AGREEMENT

         THIS  AGREEMENT  is made and entered into and is effective as of May 1,
1999,  by  and  between  DATA  TRANSMISSION  NETWORK  CORPORATION,   a  Delaware
corporation   (hereinafter  "DTN"),  and  SMARTSERV  ONLINE,  INC.,  a  Delaware
corporation (hereinafter "SmartServ").

                              W I T N E S S E T H:

         WHEREAS,  SmartServ and DTN previously  entered into a Software License
and  Service  Agreement  (the  "License  Agreement")  dated  as of May 1,  1998,
pursuant to which  SmartServ  (i) licensed to DTN certain  proprietary  software
programs known as the Internet  Software (as such term is defined in the License
Agreement) utilized to provide Internet Services (as such term is defined in the
License  Agreement) to DTN's customers and (ii) agreed to provide other services
to DTN;

         WHEREAS, SmartServ and DTN previously entered into a Source Code Escrow
Agreement (the "Escrow  Agreement")  dated as of May 1, 1998,  pursuant to which
SmartServ agreed to place the source code for the Internet Software in escrow to
be  released  to DTN upon  breach of  SmartServ's  obligations  set forth in the
Escrow Agreement or the License Agreement;

         WHEREAS,  SmartServ and DTN previously  entered into a letter of intent
(the "Letter of Intent")  dated  January 26, 1999,  setting  forth the terms and
conditions  upon  which a  wholly  owned  subsidiary  of DTN  would  merge  with
SmartServ;

         WHEREAS,  the  parties  hereto  desire to (i) amend  certain  terms and
provisions of the License  Agreement as specifically set forth in this Agreement
and terminate the Letter of Intent,  (ii) provide for repayment of  indebtedness
previously   advanced  by  DTN  to  SmartServ,   (iii)  provide  for  additional
consideration  to be given by DTN to  SmartServ,  (iv)  provide for  SmartServ's
issuance to DTN of warrants to purchase  300,000  shares of the Common  Stock of
SmartServ  at an  exercise  price of $8.60 per  share,  and (v) agree upon other
matters specifically set forth in 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:

                                       1
                                      -68-
<PAGE>



                                    SECTION 1

                                  CONSIDERATION

         1.1 In  consideration  of the parties  entering into this Agreement and
performing  the  obligations  to be performed by them  pursuant to the terms and
provisions  of this  Agreement,  (i)  SmartServ  agrees  to repay to DTN in cash
concurrently  with the execution of this Agreement the cash advances  previously
made to SmartServ in the aggregate  amount of $1,958,300  and (ii) DTN agrees to
pay to SmartServ in cash  concurrently  with the execution of this Agreement the
sum of $5,458,300.

                                    SECTION 2

                         AMENDMENTS TO LICENSE AGREEMENT

         2.1  Defined  Terms.  The  following  definitions  shall be inserted in
alphabetical order in Section 1.1 of the License Agreement:


                  "Internet  Services means those continuous  market  quotations
         and other financial and news information  services offered from time to
         time on the internet by DTN,  which use the Internet  Software to allow
         its customers direct internet access (non-wireless) to such services.

                  Internet  Services  Revenue means (i) the revenue  received by
         DTN from the  Subscribers  for the Internet  Services  which consist of
         initiation fees,  installation fees and periodic subscription fees plus
         (ii) the transaction revenue received by DTN from Subscribers and third
         parties for equities, futures and/or options trading orders executed by
         Subscribers  using an Order  Entry  System  not  owned or  licensed  by
         SmartServ.

                  Object Code means the form of Internet Software resulting from
         the  translation  or  processing  of the Source Code by a computer into
         machine language or intermediate  code in a form that is not convenient
         to human  understanding  but  which is  appropriate  for  execution  or
         interpretation by a computer, together with related user documentation.

                  Order Entry System means an equities,  futures  and/or options
         trading  order entry or routing  software  application  and  electronic
         network directly connected (non-wireless) to the internet that provides
         Subscribers  the ability to effect  equities,  futures  and/or  options
         trades.

                                       2
                                      -69-
<PAGE>

                  SmartServ  Trading  Revenue  means  the  transaction   revenue
         received  by DTN from  Subscribers  and  third  parties  for  equities,
         futures and/or options trading orders executed by Subscribers  using an
         Order Entry System owned or licensed by SmartServ.

                  Source Code means, with respect to the Internet Software,  the
         program  instructions  and codes  written by humans with the  intention
         that the  instructions  and  codes be  compiled  and  interpreted  by a
         computer,  including  all existing  commentary,  explanations,  control
         procedures,  record  layouts for all files and program  listings-source
         codes, design documentation,  user manuals, programmers' guides, system
         guides,   current   compilation   instructions,   and  all  other  user
         documentation and programmer documentation,  including data flows, data
         structures,  control logic, flow diagrams, and principles of operation,
         useful for design, modification and maintenance of the Source Code by a
         programmer.

                  Subscribers  means those  customers  of DTN who  subscribe  to
         Internet Services.

                  Y2K  Compliant  means:  (i)  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 date-dependent data,  computations,  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 errors or omissions and at no additional cost to DTN."

         2.2 Perpetual License.  Section 2.1 of the License Agreement is deleted
in its entirety and the following is inserted in its place:

                  "2.1 The Licensed Software. SmartServ hereby grants to DTN and
         its  subsidiaries  an  exclusive,  perpetual,  worldwide  license  (the
         "License")  to use the object code of the Internet  Software as part of
         DTN's  and its  subsidiaries'  business  operations  and to  allow  the
         subscribers of DTN and its subsidiaries to use the Internet Software to
         access the Internet  Services.  SmartServ agrees not to license,  sell,
         convey or otherwise transfer to anyone other than DTN any rights in the
         Internet  Software  except  SmartServ  may license the "Order Entry FIX
         Protocol"  software  to the  Bank  of New  York  as  provided  in  this
         paragraph.  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 year ending after year 2000 (the "Base
         Year"), the aggregate  SmartServ Trading Revenue for such calendar year
         does not equal or exceed the aggregate  SmartServ  Trading  Revenue for
         the Base Year plus 30% thereof for each  calendar  year  following  the
         Base Year, to and including  such calendar year,  then the  exclusivity
         with  respect to the License  shall cease and the License  shall become
         nonexclusive  unless DTN pays to SmartServ the difference within thirty
         (30) days after the end of such  calendar  year. If during any calendar
         quarter  ending after the first twelve months of the License Term,  DTN
         does not  obtain  at least 800  subscribers  to the  Internet  Services
         (exclusive  of  renewing  subscribers,   but  not  net  of  terminating
         subscribers) at an average of at least $84.00 per subscriber per month,
         which dollar  amount shall be reduced 4% each year  thereafter  but not

                                       3
                                      -70-
<PAGE>

         below  an  average  of  $65.00  per  subscriber  per  month,  then  the
         exclusivity  with  respect to the  License  shall cease and the License
         shall become nonexclusive; provided, however, in the event of a sale to
         any entity listed in Schedule C to this Agreement or to an affiliate of
         such  entity of (i) all or  substantially  all of the  assets of DTN or
         (ii)  sufficient  stock of DTN to effect a change in control of DTN, by
         whatever   manner   including,    without   limitation,   any   merger,
         consolidation,  sale  of  assets,  sale of  capital  stock  or  similar
         transaction,  the 800  subscribers  requirement  shall  temporarily  be
         raised  to  1200   subscribers  for  the  eighteen  (18)  month  period
         immediately  following  the  occurrence  of such  event.  SmartServ  is
         negotiating  an  agreement  for the license by  SmartServ of its "Order
         Entry FIX  Protocol"  software to the Bank of New York or its affiliate
         which is a permitted  exception  to the  exclusivity  of the License as
         provided  above.  If the Bank of New York or its  affiliate  acquires a
         perpetual  right or  license  to use the  "Order  Entry  FIX  Protocol"
         software,  DTN shall be  entitled  to 30% of the  revenues  derived  by
         SmartServ therefrom.

         2.3 Object  Code.  The first  sentence  of Section  2.2 of the  License
Agreement is deleted in its entirety and the following is inserted in its place:

         "SmartServ  shall  deliver the Internet  Software to DTN in object code
         form for loading and operating by DTN on a back up server at a mutually
         agreeable location.  SmartServ agrees not to unreasonably object to any
         location proposed by DTN."

In  addition,  the  following  is added to the end of Section 2.2 of the License
Agreement:

         "From and after the occurrence of an Escrow Release Event, DTN shall be
         entitled  to modify  the  Internet  Software  and to  develop  software
         derivatives  of or  interfacing  with the Internet  Software.  All such
         modifications  of and software  derivatives  of the  Internet  Software
         developed by DTN shall be and remain the property of DTN, and SmartServ
         shall have no rights or interests therein."

         2.4 Source Code  Escrow.  Subsection  (e) of Section 2.3 of the License
Agreement is deleted in its entirety and the following is inserted in its place:

                  "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  events
         (collectively  the "Escrow Release Events" and  individually an "Escrow
         Release Event"):

                           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

                                       4
                                      -71-
<PAGE>

                  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;

                           iii. if  SmartServ  has a negative  net worth for any
                  two consecutive fiscal quarters ending after May 31, 2000;

                           iv. if DTN elects to provide its own  maintenance  of
                  the Internet  Software  and the Hardware  pursuant to the last
                  sentence of Paragraph 4.3;

                           v. in the event of a sale to a DTN competitor  listed
                  in Schedule C to this  Agreement  or to an  affiliate  of such
                  competitor  of (i) all or  substantially  all of the assets of
                  SmartServ  or (ii)  sufficient  stock of SmartServ to effect a
                  change in control of SmartServ by whatever  manner  including,
                  without limitation, any merger, consolidation, sale of assets,
                  sale of capital stock or similar transaction; or

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

         2.5 License Fee. Section 3.1 of the License Agreement is deleted in its
entirety and the following is inserted in its place:


                  "3.1 License and Maintenance Fee. Except as otherwise provided
         in this Agreement,  during the License Term, DTN shall pay to SmartServ
         a monthly  license and maintenance fee (the "License Fee") equal to the
         sum of seventy percent (70%) of the SmartServ  Trading Revenue for such
         month  plus an amount  equal to twenty two  percent  (22%) of the first
         $909,091 of  Internet  Services  Revenue for such month plus  seventeen
         percent (17%) of the Internet  Services Revenue above $909,091 for such
         month.  The License Fees shall be paid to SmartServ  within twenty (20)
         days  after the end of the month to which it  relates.  Notwithstanding
         the foregoing, upon the occurrence of one or more of the Escrow Release
         Events,  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 Fees and SmartServ shall have
         no further obligations under Article 4 of this Agreement. If DTN elects
         to provide its own  maintenance  of the Internet  Software  pursuant to
         this  paragraph,  SmartServ  agrees  not  to  compete  with  any of the
         Internet  Services  for a period  of five  (5)  years  thereafter.  The
         foregoing will not prevent SmartServ from fulfilling its obligations to
         the Bank of New York as permitted under Section 2.1 of this Agreement."

         2.6 Warranties and Indemnification. Sections 6.2 and 6.3 of the License
Agreement are deleted in their  entirety and the following are inserted in their
place:

                  "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

                                       5
                                      -72-
<PAGE>

         Software  (i) is free from  known  material  defects;  (ii)  materially
         performs in accordance with the  Documentation  and (iii) is or will be
         Y2K Compliant by September 30, 1999.

                  6.3 Services. 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  upon thirty (30) days'  notice,  DTN (i) may elect 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  Fees  during the  remainder  of the  License  Term and
         SmartServ  shall have no further  obligations  under  Article 4 of this
         Agreement or (ii) may elect to terminate this Agreement."

         2.7 License Term.  Paragraphs 7.1 and 7.2 of the License  Agreement are
deleted in their entirety and the following is inserted in their place:

                  "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 ninety (90) days in advance of
         such  termination,  provided such  termination may not occur until such
         time as there are fewer than 1000 Subscribers at an average of at least
         $84.00 per subscriber  per month,  which dollar amount shall be reduced
         4% each  year  thereafter  but not  below  an  average  of  $65.00  per
         subscriber per month. Such term is referred to in this Agreement as the
         "License Term".

                  7.2  Termination  for  Cause.  DTN  shall  have  the  right to
         terminate  this  Agreement  upon the  violation,  breach or  default of
         SmartServ, its officers or employees, of any material provision of this
         Agreement,   including  but  not  limited  to  proprietary  rights  and
         confidentiality  obligations.  In addition, DTN shall have the right to
         terminate  this Agreement (i) upon the occurrence of any Escrow Release
         Event;  or (ii) in  accordance  with  Sections  6.3, 6.6 or 7.1 hereof.
         SmartServ shall have the right to terminate this Agreement (i) upon DTN
         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;  (ii)
         upon the failure of DTN to pay the License Fees in accordance with this
         Agreement for any two (2) month period,  subject to the notice and cure
         period  provided in Section  7.3; or (iii) in  accordance  with Section
         7.1."

         2.8 Termination of Service Agreement. Each and every reference to "this
Agreement and/or the License"  contained in Section 7.3 of the License Agreement
shall be changed to "this  Agreement".  In addition,  Section 7.4 of the License
Agreement  shall be deleted in its  entirety and the  following  inserted in its
place:

                                       6
                                      -73-
<PAGE>

                  "7.4 Survival of the License. Notwithstanding any provision to
         the contrary  contained in this  Agreement,  upon  termination  of this
         Agreement,  the License shall continue in perpetuity and the provisions
         of Paragraph 2.1 shall survive the termination of this Agreement."

         2.9 Schedules.  Schedules A and C attached to the License Agreement are
deleted in their  entirety and Schedules A and C attached to this  Agreement are
inserted in their place.

                                    SECTION 3

                                OTHER AGREEMENTS

         3.1  Termination  of The  Letter of Intent.  The  parties  agree  that,
effective  immediately,  the Letter of Intent is terminated and is of no further
force or effect.

         3.2 Release.  SmartServ  does hereby fully and  absolutely  release and
forever  discharge DTN and its affiliates,  officers,  directors,  employees and
agents (the "Released  Parties") from any and all claims,  demands and causes of
action of any kind  whatsoever,  whether  known or unknown at the present  time,
which SmartServ may have against any of the Released  Parties with respect to or
arising  out of the  Letter of Intent or the  transactions  contemplated  by the
Letter of Intent.  The foregoing release is intended and shall be construed as a
full and complete release of all claims,  demands, and causes of action referred
to above.  This release  shall inure to the benefit of the Released  Parties and
their respective heirs, representatives, successors and assigns.

         3.3  Escrow  Agreement.  The  parties  shall  enter  into a new  Escrow
Agreement  pursuant  to which  SmartServ  will  place  the  Source  Code for the
Internet  Software in escrow to be released to DTN upon the occurrence of one or
more Escrow Release Events.  The parties shall complete the new Escrow Agreement
on or before  July 23,  1999 with an Escrow  Agent  mutually  agreeable  to both
parties and upon terms and  conditions  substantially  the same as the  existing
Escrow  Agreement,  with such  changes as may be required by the Escrow Agent or
agreed to by both  parties.  The costs of the escrow  shall be shared by DTN and
SmartServ equally.

                                       7
                                      -74-
<PAGE>
                                    SECTION 4

                               SmartServ Warrants

         4.1  Issuance  of Warrant.  SmartServ  agrees to issue to DTN a warrant
(the  "Warrant") to purchase from  SmartServ  300,000 duly  authorized,  validly
issued,  fully paid and nonassessable shares of Common Stock, par value $.01 per
share,  of  SmartServ  (the "Common  Stock") at the purchase  price per share of
$8.60,  at any time or from time to time prior to April 30, 2003 or the date one
year after the Current Market Price (as hereinafter defined) of the Common Stock
reaches $8.60 per share, whichever is earlier.  SmartServ and DTN shall promptly
negotiate in good faith and execute an agreement  evidencing the Warrant,  which
shall  contain such terms,  conditions  and  adjustments  as may  reasonably  be
requested  by  the  parties,   including,   but  not  limited  to,  antidilution
adjustments  to the number and kind of  securities to be issued upon exercise of
the Warrant and the exercise  price.  In  addition,  the Warrant  shall  contain
registration rights substantially similar to those attached to this Agreement as
Exhibit A. For purposes of this paragraph, "Current Market Price" shall mean, as
of any date, the average daily Market Price (as hereinafter  defined) during the
period of the most recent 20 consecutive  business days ending on such date. For
purposes of this  paragraph,  "Market  Price"  shall mean,  as of any date,  the
amount per share equal to (x) the last sale price of shares of the Common  Stock
on such date or, if no such sale takes  place on such date,  the  average of the
closing bid and asked prices  thereof on such date,  in each case as  officially
reported on the principal national securities exchange on which the Common Stock
is then listed or admitted to trading,  or (y) if no shares of Common  Stock are
then listed or admitted to trading on any national  securities  exchange but the
Common Stock is designated as a national market system security by the NASD, the
last trading  price of the Common Stock on such date,  or if the Common Stock is
not so  designated,  the average of the  reported  closing bid and asked  prices
thereof on such date as shown by the NASDAQ system or, if no shares  thereof are
then quoted in such  system,  as published  by the  National  Quotation  Bureau,
Incorporated  or any successor  organization,  and in either case as reported by
any member firm of the New York Stock Exchange selected by SmartServ.

                                    SECTION 5

                             ADDITIONAL OBLIGATIONS

         5.1 Right of First Refusal.  SmartServ  hereby agrees that,  during the
License  Term (as defined in the License  Agreement),  DTN shall have a right of
first refusal to supply  content to  SmartServ's  products and services which is
not provided directly by SmartServ or its subsidiaries or affiliates. If, during
the License Term,  SmartServ  desires to acquire from third parties  content for
its products or services  which  generally  is of a type  provided by DTN or its
subsidiaries and affiliates, then SmartServ agrees to purchase such content from
DTN upon the same  terms and  conditions  that  SmartServ  would  purchase  such
content from a bona fide and  unrelated  content  provider or vendor;  provided,
however,  such  right of first  refusal is  subject  to  SmartServ's  reasonable

                                       8
                                      -75-
<PAGE>

determination  that DTN can  provide  such  content in a manner and of a quality
equal to that of other third party content  providers or vendors and on a timely
basis.

         5.2  Pending  Developments.  SmartServ  agrees  to  continue  with  due
diligence the development of the CotNet trading software  application  which has
been  discussed  with DTN. The  compensation  arrangements  with respect to such
CotNet  trading  software  application  and any  other  DTN  originated  trading
applications will be agreed upon by the parties on a case by case basis.

         5.3 Administrative  Software.  SmartServ agrees that the Administrative
Software used to administratively control user accounts is to be included in the
Internet Software;  provided,  however, that the License as it relates solely to
such Administrative Software is provided on a non-exclusive basis to DTN for its
internal use only.

         5.4 Additional Products and Services.  The parties agree that SmartServ
is engaged in the  business of providing  software  products and services on the
Internet  referred to as "DTN IQ", "Order Entry Review & Release",  "Order Entry
FIX Protocol" and "BrokerNet"  which are covered by this Agreement.  SmartServ's
other  business  operations  (hereinafter  the "Excluded  Business  Operations")
including but not limited to (i) its telephone screen  services,  (ii) any other
internet  products and services not identified  above,  or (iii) its wireless or
PCS services are not covered by the License granted  herein.  From time to time,
parts of SmartServ's Excluded Business Operations may be available for licensing
to DTN's customers.  Should any of DTN's customers  execute a license to utilize
any portion of SmartServ's  Excluded Business  Operations through DTN, DTN shall
be entitled to 30% of the revenues derived therefrom.

         5.5  Membership  on Board of  Directors.  During the  License  Term (as
defined  in the  License  Agreement),  SmartServ  agrees  to  nominate  a person
designated  from time to time by DTN and  acceptable to the  SmartServ  Board of
Directors as a member of the Board of Directors of SmartServ at the  appropriate
annual meeting of the shareholders of SmartServ held for the purpose of electing
directors of SmartServ.

                                    SECTION 6

                                  MISCELLANEOUS

         6.1 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.

         6.2 Entire Agreement.  This Agreement,  including the Schedules hereto,
and the License  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

                                       9
                                      -76-
<PAGE>

released,  discharged,  modified or amended  except by an  instrument in writing
signed by a duly authorized representative of each of the parties.

         6.3  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument  and any of the parties  hereto may execute this Amendment by signing
any such counterpart.

         6.4 Binding  Effect.  This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective  successors and permitted
assigns.

         6.5 Superseding.  From and after the date hereof, all references to the
License Agreement (including,  but not limited to, such references in the Escrow
Agreement  and the  Asset  Purchase  Agreement  dated  April 23,  1998,  between
SmartServ  and  DTN)  shall  mean  the  License  Agreement  as  amended  by this
Agreement.

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

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

By:__________________________       By:____________________________

Title:_________________________     Title:___________________________


                                       10
                                      -77-
<PAGE>



                                   SCHEDULE A

                    [Insert description of Internet Software]

"The reporting  person agrees to furnish  supplementally  a copy of this omitted
schedule to the Securities and Exchange Commission upon request."







                                       11
                                      -78-
<PAGE>




                                   SCHEDULE C

                         List of Prohibited Transferees

Bloomberg L.P.
Bridge Information Systems, Inc.
CBS MarketWatch.com, Inc.
CQG, Inc.
Data Broadcast Corporation
Futuresource/Bridge, L.L.C.
Hoovers, Inc.
Media General Financial Services Inc.
North American Quotations, Inc.
NY Quotes
Omega Research, Inc.
PC Quote, Inc.
Primark Corporation
Quote.com, Inc.
Reuters Group Plc.
Standard and Poor's Comstock, Inc. (S&P Comstock)
Star Data Systems, Inc.
Telekurs Financial Information, Ltd.
Telemet America, Inc.
Telescan, Inc.
The Thompson Corporation
Track Data Corporation
Window on WallStreet, Inc.
Zannett Securities Corporation

                                       12
                                      -79-
<PAGE>



                                    EXHIBIT A

                               REGISTRATION RIGHTS

[Definitions are in Section 2.]

               Section 1. Registration under Securities Act, Etc.


         1.1 Registration on Request.

         (a)  Request.  At any time and from time to time  after  September  30,
1999,  upon the written  request of DTN,  requesting that the Company effect the
registration  under  the  Securities  Act of all or  part of  DTN's  Registrable
Securities  and  specifying  the intended  method of  disposition  thereof,  the
Company  will  use its  best  efforts  to  effect  its  registration  under  the
Securities Act, including by means of a shelf registration  pursuant to Rule 415
under the  Securities  Act if so requested in such request (but in the case of a
shelf  registration  only if the Company is then eligible to use Form S-2-or S-3
(or any successor forms)),  of the Registrable  Securities which the Company has
been so  requested to register by DTN for  disposition  in  accordance  with the
intended  method  of  disposition  stated  in such  request,  all to the  extent
requisite to permit the  disposition  (in accordance  with the intended  methods
thereof  as  aforesaid)  of  the  Registrable  Securities  so to be  registered;
provided  that the  Company  shall not be  required  to effect the  registration
pursuant to this  Section 1.1 of any  Warrants  (but shall be required to effect
the registration of Registrable  Securities  described in clauses (b) and (c) of
the definition of Registrable Securities),  and provided,  further, that DTN, by
written  notice to the Company  within 10  Business  Days after its receipt of a
copy of a notice from the  managing  underwriter  delivered  pursuant to Section
1.1(g),  may  withdraw  such  request  and,  on  receipt  of such  notice of the
withdrawal  of such  request  from DTN, the Company may elect not to effect such
registration.  Subject to  subdivision  (g),  the  Company  may  include in such
registration other securities for sale for its own account or for the account of
any other Person.

         (b) Number of  Registrations.  The  Company  shall not be  required  to
effect more than one  registration  pursuant to this Section 1.1,  provided that
such  registration  shall  permit  the  disposition  of  at  least  80%  of  the
Registrable  Securities  issuable to DTN upon  exercise of all of the  Warrants,
provided,  further,  that if one or more such  registrations,  in the aggregate,
shall not permit the disposition of at least 80% of such Registrable Securities,
the Company shall be required to effect one additional  registration pursuant to
this Section 1.1 so that the aggregate  number of such  Registrable  Securities,
shall be at least 80%.

         (c) Registration  Statement Form. The Company may, if permitted by law,
effect any  registration  requested  under this  Section  1.1 by the filing of a
registration  statement  on Form S-3 (or any  successor  or  similar  short form
registration  statement)  unless, if such registration  involves an underwritten
Public Offering of such Registrable Securities, the managing underwriter of such
Public  Offering  shall notify the Company in writing  that,  in the judgment of
such managing  underwriter,  the use of a more  detailed form  specified in such

                                       13
                                      -80-
<PAGE>

notice is of material  importance to the success of the Public  Offering of such
Registrable Securities, in which case such registration shall be effected on the
form so specified.

         (d)  Expenses.  The  Company  will  pay all  Registration  Expenses  in
connection with any registration and sale effected pursuant to this Section 1.1.

         (e)  Selection  of  Underwriters.  If, in the  discretion  of DTN,  any
offering pursuant to this Section 1.1 shall constitute an underwritten offering,
the underwriter or underwriters  thereof shall be selected,  after  consultation
with the Company, by DTN and shall be acceptable to the Company.

         (f) Effective Registration Statement. A registration requested pursuant
to this  Section 1.1 will not be deemed to have been  effected (x) unless it has
become effective,  provided that a registration  which does not become effective
after the Company has filed a registration statement with respect thereto solely
by reason of the refusal to proceed of DTN shall be deemed to have been effected
by the Company at the request of DTN,  unless DTN shall have  elected to pay all
Registration Expenses in connection with such registration, (y) if, after it has
become  effective,  such  registration  is  interfered  with by any stop  order,
injunction or other order or requirement of the Commission or other governmental
agency  or  court  entered  within  one  year  of  the   effectiveness  of  such
registration  if it is a shelf  registration  pursuant  to Rule  415  under  the
Securities  Act  or  entered  within  90  days  of  the  effectiveness  of  such
registration  if other than a shelf  registration,  or (z) if the  conditions to
closing specified in the underwriting  agreement entered into in connection with
such registration are not satisfied other than by reason of some act or omission
by such Initiating Holders.

         (g) Priority in Requested  Registrations.  If a requested  registration
pursuant to this Section 1.1 involves an underwritten offering, and the managing
underwriter  shall advise the Company in writing  (with a copy to DTN) that,  in
its  opinion,  the total number of  securities  requested to be included in such
registration exceeds the number which can be sold in such offering,  the Company
will  include in any such  registration  to the  extent of the number  which the
Company  is so  advised  can be sold in such  offering  (x)  first,  Registrable
Securities requested to be included in such registration by DTN, (y) second, any
securities  proposed  by the  Company  to be sold for its own  account,  and (z)
third,  other  securities  of  the  Company  proposed  to be  included  in  such
registration, in accordance with the priorities, if any, then existing among the
Company and the holders of such other securities.

                                       14
                                      -81-
<PAGE>

         (h) Company  Request for Delay.  Except with respect to a  registration
statement  covering a shelf  registration,  the  Company  shall be  entitled  to
postpone for a reasonable period of time (but not exceeding 180 days) the filing
of any registration  statement otherwise required to be prepared and filed by it
pursuant  to  this  Section  1.1 if  the  Board  of  Directors  of  the  Company
determines,  in its reasonable  judgment,  that such  registration  and offering
would interfere with any financing,  acquisition,  corporate  reorganization  or
other  material  transaction  involving the Company or any of its affiliates and
promptly  gives DTN written notice of such  determination,  containing a general
statement  of  the  reasons  for  such  postponement  and  approximation  of the
anticipated delay. If the Company shall so postpone the filing of a registration
statement,  DTN shall have the right to withdraw the request for registration by
giving  written notice to the Company within 30 days after receipt of the notice
of postponement and, in the event of such withdrawal,  such request shall not be
counted for  purposes  of the  requests  for  registration  to which  holders of
Registrable Securities are entitled pursuant to Section 1.1.

         (i) Shelf Registration  Statement.  The Company shall be deemed to have
complied  with a request for  registration  made by DTN pursuant to this Section
1.1  if,  at the  time  of such  request,  there  shall  be an  effective  shelf
registration  statement on file with the  Commission  pursuant to Rule 415 under
the Securities Act covering the Registrable  Securities which such holders shall
have requested to be registered,  if such registration  statement  complies with
the  provisions  of this  Section  1.1  and of  Section  1.3 and if the  Company
otherwise  fulfills the  requirements  of Section 1.1 and 1.3 in respect of such
registration.

         1.2      Incidental Registration.

         (a)  Right  to  Include  Registrable  Securities.  Notwithstanding  any
limitation  contained  in Section 1.1, if the Company at any time on or prior to
April 30, 2005 proposes to register any of its  securities  under the Securities
Act (other than by a registration on Form S-4 or S-8 or any successor or similar
forms),  whether or not for sale for its own  account,  in a manner  which would
permit  registration of Registrable  Securities for sale to the public under the
Securities  Act, it will each such time give prompt written notice to DTN of its
intention to do so and of DTN's rights under this Section 1.2.  Upon the written
request of DTN made  within 20 days  after  receipt  of any such  notice  (which
request shall specify the Registrable  Securities  intended to be disposed of by
DTN and the intended  method of disposition  thereof),  the Company will use its
best  efforts  to  effect  the  registration  under  the  Securities  Act of all
Registrable  Securities  which the Company has been so  requested to register by
DTN, to the extent  requisite to permit the  disposition (in accordance with the
intended  methods thereof as aforesaid) of the  Registrable  Securities so to be
registered,  by inclusion of such  Registrable  Securities  in the  registration
statement  which covers the securities  which the Company  proposes to register,
provided that (x) the Company  shall not be required to effect the  registration
pursuant to this  Section 1.2 of any  Warrants  (but shall be required to effect
the registration of Registrable  Securities  described in clauses (b) and (c) of
the definition of Registrable  Securities)  and (y) if, at any time after giving
written  notice of its  intention  to register any  securities  and prior to the
effective  date of the  registration  statement  filed in  connection  with such

                                       15
                                      -82-
<PAGE>

registration,  the Company shall  determine for any reason not to register or to
delay  registration of such securities,  the Company may, at its election,  give
written notice of such determination to DTN and, thereupon, (i) in the case of a
determination  not to register,  shall be relieved of its obligation to register
any Registrable  Securities in connection with such  registration  (but not from
its  obligation  to pay the  Registration  Expenses  in  connection  therewith),
without  prejudice,  however,  to  the  rights  of  DTN  to  request  that  such
registration  be effected as a  registration  under Section 1.1, and (ix) in the
case of a  determination  to  delay  registering,  shall be  permitted  to delay
registering  any  Registrable  Securities  for the same  period  as the delay in
registering such other securities.  No registration  effected under this Section
1.2 shall  relieve  the  Company of its  obligation  to effect any  registration
statement upon request under Section 1.1. The Company will pay all  Registration
Expenses  in  connection  with  each  registration  of  Registrable   Securities
requested pursuant to this Section 1.2.

         (b) Priority in Incidental Registrations. If a registration pursuant to
this Section 1.2 involves an underwritten  offering and the managing underwriter
advises the Company in writing  that,  in its opinion,  the number of securities
requested  to be included in such  registration  exceeds the number which can be
sold in such  offering,  the Company  will include in such  registration  to the
extent  of the  number  which  the  Company  is so  advised  can be sold in such
offering securities determined as follows:

                  (x) if such registration as initially  proposed by the Company
         was solely a primary  registration  of its securities,  (i) first,  the
         securities proposed by the Company to be sold for its own account, (ii)
         second,  any  Registrable  Securities  requested to be included in such
         registration,  and (iii)  third,  any other  securities  of the Company
         proposed to be included in such  registration,  in accordance  with the
         priorities,  if any, then existing among the Company and the holders of
         such other securities, and

                  (y) if such registration as initially  proposed by the Company
         was in whole or in part  requested  by  holders  of  securities  of the
         Company,  other than DTN, pursuant to demand  registration  rights, (i)
         first,  securities  proposed  by the  Company  to be  sold  for its own
         account,  (ii) second,  such securities held by the holders  initiating
         such  registration,  in accordance  with the  priorities,  if any, then
         existing  among the Company and the holders of such  securities,  (iii)
         third,  any  Registrable  Securities  requested  to be included in such
         registration,  and (iv)  fourth,  any other  securities  of the Company
         proposed to be included in such  registration,  in accordance  with the
         priorities,  if any, then existing among the Company and the holders of
         such other securities.

         1.3. Registration  Procedures.  If and whenever the Company is required
to use its best efforts to effect the registration of any Registrable Securities
under the  Securities  Act as provided in Sections 1.1 and 1.2, the Company will
as expeditiously as possible:

                  (a)  prepare  and  file  with  the  Commission  the  requisite
         registration  statement (including such audited financial statements as
         may be  required  by the  Securities  Act or the rules and  regulations
         promulgated  thereunder) to effect such  registration  and use its best

                                       16
                                      -83-
<PAGE>

         efforts  to cause  such  registration  statement  to become  effective,
         provided  that  before  filing  such  registration   statement  or  any
         amendments thereto, the Company will furnish to the counsel selected by
         DTN copies of all such documents  proposed to be filed, which documents
         will be subject to the review of such counsel;

                  (b) prepare and file with the Commission  such  amendments and
         supplements to such  registration  statement and the prospectus used in
         connection  therewith as may be necessary to maintain the effectiveness
         of such registration statement and to comply with the provisions of the
         Securities  Act  with  respect  to the  disposition  of all  securities
         covered by such  registration  statement until the earlier of such time
         as all of such  securities have been disposed of in accordance with the
         intended  methods of disposition  by the seller or sellers  thereof set
         forth in such  registration  statement  and the  expiration  of 90 days
         after  such  registration  statement  becomes  effective,  except  with
         respect to any such  registration  statement filed pursuant to Rule 415
         (or any successor  Rule) under the  Securities  Act, in which case such
         period shall be one year;

                  (c)  furnish to DTN such  number of  conformed  copies of such
         registration  statement  and of  each  such  amendment  and  supplement
         thereto (in each case including all exhibits), such number of copies of
         the prospectus contained in such registration statement (including each
         preliminary  prospectus  and any  summary  prospectus)  and  any  other
         prospectus filed under Rule 424 under the Securities Act, in conformity
         with the  requirements of the Securities Act, and such other documents,
         as DTN may reasonably request;

                  (d)  use  its  best   efforts  to   register  or  qualify  all
         Registrable   Securities   and  other   securities   covered   by  such
         registration  statement under such other securities or blue sky laws of
         such  jurisdictions  as DTN  shall  reasonably  request,  to keep  such
         registration   or   qualification   in  effect  for  so  long  as  such
         registration  statement  remains in effect,  and take any other  action
         which  may be  reasonably  necessary  or  advisable  to  enable  DTN to
         consummate  the  disposition  in such  jurisdictions  of the securities
         owned by DTN, except that the Company shall not for any such purpose be
         required to qualify  generally to do business as a foreign  corporation
         in any  jurisdiction  wherein it would not but for the  requirements of
         this  subdivision  (d) be obligated to be so qualified or to consent to
         general service of process in any such jurisdiction;

                  (e) if  such  registration  includes  an  underwritten  Public
         Offering,  furnish to DTN a signed  counterpart,  addressed to DTN (and
         the underwriters), of

                           (x) an opinion of counsel for the Company,  dated the
                  date  of  any  closing  under  the   underwriting   agreement,
                  reasonably satisfactory in form and substance to DTN, and

                           (y) a "comfort"  letter,  dated the effective date of

                                       17
                                      -84-
<PAGE>

                  such registration  statement and the date of any closing under
                  the underwriting  agreement,  signed by the independent public
                  accountants   who  have  certified  the  Company's   financial
                  statements included in such registration  statement,  covering
                  substantially   the  same   matters   with   respect  to  such
                  registration  statement (and the prospectus  included therein)
                  and, in the case of the accountants'  letter,  with respect to
                  events subsequent to the date of such financial statements, as
                  are customarily covered in opinions of issuer's counsel and in
                  accountants'   letters   delivered  to  the   underwriters  in
                  underwritten  Public  Offerings of securities and, in the case
                  of the accountants'  letter,  such other financial matters, as
                  the underwriters may reasonably request;

                  (f)  immediately  notify  DTN (w) when the  prospectus  or any
         prospectus supplement or post-effective  amendment has been filed, and,
         with  respect  to the  registration  statement  or  any  post-effective
         amendment,  when the same has become  effective,  (x) of any request by
         the  Commission  for  amendments  or  supplements  to the  registration
         statement or the prospectus or for additional  information,  (y) of the
         issuance  by  the   Commission  of  any  stop  order   suspending   the
         effectiveness  of the  registration  statement or the initiation of any
         proceedings  for that  purpose and (z) of the receipt by the Company of
         any notification with respect to the suspension of the qualification of
         the  Registrable  Securities  for  sale  in  any  jurisdiction  or  the
         initiation or threatening of any proceeding for such purpose;

                  (g) use its  reasonable  best efforts to obtain the withdrawal
         of any order suspending the effectiveness of the registration statement
         at the earliest possible time;

                  (h)  immediately  notify  DTN,  at any time when a  prospectus
         relating  thereto is required to be delivered under the Securities Act,
         of the  happening  of any  event as a result  of which  the  prospectus
         included in such registration statement, as then in effect, includes an
         untrue statement of a material fact or omits to state any material fact
         required  to be stated  therein  or  necessary  to make the  statements
         therein not  misleading in the light of the  circumstances  under which
         they were made, and at the request of DTN promptly  prepare and furnish
         to DTN a reasonable number of copies of a supplement to or an amendment
         of such prospectus as may be necessary so that, as thereafter delivered
         to the purchasers of such securities, such prospectus shall not include
         an untrue statement of a material fact or omit to state a material fact
         required  to be stated  therein  or  necessary  to make the  statements
         therein not  misleading in the light of the  circumstances  under which
         they were made;

                  (i)  otherwise  use  its  best  efforts  to  comply  with  all
         applicable rules and regulations of the Commission,  and make available
         to its security holders, as soon as reasonably practicable, an earnings
         statement  covering the period of at least twelve months,  but not more
         than eighteen  months,  beginning  with the first full  calendar  month
         after the effective date of such registration statement, which earnings
         statement  shall  satisfy  the  provisions  of  Section  11(a)  of  the
         Securities  Act,  and not  file any  amendment  or  supplement  to such
         registration statement or prospectus to which DTN shall have reasonably

                                       18
                                      -85-
<PAGE>

         objected on the grounds  that such  amendment  or  supplement  does not
         comply in all material respects with the requirements of the Securities
         Act or of the rules or  regulations  thereunder,  having been furnished
         with a copy  thereof at least three  business  days prior to the filing
         thereof;

                  (j) if and when the Common Stock is so listed,  designated  or
         authorized  as indicated  below,  use its best efforts (x) to cause all
         such Registrable  Securities covered by such registration  statement to
         be  listed  on a  national  securities  exchange  (if such  Registrable
         Securities are not already so listed) and on each  additional  national
         securities  exchange on which similar  securities issued by the Company
         are then listed, if the listing of such Registrable  Securities is then
         permitted  under  the  rules  of  such  exchange,   or  (y)  to  secure
         designation  of  all  such  Registrable   Securities  covered  by  such
         registration  statement as a NASDAQ  "national  market system security"
         within the meaning of Rule llAa2-1 of the  Commission or, failing that,
         secure  NASDAQ  authorization  for  such  Registrable  Securities  and,
         without  limiting the  generality of the  foregoing,  to arrange for at
         least two  market  makers to  register  as such  with  respect  to such
         Registrable Securities with the NASD.

The Company may require DTN to furnish the Company  such  information  regarding
DTN and the distribution of such securities as the Company may from time to time
reasonably request in writing.

         1.4      Underwritten Offerings.

         (a) Requested Underwritten  Offerings. If requested by the underwriters
for any underwritten  offering by holders of Registrable  Securities pursuant to
the  registration  requested  under  Section 1.1, the Company will enter into an
underwriting agreement with such underwriters for such offering,  such agreement
to be  satisfactory  in substance  and form to DTN and the  underwriters  and to
contain such  representations and warranties by the Company and such other terms
as are  customarily  contained in  agreements of this type,  including,  without
limitation, indemnities to the effect and to the extent provided in Section 1.6.
DTN shall be a party to such  underwriting  agreement.  DTN shall be required to
make such  representations  and warranties to and agreements with the Company or
the underwriters as are customarily contained in such agreements.

         (b)  Incidental  Underwritten  Offerings.  If the  Company  at any time
proposes  to  register  any  of  its  securities  under  the  Securities  Act as
contemplated  by Section 1.2 and such  securities  are to be  distributed  by or
through one or more underwriters, the Company will, subject to the provisions of
Section 1.2(b),  if requested by DTN,  request such  underwriters to include the
Registrable  Securities to be offered and sold by DTN among the securities to be
distributed  by such  underwriters.  DTN  shall be a party  to the  underwriting
agreement  between the Company and such  underwriters.  DTN shall be required to
make such  representations and warranties and agreements with the Company or the
underwriters as are customarily contained in such agreements.

         (c) Holdback Agreements. (x) DTN agrees, if so required by the managing
underwriter,  not to effect any public sale or distribution of securities of the
Company  of the  same  class as the  securities  included  in such  Registration
Statement,  during the seven  days  prior to the date on which any  underwritten

                                       19
                                      -86-
<PAGE>

registration pursuant to Section 1.1 or 1.2 has become effective and the 90 days
thereafter,   or  such  longer  period  as  may  be  required  by  the  managing
underwriter.

                  (y) The  Company  agrees (i) not to effect any public  sale or
         distribution of its equity securities or securities convertible into or
         exchangeable or exercisable for any of such securities during the seven
         days prior to the date on which any underwritten  registration pursuant
         to Section 1.1 or 1.2 has become  effective and the 90 days  thereafter
         (or such longer period as may be required by the  underwriter),  except
         as  part of such  underwritten  registration  and  except  pursuant  to
         registrations  on Form S-4 or S-8 or any  successor  or  similar  forms
         thereto.

         1.5  Preparation;  Reasonable  Investigation.  In  connection  with the
preparation and filing of each registration  statement under the Securities Act,
the  Company  will  give DTN,  the  underwriter,  if any,  and  counsel  for the
underwriter,   the  opportunity  to  participate  in  the  preparation  of  such
registration  statement,  each  prospectus  included  therein  or filed with the
Commission, and each amendment thereof or supplement thereto, and will give each
of them such access to its books and records and such  opportunities  to discuss
the  business  of the  Company  with its  officers  and the  independent  public
accountants  who have certified its financial  statements as shall be necessary,
in  the  opinion  of  DTN  and  such   underwriter,   to  conduct  a  reasonable
investigation within the meaning of the Securities Act.

         1.6 Indemnification.  (a) The Company will, and hereby does, indemnify,
to the extent permitted by applicable law, DTN, its officers and directors,  and
each  Person,  if any,  who controls DTN within the meaning of Section 15 of the
Securities Act, against all losses, claims, damages, liabilities (or proceedings
in respect  thereof) and  expenses  (under the  Securities  Act or common law or
otherwise),  joint or several,  caused by any untrue statement or alleged untrue
statement  of a  material  fact  contained  in  any  registration  statement  or
prospectus  (and as amended or  supplemented if the Company shall have furnished
any amendments or supplements  thereto) or any preliminary  prospectus or caused
by any omission or alleged omission to state therein a material fact required to
be stated  therein or necessary to make the statements  therein not  misleading,
except insofar as such losses, claims,  damages,  liabilities (or proceedings in
respect  thereof)  or  expenses  are caused by any untrue  statement  or alleged
untrue  statement  contained  in or by any  omission  or alleged  omission  from
information  furnished  in  writing  to the  Company  by DTN  expressly  for use
therein.  If the offering  pursuant to any registration  statement  provided for
under this Agreement is made through  underwriters,  no action or failure to act
on the part of such underwriters  shall affect the obligations of the Company to
indemnify  DTN or any other Person  pursuant to the preceding  sentence.  If the
offering  pursuant  to  any  registration  statement  provided  for  under  this
Agreement  is made  through  underwriters,  the Company  agrees to enter into an
underwriting  agreement in customary form with such underwriters and the Company
agrees to indemnify such underwriters, their officers and directors, if any, and
each  Person,  if any,  who  controls  such  underwriters  within the meaning of
Section 15 of the  Securities  Act to the same extent as  hereinbefore  provided
with respect to the  indemnification of DTN; provided that the Company shall not
be required to indemnify DTN or any such underwriter, or any officer or director
of DTN or such  underwriter  or any Person who controls DTN or such  underwriter

                                       20
                                      -87-
<PAGE>

within the meaning of Section 15 of the  Securities  Act, to the extent that the
loss,  claim,  damage,  liability (or proceedings in respect thereof) or expense
for which  indemnification  is claimed results from DTN's or such  underwriter's
failure to send or give a copy of the amended or supplemented  final  prospectus
to the Person  asserting  an untrue  statement  or alleged  untrue  statement or
omission or alleged omission at or prior to the written confirmation of the sale
of  Registrable  Securities  to such Person if such  statement  or omission  was
corrected in such amended or supplemented final prospectus prior to such written
confirmation and DTN or the underwriter, as the case may be, was given notice of
the availability of such amended or supplemented final prospectus.

         (b) DTN will indemnify,  to the extent permitted by applicable law, the
Company,  its officers and directors  and each Person,  if any, who controls the
Company  within the  meaning of Section 15 of the  Securities  Act,  against any
losses,  claims,  damages,  liabilities (or proceedings in respect  thereof) and
expenses  resulting from any untrue  statement or alleged untrue  statement of a
material fact or any omission or alleged omission of a material fact required to
be stated in the registration  statement or prospectus or preliminary prospectus
or any  amendment  thereof  or  supplement  thereto  or  necessary  to make  the
statements  therein  not  misleading,  but only to the extent  that such  untrue
statement is contained in or such omission is from  information  so furnished in
writing by such holder  expressly  for use therein,  provided that such holder's
obligations  hereunder  shall be limited to an amount  equal to the  proceeds to
such holder of the  Registrable  Securities  sold pursuant to such  registration
statement.

         (c) Any Person entitled to indemnification under the provisions of this
Section 1.6 shall (x) give prompt notice to the indemnifying  party of any claim
with  respect  to  which  it  seeks  indemnification  (but  the  failure  of any
indemnified  party to give  notice as  provided  herein  shall not  relieve  the
indemnifying  party of its obligations under the preceding  subdivisions of this
Section  1.6,  except to the  extent  that the  indemnifying  party is  actually
prejudiced by such  failure) and (y) unless a conflict of interest  between such
indemnified  and  indemnifying  parties exists in respect of such claim,  permit
such  indemnifying  party to assume the  defense  of such  claim,  with  counsel
reasonably  satisfactory  to the  indemnified  party;  and if such defense is so
assumed, such indemnifying party shall not enter into any settlement without the
consent of the indemnified party if such settlement  attributes liability to the
indemnified  party  and such  indemnifying  party  shall not be  subject  to any
liability  for any  settlement  made  without  its consent  (which  shall not be
unreasonably withheld); and any underwriting agreement entered into with respect
to any  registration  statement  provided  for  under  this  Agreement  shall so
provide.  In the event an  indemnifying  party shall not be entitled,  or elects
not,  to assume the  defense of a claim,  such  indemnifying  party shall not be
obligated  to pay the fees and  expenses  of more  than one  counsel  or firm of
counsel for all parties  indemnified  by such  indemnifying  party in respect of
such claim,  unless a conflict of interest exists between such indemnified party
and any  other of such  indemnified  parties  in  respect  to such  claim.  Such
indemnity shall remain in full force and effect  regardless of any investigation
made by or on behalf of an  indemnified  party,  its officers,  directors or any
Person,  if any, who controls  such party as  aforesaid,  and shall  survive the
transfer of such securities by such holder.

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<PAGE>

         (d) If the  indemnification  provided for in this Section 1.6 shall for
any reason be held by a court to be unavailable  to an  indemnified  party under
Section 1.6(a) or (b) hereof in respect of any loss, claim, damage or liability,
or any action in respect  thereof,  then,  in lieu of the amount paid or payable
under Section 1.6(a) or (b), the indemnified  party and the  indemnifying  party
under Section 1.6(a) or (b) shall  contribute to the aggregate  losses,  claims,
damages and liabilities  (including legal or other expenses  reasonably incurred
in  connection  with  investigating  the  same),  (x) in such  proportion  as is
appropriate  to  reflect  the  relative  fault  of  the  Company,  DTN  and  the
underwriters,  if any, which resulted in such loss, claim,  damage or liability,
or action or proceeding in respect  thereof,  with respect to the  statements or
omissions which resulted in such loss, claim, damage or liability,  or action or
proceeding  in  respect  thereof,  as  well  as  any  other  relevant  equitable
considerations  or (y) if the  allocation  provided  by clause  (x) above is not
permitted by  applicable  law, in such  proportion  as shall be  appropriate  to
reflect the relative benefits received by the Company, DTN and the underwriters,
if any,  from  the  offering  of the  securities  covered  by such  registration
statement,  provided,  that for  purposes  of clauses (x) or (y),  the  relative
benefits  received  by DTN shall be deemed not to exceed the amount of  proceeds
received by DTN and DTN shall not be required to contribute any amount in excess
of the amount it could have been required to pay to an indemnified  party if the
indemnity  under  subsection  (a) of this Section 1.6 was  available.  No Person
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the Securities  Act) shall be entitled to  contribution  from any Person who was
not guilty of such fraudulent misrepresentation. In addition, no Person shall be
obligated to contribute  hereunder any amounts in payment for any  settlement of
any action or claim effected without such Person's consent,  which consent shall
not be unreasonably withheld.

         1.7  Registration  Rights to Others.  If the Company  shall at any time
after the date of this Warrant  provide to any holder of any  securities  of the
Company rights with respect to the  registration  of such  securities  under the
Securities  Act,  such rights  shall not be in  conflict  with any of the rights
provided in this Section 1 to the holders of Registrable  Securities;  provided,
however, the foregoing shall not preclude the Company from granting registration
rights which are more favorable than those  contained in this Warrant so long as
such rights do not preclude the Company  from  complying  with the terms of this
Warrant.

         1.8 Rule 144. If and when the Common Stock is either listed, designated
or authorized as provided in Section 1.3(j),  the Company shall take all actions
reasonably  necessary to enable DTN to sell such shares of Common Stock issuable
upon exercise of this Warrant  without  registration  under the  Securities  Act
within the limitation of the provisions of Rule 144 under the Securities Act, as
such Rule may be amended from time to time, or any similar rules or  regulations
hereafter adopted by the Commission,  including, without limitation, filing on a
timely  basis all reports  required to be filed  pursuant to the  Exchange  Act.
Notwithstanding  the  provisions  of  Sections  1.1 and 1.2,  the Company has no
obligation to effect the registration of any Registrable  Securities as provided
in such  sections  if DTN can  then  sell  under  Rule  144 all the  Registrable
Securities which otherwise would be registered in accordance with such sections,
as applicable; provided such exception does not preclude DTN from exercising its
registration rights on a future occasion.

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<PAGE>

Section 2.        Definitions.

         As used herein,  unless the context otherwise  requires,  the following
terms have the following respective meanings:

         Commission: the Securities and Exchange Commission or any other Federal
agency  at the  time  administering  the  Securities  Act or the  Exchange  Act,
whichever is the relevant statute for the particular purpose.

         Common Stock:  the Company's common stock, par value $.01 per share, as
constituted  on the date  hereof,  any stock into which such common  stock shall
have been  changed  or any stock  resulting  from any  reclassification  of such
common stock, and all other stock of any class or classes  (however  designated)
of the  Company the holders of which have the right,  without  limitation  as to
amount,  either to all or to a share of the  balance  of current  dividends  and
liquidating  dividends after the payment of dividends and  distributions  on any
shares entitled to preference.

         Company: SmartServ Online, Inc., a Delaware corporation.

         DTN:  Data  Transmission  Network  Corporation  or any successor to its
business.

         NASD: the National Association of Securities Dealers.

         NASDAO: the Automated Quotation System of the NASD.

         Other  Securities:  any  stock  (other  than  Common  Stock)  and other
securities of the Company or any other Person (corporate or otherwise) which DTN
at any time shall be  entitled  to  receive,  or shall have  received,  upon the
exercise of the Warrants, in lieu of or in addition to Common Stock, or which at
any time shall be  issuable  or shall  have been  issued in  exchange  for or in
replacement  of Common  Stock or Other  Securities  pursuant to this  Warrant or
otherwise.

         Person: an individual, a partnership,  an association, a joint venture,
a  corporation,  a  business,  a  trust,  an  unincorporated  organization  or a
government or any department, agency or subdivision thereof.

         Public Offering: any offering of Common Stock to the public pursuant to
an effective registration statement under the Securities Act.

         Registrable  Securities:  (a) the  Warrants,  (b) any  shares of Common
Stock or other  Securities  issued or issuable upon exercise of the Warrants and
(c) any securities  issued or issuable with respect to any common Stock or Other
Securities  referred  to in  subdivision  (b) by way of stock  dividend or stock
split or in connection with a combination of shares,  recapitalization,  merger,
consolidation  or  other  reorganization  or  otherwise.  As to  any  particular

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                                      -90-
<PAGE>

Registrable   Securities,   once  issued  such  securities  shall  cease  to  be
Registrable  Securities  when (x) a  registration  statement with respect to the
sale of such securities shall have become effective under the Securities Act and
such securities shall have been disposed of in accordance with such registration
statement,  (y) they  shall have been sold as  permitted  under Rule 144 (or any
successor  provision) under the Securities Act, or (z) they shall have ceased to
be outstanding.

         Registration   Expenses:   all  expenses   incident  to  the  Company's
performance of or compliance with Section 1, including,  without limitation, all
registration,  filing and NASD fees,  all fees and  expenses of  complying  with
securities  or blue sky laws,  all word  processing,  duplicating  and  printing
expenses, messenger and delivery expenses, the fees and disbursements of counsel
for  the  Company  and of its  independent  public  accountants,  including  the
expenses  of any  special  audits  or "cold  comfort"  letters  required  by the
underwriters  with  respect to such  registration,  premiums  and other costs of
policies of insurance against  liabilities arising out of the public offering of
the Registrable  Securities being  registered and any fees and  disbursements of
underwriters   customarily   paid  by  issuers  of  securities,   but  excluding
underwriting  discounts and commissions and transfer taxes, if any, and the fees
and disbursements of DTN's counsel and accountants.

         Securities  Act: the  Securities  Act of 1933,  or any similar  Federal
statute, and the rules and regulations of the Commission thereunder,  all as the
same shall be in effect at the time of determination.

         Warrants:  the  meaning  specified  in the opening  paragraphs  of this
Warrant.


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