades.  DTN receives its market  quotations and other news
and financial information from various third-party providers. DTN shall have the
right anytime  during the License Term,  in its sole  discretion,  to change the
third-party  providers  of  information  for the Internet  Services.  As part of
Maintenance  Services,  at no  additional  cost  to  DTN,  but  subject  to  the
limitations   set  forth  in  Paragraph   4.6,   SmartServ   shall  provide  all
modifications  required to enable the Internet Software to operate in accordance
with any new or  modified  system  requirements  specified  by such  third-party
providers  within  the  time  periods  specified  in  the  contracts  with  such
third-party  providers,  which  shall not be less than  thirty  (30) days  after
receipt of notice from DTN of the new or modified system requirements.

                                       18
                                    - 152 -
<PAGE>

     4.5 Updates. As part of Maintenance Services, at no additional cost to DTN,
SmartServ  shall  provide  during the License  Term (other than the first twelve
months  thereof)  all  revisions,  improvements,   modifications,   corrections,
releases  and  enhancements  (the  "Updates")  to any  portion  of the  Internet
Software.  SmartServ  shall use its best  efforts  to  provide  the  Updates  as
necessary  to  maintain  the quality and  competitive  position of the  Internet
Services in the  industry.  Such  Updates  shall not  degrade  the  performance,
functioning or operation of the Internet  Software.  If any such Updates are not
acceptable  to DTN, DTN may refuse to accept such  Updates,  and, in such event,
SmartServ agrees to maintain the Internet Software without such Updates. Once an
Update is incorporated in the Internet Software,  it shall be considered part of
the Internet Software for all purposes hereunder.

     4.6  Limitation on  Expenditures.  Excluding the first twelve months of the
License  Term,  SmartServ  reserves  the right to limit the  expenditure  of its
resources for  performing  the upgrades and Updates  referred to in Sections 4.4
and 4.5 to twenty percent (20%) of its revenues earned hereunder (excluding such
initial twelve months) on a cumulative basis. Accordingly, if SmartServ uses 10%
of its revenues during one year,  then it has 30% of its revenues  available for
the next year.

     4.7  Hardware  Maintenance.   So  long  as  SmartServ  is  to  provide  the
Maintenance  Services  as  provided  herein,  the  Hardware  shall be located at
SmartServ's  premises at no additional cost to DTN, except for property taxes on
the  Hardware  which  shall  be the  sole  responsibility  of  DTN.  As  part of
Maintenance  Services,  at no additional  cost to DTN,  SmartServ shall make all
necessary  adjustments  and minor repairs to keep the Hardware in good operating
condition and functioning properly at the premises of SmartServ.  SmartServ will
use its best efforts to advise DTN  sufficiently  in advance of any needed major
repairs or replacements  to the Hardware and DTN will, at its cost,  provide new
or equivalent used replacement parts for the Hardware. In addition, DTN will, at
its  cost,   furnish  an  additional  client  server  for  each  additional  500
subscribers  to the Internet  Service in excess of the first 1,500  subscribers.
The SmartServ  Equipment will accommodate three more servers, in addition to the
ones owned by DTN. Each server is capable of serving 500 additional  subscribers
for a total of 3,000 subscribers.  Adding additional  subscribers,  beyond 3,000
may require  additional  computer hardware to be added to the system,  which DTN
will  furnish at its cost and which will become  Hardware  for  purposes of this
Agreement.  The Hardware and all additions and  replacements  shall at all times
remain the property of DTN. Parts or replacements required for the Hardware as a
result of the  negligence or fault of SmartServ  shall be furnished by SmartServ
at its cost.  During the License Term,  SmartServ  shall use its best efforts to
provide adequate  facilities,  including  without  limitation work space,  heat,
light, ventilation, electric current and outlets, for operation of the Hardware.
SmartServ  agrees that it shall not move,  or permit to be moved,  the  Hardware
during the License Term without DTN's prior written consent. Notwithstanding any
contrary   provision   contained  herein,  DTN  shall  be  responsible  for  all
telecommunication  costs  incurred in the operation of the Hardware and Internet
Software as contemplated in this Agreement.  SmartServ  agrees, at no additional
cost to DTN,  to  maintain  casualty  insurance  on the  Hardware  with the same
coverage as it has for its own computer  equipment and shall replace any loss to
the Hardware as a result of events covered by such  insurance.  Such policies of
insurance  shall  name  DTN as an  additional  insured  and may not be  canceled
without at least ten days prior written notice to DTN.

                                       19
                                    - 153 -


<PAGE>

     4.8 Telephone Support.  As part of Maintenance  Services,  at no additional
cost to  DTN,  SmartServ  shall  provide  reasonable  technical  assistance  and
consultation in the use of the Internet  Software and the Hardware by telephone,
during DTN's normal working hours.

     4.9 Training.  As part of Maintenance  Services,  at no additional  cost to
DTN, SmartServ shall provide such training as may reasonably be requested by DTN
to enable it to use the Internet  Software and the  Hardware for  providing  the
Internet Services.

     4.10  SmartServ  Equipment.  The system to be used to provide the  Internet
Services  includes  the  SmartServ  Equipment  in addition to the  Hardware  and
Internet Software.  During the License Term, SmartServ agrees to furnish the use
of the SmartServ Equipment so as to allow DTN's subscribers prompt access to the
Internet  Services.  In  addition,  SmartServ  agrees to service,  support,  and
maintain the SmartServ Equipment, subject to the obligations of DTN set forth in
this Article 4.

                                    ARTICLE 5
                     PROPRIETARY RIGHTS AND CONFIDENTIALITY

     5.1 Ownership of the Internet  Software.  Subject to the rights  granted to
DTN herein,  all right, title and interest to the Internet Software shall at all
times  remain  in  SmartServ,  including  but  not  limited  to  all  applicable
copyrights, trade secrets and patents. DTN shall safeguard the Internet Software
with  reasonable  efforts  using not less  than the same  degree of care that is
exercised by DTN for its own confidential and proprietary software.

     5.2  Confidential  Information.  DTN and SmartServ  acknowledge that in the
course of dealings  between the  parties,  each party will  acquire  information
about the other party,  its business  activities and  operations,  its technical
information and trade secrets,  of a highly  confidential and proprietary nature
("Confidential  Information").  The Confidential Information of each party shall
be  safeguarded  by the other at least to the same extent that it safeguards its
own confidential materials or data relating to its own business.

     5.3 Confidential  Computer  Programs.  Except as set forth herein,  neither
party shall make copies of the computer  programs  and related  materials of the
other party nor permit them to be used by or for any person or entity  except as
set forth herein and all such computer  programs and related  materials shall be
considered Confidential Information hereunder.

     5.4  Confidentiality  Exclusions.  Nothing in this Article 5 shall restrict
either party with respect to  information  or data  identical or similar to that
contained in the  Confidential  Information but which (a) that party  rightfully
possessed  before it received  such  information  from the other as evidenced by
written  documentation;  (b) subsequently  becomes publicly available through no
fault of that party; (c) is subsequently furnished rightfully to that party by a
third party without restrictions on use or disclosure;  or (d) is required to be
disclosed by law,  provided that the disclosing  party will exercise  reasonable
efforts to allow the other party to obtain a protective  order or other reliable
assurance  that  confidential  treatment  will be accorded  to the  Confidential
Information.

                                       20
                                    - 154 -


<PAGE>

     5.5 Remedy. SmartServ and DTN agree that if either of them, their officers,
employees or anyone  obtaining  access to the  Confidential  Information  of the
other party by, through or under them, breaches any provision of this Article 5,
the  non-breaching  party would suffer  irreparable harm and the total amount of
monetary damages for any injury to the non-breaching party from any violation of
this  Article 5 would be  impossible  to  calculate  and would  therefore  be an
inadequate remedy.  Accordingly,  the parties agree that the non-breaching party
shall be entitled to  temporary  and  permanent  injunctive  relief  against the
breaching party,  its officers or employees,  and such other rights and remedies
to which the non-breaching  party may be entitled to at law, in equity and under
this Agreement for any violation of this Article 5.

                                    ARTICLE 6

                         WARRANTIES AND INDEMNIFICATION

     6.1 Quiet Enjoyment.  SmartServ warrants to DTN that: (i) SmartServ has the
right to  furnish  to DTN the  Internet  Software  and other  materials  covered
hereunder free of all liens, claims, encumbrances and other restrictions, except
as stated to the contrary herein;  (ii) DTN shall quietly and peacefully possess
the Internet Software and other materials  furnished hereunder subject to and in
accordance with the provisions of this Agreement;  and (iii) DTN's permitted use
and  possession  of the  Internet  Software  and  other  materials  will  not be
interrupted  or  otherwise  disturbed  by any entity  asserting a claim under or
through SmartServ.

     6.2 Internet Software. SmartServ warrants that the Documentation faithfully
and accurately  reflects the  functionality  provided by the Internet  Software.
SmartServ  warrants that the Internet  Software (i) is free from known  material
defects and (ii)  materially  performs  in  accordance  with the  Documentation.
SmartServ  further  warrants and represents that the occurrence in or use by the
Internet Software of dates on or after January 1, 2000 ("millennial dates") will
not adversely  affect the  performance of the Internet  Software with respect to
data dependent data, compilations, output, or other functions (including but not
limited to calculating, comparing and sequencing) and that the Internet Software
will  create,  store,  process and output  information  related to or  including
millennial dates without error or omissions and at no additional cost to DTN.

     6.3 Defect  Correction.  In the event that the Internet  Software  does not
perform as warranted in paragraph 6.2 hereof,  SmartServ  agrees to use its best
efforts to promptly  make the  Internet  Software  perform as so  warranted.  If
SmartServ is unable to make the Internet  Software perform as so warranted,  DTN
may, at its sole option, terminate this Agreement.

     6.4 Services.  SmartServ  warrants that all services performed by SmartServ
hereunder,  including but not limited to  Maintenance  Services,  installing the
Internet Software, training,  programming and consulting, will be performed in a
professional manner by qualified personnel.

                                       21
                                    - 155 -


<PAGE>

     6.5 Warranty  Period.  Commencing upon the Effective Date and continuing at
all times during the License Term, subject to termination as provided in Section
3.1, SmartServ shall perform  Maintenance  Services,  at no additional charge to
DTN, in accordance with Article 4 hereof.

     6.6 Intellectual Property  Indemnification.  (a) SmartServ shall indemnify,
defend and hold DTN, its subsidiaries, affiliates and sublicensees harmless from
any claims,  damages or judgments  including  all  reasonable  attorney's  fees,
directly or indirectly  resulting from any claimed  infringement or violation of
any patent,  copyright,  trademark,  trade secret or other intellectual property
right of a third party with respect to the Internet  Software.  Following notice
of a claim or threat thereof, SmartServ shall use its best efforts to either (i)
procure for DTN the right to continue to modify and use the Internet Software as
provided  herein,  at no  additional  costs to DTN,  or (ii)  provide DTN with a
noninfringing  version of the Internet Software,  provided that such new version
does not degrade the  performance,  functionality  or  operation of the Internet
Software in any material  respect.  If SmartServ is unable to perform either (i)
or (ii) above,  DTN may upon reasonable  notice terminate this Agreement and the
License.  DTN agrees to give  SmartServ  reasonable  notice of any such claim or
threat and reasonable cooperation with SmartServ in any defense or settlement of
any such claim or threat.

     (b) DTN shall  indemnify,  defend and hold SmartServ,  its subsidiaries and
         affiliates harmless from any claims, damages or judgments including all
         reasonable  attorney's fees, directly or indirectly  resulting from any
         claimed infringement or violation of any patent, copyright,  trademark,
         trade secret or other intellectual property right of a third party with
         respect  to the  Internet  Services  (other  than with  respect  to the
         Internet  Software).  SmartServ agrees to give DTN reasonable notice of
         any such claim or threat  and  reasonable  cooperation  with DTN in any
         defense or settlement of any such claim or threat.


                                    ARTICLE 7
                              TERM AND TERMINATION

     7.1 Term. The term of this Agreement shall commence upon the Effective Date
and,  unless  terminated  earlier  pursuant to Article 7, shall  continue  until
either party  terminates  this  Agreement  by written  notice to the other party
given  at  least  one  year  in  advance  of  such  termination,  provided  such
termination  may not occur  earlier than three years after the  Effective  Date.
Such term is referred to in this Agreement as the "License Term".

     7.2 Termination  for Cause.  Either party shall have the right to terminate
this Agreement and/or the License upon: (a) violation,  breach or default of the
other  party,  its  officers or  employees  of any  material  provision  of this
Agreement,  including but not limited to proprietary rights and  confidentiality
obligations;  or (b) the other party becoming insolvent,  commencing or becoming
subject to any proceedings  under any bankruptcy or insolvency law or making any
assignment for the benefit of creditors, suffering or permitting the appointment
of a  receiver  for its  business  or assets or  commencing  the  winding  up or
liquidating its business or affairs,  voluntarily or otherwise. In addition, DTN
may terminate  this  Agreement in accordance  with  paragraphs  6.3, 6.6 and 7.1
hereof.

                                       22
                                    - 156 -

<PAGE>

     7.3 Right to Cure.  Notwithstanding  the  foregoing  paragraph  7.2 hereof,
neither party may terminate this Agreement and/or the License pursuant  thereto,
unless and until the party  seeking to terminate has specified the cause for the
termination  in writing,  notifying the other party that it intends to terminate
this Agreement  and/or the License,  and such cause for the  termination has not
been cured by the other  party  within  thirty  (30) days after  receipt of such
written  notice,  except  with  respect  to  the  breach  of  a  confidentiality
obligation,  in which case such cause must be cured  within  five (5) days after
receipt of such written notice.

     7.4 Obligations  Upon  Termination.  Upon termination of this Agreement and
the License,  all rights and obligations  granted herein shall cease,  except as
otherwise provided, and each party shall forthwith return to the other party all
papers,  materials,  documentation,  and any other properties of the other party
received  pursuant to this  Agreement,  including  but not limited to the Source
Code Escrow Package.

     7.5  Survival  of  Certain  Provisions.  The  terms and  conditions  in the
following  paragraphs shall survive the termination of this Agreement:  5.1-5.5,
6.6, 7.4, 7.5, 8.1-8.4, 8.8-8.10.

                                    ARTICLE 8
                                     GENERAL

     8.1 Agreement  Interpretation  and  Construction.  If any provision of this
Agreement is held invalid or unenforceable for any reason, such invalidity shall
not affect the validity of the remaining  provisions of this Agreement,  and the
parties shall substitute for the invalid provisions a valid provision which most
closely  approximates  the intent and economic effect of the invalid  provision.
The recitals set forth on the first page of this  Agreement are an integral part
of this  Agreement  and are  incorporated  by  reference  into  the body of this
Agreement. The section headings in this Agreement are solely for convenience and
shall not be considered in its  interpretation.  The language of this  Agreement
has been  approved by the counsel for both  parties and shall be  construed as a
whole  according to its fair meaning and neither of the parties  hereto shall be
deemed to be the  draftsman of this  Agreement in any action which may hereafter
arise between the parties.

     8.2  Non-waiver.  The  failure  of  either  party  at any  time to  require
performance  by the other  party of any  provision  of the  Agreement  shall not
affect in any way the full right to require such  performance  at any subsequent
time,  nor shall the waiver by either party of a breach of any provision of this
Agreement be taken or held to be a waiver of the provision itself.

     8.3  Attorneys'  Fees. In any action  between the parties to enforce any of
the terms of this Agreement,  the prevailing  party shall be entitled to recover
expenses, including reasonable attorneys' fees.

     8.4 Notification.  All notices which either party may be required or desire
to give to the other  party  shall be in writing  and shall be given by personal
service, telecopy, registered air mail or certified air mail (or its equivalent)
to the other party at its respective  address or telecopy  telephone  number set
forth  below.  Notices  shall be deemed to be given upon  actual  receipt by the
party to be  notified.  Notices  delivered  by telecopy  shall be  confirmed  in
writing by overnight courier.

                                       23
                                    - 157 -

<PAGE>

         If to SmartServ:               Metro Center
                                        One Station Place
                                        Stamford, CT 06902
                                        Attn:  Mario F. Rossi
                                        Telecopy No. (203) 353-5962

         If to DTN:                     Data Transmission Network Corporation
                                        9110 West Dodge Road, #200
                                        Omaha, NE  68114
                                        Attn:  Eric Stokes
                                        Telecopy No.:  (402) 255-8088

     8.5 Force Majeure. Neither party shall be liable or deemed to be in default
for any delay or failure in performance under this Agreement  resulting directly
or indirectly  from acts of God or any causes beyond the  reasonable  control of
such  party,  provided  that such party  shall be without  fault or  negligence.
Performance  time under this  Agreement  shall be extended  for a period of time
equivalent  to the time lost because of any delay which is excusable  under this
paragraph.  If any such  excusable  delay  shall  last for a period of more than
thirty (30)  consecutive  calendar  days, the party not relying on the excusable
delay, at its option, may terminate this Agreement.

     8.6 Independent Contractors.  It is expressly agreed that SmartServ and DTN
are acting hereunder as independent contractors and under no circumstances shall
any of the  employees of one party be deemed the  employees of the other for any
purpose.  This Agreement shall not be construed as authority for either party to
act for the other party in any agency or other capacity,  or to make commitments
of any kind on the account of or on the behalf of the other except to the extent
and for the  purposes  provided for herein.  All persons  furnished by SmartServ
shall be considered solely  SmartServ's  employees or agents and SmartServ shall
be responsible  for compliance with all laws,  rules and regulations  including,
but not limited to  employment  of labor,  hours of labor,  working  conditions,
workers'  compensation,  payment  of  wages,  and  payment  of  taxes,  such  as
unemployment,  social  security and other payroll  taxes,  including  applicable
contributions from such persons when required by law. SmartServ's  employees and
agents  shall  have no right to any  benefits  that DTN  grants  its  employees.
SmartServ  shall  indemnify  and hold  harmless,  and, if  required,  defend DTN
against any claims or lawsuits arising out of SmartServ's failure to comply with
any such laws, rules or regulations.

     8.7 Compliance with Laws. SmartServ,  its employees and agents shall comply
with the applicable  EEO, Fair Labor Standards Act and The  Occupational  Safety
and  Health  Act and all  other  federal,  state,  and local  laws,  ordinances,
regulations  and codes  including  identification  and  procurement  or required
permits,  certificates,  approvals and  inspections,  in performance  under this
Agreement.  SmartServ agrees to indemnify DTN for any loss or damage that may be
sustained by reason of any failure to do so.

     8.8 Governing Law. This Agreement  shall be governed by and  interpreted in
accordance  with the internal laws of the State of Nebraska,  without  regard to
principles of conflicts of laws.

                                       24
                                    - 158 -


<PAGE>

     8.9 Jurisdiction.  The parties hereby submit to the exclusive  jurisdiction
of Nebraska in any legal action or proceeding arising out of or relating to this
Agreement  or the legal  relationship  established  by such  Agreement,  and the
parties  hereby  agree  that all  claims  with  respect  to any such  action  or
proceeding  shall be heard and  determined  in such courts.  The parties  hereby
waive any objection they may have to the existence of personal  jurisdiction  or
the  laying of venue,  and waive any  defense  of an  inconvenient  forum,  with
respect to the maintenance of any such action or proceeding.

     8.10 Publicity.  Except as otherwise set forth herein,  neither party shall
use the name of the other in advertising or publicity  releases without securing
the prior written consent of the other party.  Without the prior written consent
of the other  party,  neither  party shall  disclose,  advertise  or publish the
existence  of this  Agreement  or any  terms  of this  Agreement,  except  as is
required by law or regulation or for compliance with the requirements of NASDAQ.

     8.11 Assignment.  SmartServ's  rights and obligations  under this Agreement
are personal and SmartServ may not assign (either voluntarily or by operation of
law) or  subcontract,  its rights,  duties or  obligations  under this Agreement
without the prior  written  consent of DTN;  provided,  however,  SmartServ  may
assign its rights under this  Agreement in  connection  with a merger or sale of
all or substantially all of its assets so long as (i) SmartServ shall first give
DTN the right to acquire  SmartServ or substantially  all of its assets upon the
same terms as the  proposed  merger or sale (DTN shall  have  thirty  days after
receipt of all material  terms of the offer within which to accept the proposal)
and (ii) the proposed  transferee  is not listed on Schedule C attached  hereto.
Subject to the foregoing,  this  Agreement  shall inure to the benefit of and be
binding upon the parties and their successors and assigns.

     8.12 Entire Agreement. This Agreement,  including the Schedules hereto, and
the Purchase Agreement  constitute the entire agreement between the parties with
respect to the subject matter hereof and supersedes all previous proposals, both
oral and written, negotiations,  representations,  commitments, writings and all
other  communications  between the parties.  This Agreement may not be released,
discharged,  modified or amended  except by an instrument in writing signed by a
duly authorized representative of each of the parties.

     IN WITNESS  WHEREOF,  the  parties to this  Agreement  have caused it to be
executed  by their duly  authorized  officers  as of the  Effective  Date.  This
Agreement  may be  executed  in  counterparts,  each of which shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.


DATA TRANSMISSION NETWORK                       SMARTSERV ONLINE, INC.
CORPORATION


By:/s/ Charles R. Wood                        By:/s/Sam Cassetta
   -----------------------------                  -----------------------------
   Charles R. Wood, Sr. Vice President           Sam Cassetta, Chairman & CEO



                                       25
                                    - 159 -
<PAGE>




                                   SCHEDULE A


                         Internet Software Description,
                       Documentation and Related Materials


                                       26
                                    - 160 -
<PAGE>




                                   SCHEDULE B


                           List of SmartServ Equipment


                                       27
                                    - 161 -
<PAGE>




                                   SCHEDULE C



                         List of Prohibited Transferees


PC Quote
Data Broadcast Corp.
Bridge/Telerate
Quote.com
S&P Comstock
Telescan
Telemet America Inc.
A-T Financial
Hoovers, Inc.
Media General Financial Services Inc.
Zannett Securities Corp.
Thompson Financial
Bloomberg L.P.
Reuters
North American Quotes
ADP
Track Data


                                       28
                                    - 162 -
<PAGE>




                                   EXHIBIT "B"


                          SOURCE CODE ESCROW AGREEMENT


     THIS AGREEMENT,  made and entered into this _____ day of  ________________,
1997,  by  and  between  DATA  TRANSMISSION  NETWORK  CORPORATION,   a  Delaware
corporation  (hereinafter "DTN"), SMARTSERV ONLINE, INC., a Delaware corporation
(hereinafter  "SSOL"), and  __________________________,  a  ____________________
(hereinafter "Escrow Agent").

                              W I T N E S S E T H:

     WHEREAS,  SSOL and DTN have  entered  into a Software  License  and Service
Agreement  (the  "Service  Agreement")  pursuant to which SSOL has agreed to (i)
license to DTN certain proprietary  software programs (the "Internet  Software")
utilized to provide  Internet  Services  (as such term is defined in the Service
Agreement) to DTN's  customers and (ii) provide other services to DTN (the "SSOL
Services");

     WHEREAS, SSOL and DTN have agreed to place the source code for the Internet
Software in escrow to be released to DTN upon breach of SSOL's  obligations  set
forth in the Service Agreement or this Agreement;

     NOW,  THEREFORE,  in  consideration  of the above recitals which are made a
contractual  part  of  this  Agreement,  and  in  consideration  of  the  mutual
agreements, provisions and covenants set forth in this Agreement, the parties do
hereby agree as follows:


                                    SECTION 1

                                   DEFINITIONS

     For the purposes of this  Agreement,  in addition to definitions  set forth
elsewhere in this  Agreement,  the definitions set forth in this Section 1 shall
apply to the respective capitalized terms immediately preceding each definition.

     1.1 "Agreement". This Source Code Escrow Agreement, including any exhibits,
addenda, amendments, and modifications hereto.

     1.2 "Source Code".  Human-readable  computer  programming code,  associated
procedural   code,   commentary  and  related  and   supporting   documentation,
corresponding to the Internet Software and all subsequent versions thereof to be
provided  to DTN during the term of the  Service  Agreement.  The Source Code in
present form is more fully described in Exhibit "A" to this Agreement.

                                       29
                                    - 163 -
<PAGE>

                                    SECTION 2

                     REPRESENTATIONS AND WARRANTIES OF SSOL

     2.1 Ownership of Source Code.  SSOL warrants and  represents to DTN that it
is the owner of and holder of all  rights in the  Source  Code and that SSOL has
the right to grant to DTN the  license  rights to the Source  Code  pursuant  to
Section 7.1 of this  Agreement  and to deposit the Source Code with Escrow Agent
pursuant to the terms of this Agreement.

     2.2  Licensed  Programs  Correspond  With Source  Code.  SSOL  warrants and
represents to DTN that the Source Code to be deposited  with Escrow Agent is the
most current version of the source code of the Internet Software and conforms to
the description set forth in Exhibit "A" to this Agreement.

                                    SECTION 3

                  PURPOSE OF AGREEMENT; DEPOSIT OF SOURCE CODE

     3.1 Deposit of Source Code.  The deposit of the Source Code and the license
of the Source Code to DTN pursuant to Section 7.1 of this  Agreement is intended
to provide assurance to DTN of full and unrestricted  access and right of use of
the Source Code in the event that SSOL fails to provide SSOL Services  under the
Service  Agreement,  ceases  to do  business  or is  otherwise  in breach of its
obligations under the Service  Agreement or this Agreement.  Escrow Agent agrees
to accept from SSOL and SSOL agrees to deposit  with Escrow  Agent,  within five
(5) days of the date of this  Agreement,  a copy of the Source  Code.  SSOL will
furnish to Escrow  Agent a list  describing  all Source Code so  deposited.  The
Source Code to be initially  deposited with Escrow Agent is described in Exhibit
"A" to this Agreement, and such descriptions will be supplemented and updated by
SSOL with each subsequent deposit of Source Code by SSOL with Escrow Agent.

     3.2  Update  And  Maintenance  of  Source  Code.  During  the  term of this
Agreement, SSOL shall keep the Source Code in escrow fully current by depositing
with Escrow  Agent the  listings and all  supporting  documentation  and related
materials for each and every update,  correction, or new release of the Internet
Software.  Such deposits will be completed no later than ten (10) days after the
date that SSOL  provides  such update,  correction or new release to DTN for the
performance of the Internet Services.

     3.3 Verification and Testing of Source Code. DTN, its agents, designees, or
representatives,  shall, upon written notice to SSOL, have the right to inspect,
test, and review the Source Code (under obligations of  confidentiality)  at the
time of the initial  deposit and at the time of each  subsequent  deposit of the
Source Code in escrow to verify that it  corresponds  to the Internet  Software.
Such verification and testing shall be done under the supervision of SSOL or its
designee.

                                       30
                                    - 164 -
<PAGE>

                                    SECTION 4

                              TITLE TO SOURCE CODE

     4.1 Title to the  Source  Code shall  remain in SSOL,  but in the event the
Source Code shall be delivered to DTN pursuant to this  Agreement,  DTN shall be
entitled to use the Source Code pursuant to the terms of the license  granted in
Section  7.1.  Upon the  expiration  of the License  Term defined in the Service
Agreement,  the Escrow Agent or DTN, as the case may be, shall return the Source
Code to SSOL.

                                    SECTION 5

                          RELEASE OF SOURCE CODE TO DTN

     5.1 Release of Code.  The copy of the Source Code to be deposited in escrow
pursuant to this Agreement  shall be released to DTN only upon the occurrence of
one or more of the Escrow Release Events as defined in the Service Agreement.

     5.2 Notice of Escrow  Release  Event.  If DTN shall  conclude in good faith
that an Escrow Release Event has occurred,  DTN shall so notify SSOL in writing,
specifying in reasonable  detail the occurrence of such event and a copy of such
notice will be served  simultaneously  upon  Escrow  Agent.  Escrow  Agent shall
immediately  deliver  the  Source  Code to DTN  pursuant  to the  terms  of this
Agreement.

     5.3 Injunctive  Relief.  SSOL and DTN  acknowledge  and agree that DTN will
suffer irreparable harm to its business and operations in the event that release
of the Source Code to DTN pursuant to the terms of this  Agreement is wrongfully
delayed  by SSOL.  DTN may  petition  any  court of  competent  jurisdiction  in
Nebraska for injunctive or other  equitable  relief to prevent SSOL from seeking
to delay such release or to otherwise  enforce the provisions of this Agreement,
and SSOL hereby waives the claim or defense that DTN has or may have an adequate
remedy at law.  SSOL  hereby  consents to  personal  jurisdiction  in any action
brought  in any  court  within  the  State of  Nebraska  having  subject  matter
jurisdiction arising under this Agreement.

                                    SECTION 6

                             CONFLICTING PROVISIONS

     6.1 In the event of any  conflict  between  the  provisions  of the Service
Agreement  and the  provisions  of this  Agreement  regarding the release of the
Source  Code  to DTN  upon  the  occurrence  of an  Escrow  Release  Event,  the
provisions of the Service Agreement shall control.


                                       31
                                    - 165 -
<PAGE>

                                    SECTION 7

                             LICENSE OF SOURCE CODE

     7.1 In the event that the Source Code shall be  delivered  out of escrow to
DTN pursuant to the terms of this Agreement, SSOL does hereby grant a license to
DTN for the License  Term  defined in the  Service  Agreement,  to use,  modify,
maintain,  and update the Source Code in all such  respects as may be  necessary
for DTN to maintain  and update the  Internet  Software to perform the  Internet
Services in  accordance  with the  description  of such  services in the Service
Agreement and the object code resulting from such use shall be owned by DTN.
                                    SECTION 8

                RIGHT OF ESCROW AGENT TO FILE INTERPLEADER ACTION

     8.1 Despite any other  provision  of this  Agreement,  in the event  Escrow
Agent shall receive conflicting demands from SSOL and DTN respecting the release
of the Source Code to DTN under this  Agreement,  Escrow  Agent may, in its sole
discretion,  file an interpleader action in any court of competent  jurisdiction
in Nebraska  and deposit the Source Code with the clerk of the court or withhold
release of the Source Code until instructed otherwise by court order.


                                    SECTION 9

                    LIMITATION ON OBLIGATION OF ESCROW AGENT

     9.1 Escrow  Agent shall not be  required  to inquire  into the truth of any
statements or representations contained in any notices,  certificates,  or other
documents required or otherwise provided under this Agreement,  and Escrow Agent
shall be entitled to assume that the  signatures on such  documents are genuine,
that the persons  signing on behalf of any party thereto are duly  authorized to
execute the same,  and that all actions  necessary to render any such  documents
binding  on the  party  purporting  to be  executing  the same  have  been  duly
undertaken.  Without limiting the foregoing,  Escrow Agent may in its discretion
require from SSOL or DTN  additional  documents that it deems to be necessary or
desirable  to aid it in the  course of  performing  its  obligations  under this
Agreement.

                                   SECTION 10

                   RELEASE AND INDEMNIFICATION OF ESCROW AGENT

     10.1 SSOL and DTN,  severally,  hereby do release Escrow Agent from any and
all liability for losses,  damages,  and expenses (including attorney fees) that
may be  incurred  on account of any action  taken by Escrow  Agent in good faith
pursuant  to this  Agreement,  and SSOL and DTN do  hereby  severally  indemnify
Escrow Agent and  undertake to hold  harmless  Escrow Agent from and against any
and all  claims,  demands,  or actions  arising  out of or  resulting  from such
performance by Escrow Agent under this Agreement.

                                       32
                                    - 166 -
<PAGE>

                                   SECTION 11

                     CONFIDENTIALITY AND USE OF SOURCE CODE

     11.1 Confidentiality  Undertaking. The Source Code released to DTN pursuant
to this Agreement shall be used by DTN solely for the purposes  permitted by the
Service  Agreement.  DTN shall  treat and  preserve  the Source  Code as a trade
secret  of SSOL  in  accordance  with  the  same  practices  employed  by DTN to
safeguard its own trade secrets against unauthorized use and disclosure.

                                   SECTION 12

                          INDEPENDENT CONTRACTOR STATUS

     12.1 The parties to this Agreement are and shall be independent contractors
under  this  Agreement,  and  nothing  herein  shall be  construed  to  create a
partnership,  joint venture, or agency relationship  between the parties to this
Agreement.  No party to this  Agreement  shall have the  authority to enter into
agreements of any kind on behalf of the other  parties to this  Agreement in any
manner.

                                   SECTION 13

                    CONTINUED ABILITY TO PERFORM OBLIGATIONS

     13.1 The parties to this  Agreement  represent  and warrant  that they have
full  power  and  authority  to  undertake  the  obligations  set  forth in this
Agreement and that they have not entered into any other agreements nor will they
enter  into  any  other   agreements   that  would  render  them   incapable  of
satisfactorily performing their respective obligations under this Agreement.


                                   SECTION 14

                                TERM OF AGREEMENT

     14.1 The term of this  Agreement  shall commence as of the date first above
written and shall  continue  until the Source Code shall be  transferred  to DTN
pursuant to the terms of this Agreement,  or, if such transfer shall not have so
occurred, the Agreement shall terminate and the Source Code shall be returned to
SSOL at the end of the License Term as defined in the Service Agreement.

                                       33
                                    - 167 -
<PAGE>


                                   SECTION 15

                                  MISCELLANEOUS

     15.1  Compliance  With Laws.  The parties agree that they shall comply with
all applicable laws and regulations of governmental  bodies or agencies in their
respective performance of obligations under this Agreement.

     15.2 No Undisclosed Agency; No Assignment. Each party represents that it is
acting on its own  behalf  and is not acting as an agent for or on behalf of any
third  party and agrees that it may not assign its rights or  obligations  under
this  Agreement  without the prior written  consent of the other parties to this
Agreement.

     15.3 Notices. All notices or other communications  required or permitted to
be given  pursuant to this  Agreement  shall be given in writing by  telecopier,
personal  messenger,  overnight  courier  who  shall  obtain a  written  receipt
therefor  or by  deposit  thereof  in the  United  States  mail,  registered  or
certified, return receipt requested, to the following addresses:

     If to DTN:                         Data Transmission Network Corporation
                                        9110 W. Dodge Rd.
                                        Omaha, Nebraska 68114
                                        Attention: Eric Stokes

     If to SSOL:                        SmartServ Online, Inc.
                                        Metro Center
                                        One Station Place
                                        Stanford, CT  06902
                                        Attention: Mario F. Rossi

     If to Escrow Agent:                ________________________________
                                            

All notices and other  communications  shall be deemed delivered on the date the
receipt acknowledges that they were personally delivered to the other party, or,
for all notices and  communications  sent by mail, at the time  reflected on the
return  receipt.  Either party may change the address to which notices are to be
delivered  and may specify a copy  address to which copy of all notices  must be
sent by giving notice to the other party in the manner herein provided.

     15.4  Governing  Law. All questions  concerning  the  validity,  operation,
interpretation,  and  construction  of this  Agreement  shall be governed by and
determined in accordance with the laws of the State of Nebraska.

                                       34
                                    - 168 -


<PAGE>

     15.5 No  Waiver.  No party  shall,  by mere lapse of time,  without  giving
notice or taking other action hereunder,  be deemed to have waived any breach by
the other  parties of any of the  provisions  of this  Agreement.  Further,  the
waiver by any party of a particular  breach of this Agreement by any other party
shall not be construed as or constitute a continuing waiver of such breach or of
other breaches of the same or other provisions of this Agreement.

     15.6 Partial Invalidity.  If any part, term, or provision of this Agreement
shall be held illegal,  unenforceable, or in conflict with any law of a federal,
state, or local government having jurisdiction over this Agreement, the validity
of the remaining  portions or provisions of this Agreement shall not be affected
thereby.

     15.7 Binding  Agreement.  The parties  acknowledge  that each has read this
Agreement, understands it, and agrees to be bound by its terms.

     IN WITNESS WHEREOF,  the parties have executed this Agreement as of the day
and year first above written.

DATA TRANSMISSION NETWORK                     SMARTSERV ONLINE, INC.,
CORPORATION, a Delaware                       a Delaware corporation
corporation


By:/s/ Charles R. Wood                        By:/s/Sam Cassetta
   --------------------------                    ----------------------------
   Charles R. Wood, Senior Vice President        Sam Cassetta, Chairman & CEO



a _________________________,


By:___________________________


                                       35
                                    - 169 -