EXHIBIT 4.19


THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  WITH THE  SECURITIES  AND EXCHANGE
COMMISSION  OR THE  SECURITIES  COMMISSION  OF ANY  STATE  IN  RELIANCE  UPON AN
EXEMPTION  FROM  REGISTRATION  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN  AVAILABLE   EXEMPTION  FROM,  OR  IN  A  TRANSACTION  NOT  SUBJECT  TO,  THE
REGISTRATION   REQUIREMENTS  OF  THE  SECURITIES  ACT  AND  IN  ACCORDANCE  WITH
APPLICABLE  STATE  SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE  TRANSFEROR  TO SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY
ACCEPTABLE TO THE COMPANY.  THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN  ACCOUNT WITH A REGISTERED  BROKER-DEALER  OR OTHER LOAN WITH A
FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)
UNDER THE SECURITIES ACT.

                          COMMON STOCK PURCHASE WARRANT


                To Purchase ___________ Shares of Common Stock of

                             SmartServ Online, Inc.

          THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received,
________(the  "Holder"),  is  entitled,  upon  the  terms  and  subject  to  the
limitations on exercise and the conditions hereinafter set forth, at any time on
or after February 13, 2004 (the "Initial  Exercise Date") and on or prior to the
close of business on the third  anniversary  of the Initial  Exercise  Date (the
"Termination  Date") but not  thereafter,  to subscribe  for and  purchase  from
SmartServ Online, Inc., a Delaware corporation (the "Company"),  up to _________
shares (the "Warrant  Shares") of Common Stock, par value $.01 per share, of the
Company (the "Common  Stock").  The purchase  price of one share of Common Stock
(the  "Exercise  Price") under this Warrant shall be $2.82 subject to adjustment
hereunder.  The  Exercise  Price and the number of Warrant  Shares for which the
Warrant is  exercisable  shall be  subject to  adjustment  as  provided  herein.
Capitalized  terms used and not otherwise defined herein shall have the meanings
set  forth  in  those  certain  Subscription   Agreement(s)  (the  "Subscription
Agreement"),  dated  February  13,  2004,  between the Company and the  original
holder hereof.

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<PAGE>

          1. Title to  Warrant.  Prior to the  Termination  Date and  subject to
compliance with applicable laws and Section 7 of this Warrant,  this Warrant and
all rights  hereunder  are  transferable,  in whole or in part, at the office or
agency of the  Company by the Holder in person or by duly  authorized  attorney,
upon surrender of this Warrant  together with the Assignment Form annexed hereto
properly  endorsed.  The transferee shall sign an investment  letter in form and
substance reasonably satisfactory to the Company.

          2.  Authorization  of Shares.  The Company  covenants that all Warrant
Shares which may be issued upon the exercise of the purchase rights  represented
by this Warrant will, upon exercise of the purchase  rights  represented by this
Warrant,  be duly authorized,  validly issued,  fully paid and nonassessable and
free from all taxes,  liens and charges in respect of the issue  thereof  (other
than taxes in  respect of any  transfer  occurring  contemporaneously  with such
issue).

          3. Exercise of Warrant.

          (a) Except as provided in Section 4 herein,  exercise of the  purchase
rights  represented by this Warrant may be made at any time or times on or after
the Initial Exercise Date and on or before the Termination Date by the surrender
of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at
the office of the Company  (or such other  office or agency of the Company as it
may  designate by notice in writing to the  registered  Holder at the address of
such  Holder  appearing  on the books of the  Company)  and upon  payment of the
Exercise  Price of the shares  thereby  purchased by wire  transfer or cashier's
check drawn on a United States bank or by means of a cashless  exercise pursuant
to Section 3(c),  the Holder shall be entitled to receive a certificate  for the
number of Warrant Shares so purchased. Certificates for Warrant Shares purchased
hereunder  shall be delivered  to the Holder  within five (5) trading days after
the date on which this  Warrant  shall have been  exercised as  aforesaid.  This
Warrant  shall  be  deemed  to have  been  exercised  and  such  certificate  or
certificates shall be deemed to have been issued, and Holder or any other person
so  designated  to be named  therein  shall be deemed to have become a holder of
record of such  shares for all  purposes,  as of the date the  Warrant  has been
exercised by payment to the Company of the Exercise Price and all taxes required
to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of
such  shares,  have been paid.  If the Company  fails to deliver to the Holder a
certificate or  certificates  representing  the Warrant Shares  pursuant to this
Section 3(a) by the fifth trading day after the date of exercise (the  "Exercise
Delivery  Date),  then the Holder will have the right to rescind  such  exercise
upon  written  notice  to the  Company  sent not more  than  five  trading  days
following the Exercise Delivery Date.

          (b) If this Warrant  shall have been  exercised  in part,  the Company
shall, at the time of delivery of the  certificate or certificates  representing
Warrant Shares,  deliver to Holder a new Warrant evidencing the rights of Holder
to purchase the unpurchased Warrant Shares called for by this Warrant, which new
Warrant shall in all other respects be identical with this Warrant.

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<PAGE>

          (c) If at any time  after one year from the date of  issuance  of this
Warrant there is no effective  registration  statement registering the resale of
the Warrant Shares by the Holder,  this Warrant may also be exercised,  in whole
or in part, at any time prior to the  Termination  Date, by means of a "cashless
exercise" in which the Holder shall be entitled to receive a certificate for the
number of Warrant Shares equal to the quotient  obtained by dividing [(A-B) (X)]
by (A), where:

     (A) = the closing bid price on the trading day  preceding  the date of such
           election;

     (B) = the Exercise Price of the Warrants, as adjusted; and

     (X) = the number of Warrant  Shares  issuable upon exercise of the Warrants
           in accordance with the terms of this Warrant.

          4. No  Fractional  Shares  or  Scrip.  No  fractional  shares or scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.  As to any fraction of a share which Holder would otherwise be entitled
to purchase  upon such  exercise,  the Company  shall pay a cash  adjustment  in
respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.

          5. Charges,  Taxes and Expenses.  Issuance of certificates for Warrant
Shares shall be made without  charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such certificate,  all
of which taxes and expenses shall be paid by the Company,  and such certificates
shall be  issued  in the name of the  Holder  or in such name or names as may be
directed by the Holder;  provided,  however,  that in the event certificates for
Warrant  Shares are to be issued in a name  other  than the name of the  Holder,
this  Warrant  when  surrendered  for  exercise  shall  be  accompanied  by  the
Assignment Form attached hereto duly executed by the Holder; and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.

          6. Closing of Books. The Company will not close its stockholder  books
or records in any manner  which  prevents the timely  exercise of this  Warrant,
pursuant to the terms hereof.

          7. Transfer, Division and Combination.

          (a) Subject to compliance with any applicable  securities laws and the
conditions set forth in Sections 1 and 7(e) hereof,  this Warrant and all rights
hereunder are transferable,  in whole or in part, upon surrender of this Warrant
at the principal  office of the Company,  together with a written  assignment of
this Warrant  substantially  in the form  attached  hereto duly  executed by the
Holder or its agent or attorney and funds  sufficient to pay any transfer  taxes
payable upon the making of such transfer.  Upon such surrender and, if required,
such payment, the Company shall execute and deliver a new Warrant or Warrants in
the name of the assignee or assignees and in the  denomination or  denominations
specified in such  instrument of  assignment,  and shall issue to the assignor a
new Warrant  evidencing  the portion of this Warrant not so  assigned,  and this
Warrant shall promptly be cancelled.  A Warrant,  if properly

                                       3
<PAGE>

assigned,  may be exercised  by a new holder for the purchase of Warrant  Shares
without having a new Warrant issued.

          (b) This Warrant may be divided or combined  with other  Warrants upon
presentation  hereof at the  aforesaid  office of the Company,  together  with a
written notice  specifying the names and denominations in which new Warrants are
to be  issued,  signed  by the  Holder  or its  agent or  attorney.  Subject  to
compliance  with Section 7(a), as to any transfer  which may be involved in such
division or combination,  the Company shall execute and deliver a new Warrant or
Warrants  in  exchange  for the Warrant or Warrants to be divided or combined in
accordance with such notice.

          (c) The Company  shall  prepare,  issue and deliver at its own expense
(other than transfer taxes) the new Warrant or Warrants under this Section 7.

          (d) The Company agrees to maintain, at its aforesaid office, books for
the registration and the registration of transfer of the Warrants.

          (e) If, at the time of the  surrender  of this  Warrant in  connection
with any transfer of this  Warrant,  the  transfer of this Warrant  shall not be
registered pursuant to an effective  registration statement under the Securities
Act and under  applicable  state  securities  or blue sky laws,  the Company may
require,  as a  condition  of  allowing  such  transfer  (i) that the  Holder or
transferee of this Warrant, as the case may be, furnish to the Company a written
opinion  of  counsel  (which  opinion  shall be in  form,  substance  and  scope
customary for opinions of counsel in comparable transactions) to the effect that
such  transfer may be made without  registration  under the  Securities  Act and
under  applicable  state  securities  or blue sky laws,  (ii) that the holder or
transferee  execute and deliver to the Company an investment  letter in form and
substance  acceptable  to the  Company  and  (iii)  that  the  transferee  be an
"accredited investor" as defined in Rule 501(a) promulgated under the Securities
Act.

          8. No Rights as  Shareholder  until  Exercise.  This  Warrant does not
entitle the Holder to any voting rights or other rights as a shareholder  of the
Company prior to the exercise hereof. Upon the surrender of this Warrant and the
payment of the aggregate  Exercise  Price (or by means of a cashless  exercise),
the  Warrant  Shares  so  purchased  shall be and be deemed to be issued to such
Holder as the record  owner of such  shares as of the close of  business  on the
later of the date of such surrender or payment.

          9. Loss,  Theft,  Destruction  or Mutilation  of Warrant.  The Company
covenants that upon receipt by the Company of evidence  reasonably  satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock
certificate  relating  to the  Warrant  Shares,  and in case of  loss,  theft or
destruction,  of indemnity or security reasonably  satisfactory to it (which, in
the case of the  Warrant,  shall not include the posting of any bond),  and upon
surrender and cancellation of such Warrant or stock  certificate,  if mutilated,
the Company  will make and deliver a new  Warrant or stock  certificate  of like
tenor  and  dated  as of such  cancellation,  in lieu of such  Warrant  or stock
certificate.

          10. Saturdays,  Sundays,  Holidays,  etc. If the last or appointed day
for the taking of any action or the  expiration of any right required or granted
herein  shall be a  Saturday,

                                       4
<PAGE>

Sunday or a legal holiday on which the New York Stock  Exchange is closed,  then
such action may be taken or such right may be exercised  on the next  succeeding
day not a Saturday, Sunday or legal holiday on which the New York Stock Exchange
is closed.

          11.  Adjustments of Exercise Price and Number of Warrant  Shares.  The
number and kind of securities  purchasable upon the exercise of this Warrant and
the  Exercise  Price shall be subject to  adjustment  from time to time upon the
happening of any of the following.  In case the Company shall (i) pay a dividend
in shares of Common  Stock or make a  distribution  in shares of Common Stock to
holders of its outstanding  Common Stock, (ii) subdivide its outstanding  shares
of Common Stock into a greater number of shares,  (iii) combine its  outstanding
shares of Common Stock into a smaller number of shares of Common Stock,  or (iv)
issue any shares of its capital stock in a reclassification of the Common Stock,
then the number of Warrant  Shares  purchasable  upon  exercise of this  Warrant
immediately prior thereto shall be adjusted so that the Holder shall be entitled
to  receive  the kind and number of Warrant  Shares or other  securities  of the
Company  which it would have  owned or have been  entitled  to receive  had such
Warrant been exercised in advance thereof. Upon each such adjustment of the kind
and  number of  Warrant  Shares or other  securities  of the  Company  which are
purchasable  hereunder,  the Holder shall thereafter be entitled to purchase the
number of Warrant Shares or other  securities  resulting from such adjustment at
an Exercise  Price per Warrant Share or other  security  obtained by multiplying
the Exercise Price in effect  immediately prior to such adjustment by the number
of  Warrant  Shares  purchasable  pursuant  hereto  immediately  prior  to  such
adjustment and dividing by the number of Warrant  Shares or other  securities of
the Company resulting from such adjustment.  An adjustment made pursuant to this
paragraph shall become  effective  immediately  after the effective date of such
event retroactive to the record date, if any, for such event.

          12.  Reorganization,   Reclassification,   Merger,   Consolidation  or
Disposition  of  Assets.  In case the  Company  shall  reorganize  its  capital,
reclassify  its  capital  stock,  consolidate  or  merge  with or  into  another
corporation  (where the Company is not the surviving  corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business  to another  corporation  and,  pursuant to the terms of such
reorganization,   reclassification,  merger,  consolidation  or  disposition  of
assets, shares of common stock of the successor or acquiring corporation, or any
cash,  shares of stock or other securities or property of any nature  whatsoever
(including  warrants or other subscription or purchase rights) in addition to or
in lieu of  common  stock of the  successor  or  acquiring  corporation  ("Other
Property"),  are to be received by or distributed to the holders of Common Stock
of the Company,  then the Holder shall have the right thereafter to receive,  at
the option of the Holder,  upon proper  exercise of this Warrant,  the number of
shares of common  stock of the  successor  or  acquiring  corporation  or of the
Company, if it is the surviving corporation,  and Other Property receivable upon
or as a result of such reorganization,  reclassification,  merger, consolidation
or disposition of assets by a Holder of the number of shares of Common Stock for
which this Warrant is exercisable  immediately  prior to such event.  In case of
any such reorganization,  reclassification, merger, consolidation or disposition
of assets,  the successor or acquiring  corporation  (if other than the Company)
shall  assume  this  Warrant,  subject  to such  modifications  as may be deemed
appropriate (as determined in good faith by resolution of the Board of Directors
of the Company) in order to provide for  adjustments of Warrant Shares for which
this Warrant is exercisable

                                       5
<PAGE>

which shall be as nearly  equivalent as practicable to the adjustments  provided
for in this Section 12. For purposes of this  Section 12,  "common  stock of the
successor or acquiring  corporation"  shall include stock of such corporation of
any class which is not  preferred as to dividends or assets over any other class
of stock of such  corporation  and which is not subject to redemption  and shall
also include any evidences of indebtedness,  shares of stock or other securities
which  are  convertible  into  or  exchangeable  for  any  such  stock,   either
immediately  or upon the  arrival  of a  specified  date or the  happening  of a
specified  event and any warrants or other  rights to subscribe  for or purchase
any such stock.  The  foregoing  provisions  of this Section 12 shall  similarly
apply to successive reorganizations,  reclassifications, mergers, consolidations
or disposition of assets.

          13. Voluntary  Adjustment by the Company.  The Company may at any time
during the term of this Warrant  reduce the then current  Exercise  Price to any
amount and for any period of time deemed  appropriate  by the Board of Directors
of the Company.

          14.  Notice of  Adjustment.  Whenever the number of Warrant  Shares or
number or kind of securities or other property  purchasable upon the exercise of
this Warrant or the Exercise Price is adjusted, as herein provided,  the Company
shall give notice thereof to the Holder,  which notice shall state the number of
Warrant Shares (and other securities or property)  purchasable upon the exercise
of this  Warrant  and the  Exercise  Price of such  Warrant  Shares  (and  other
securities or property) after such  adjustment,  setting forth a brief statement
of the facts  requiring  such  adjustment  and setting forth the  computation by
which such adjustment was made.

          15. Notice of Corporate Action. If at any time:

          (a) the Company shall take a record of the holders of its Common Stock
     for  the  purpose  of  entitling  them  to  receive  a  dividend  or  other
     distribution,  or any right to subscribe  for or purchase any  evidences of
     its indebtedness,  any shares of stock of any class or any other securities
     or property, or to receive any other right, or

          (b) there  shall be any capital  reorganization  of the  Company,  any
     reclassification or recapitalization of the capital stock of the Company or
     any  consolidation or merger of the Company with, or any sale,  transfer or
     other  disposition  of all or  substantially  all the  property,  assets or
     business of the Company to, another corporation or,

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

then,  in any one or more of such  cases (but not in such cases if the rights of
the Holder or holders of Common Stock will not be materially  affected  thereby,
as for  example  in the case of a merger to effect a change  of  domicile),  the
Company shall give to Holder (i) at least 20 days' prior  written  notice of the
date on which a record date shall be selected for such dividend, distribution or
right or for determining  rights to vote in respect of any such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
liquidation  or  winding  up,  and (ii) in the case of any such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,

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<PAGE>

dissolution,  liquidation  or winding up, at least 20 days' prior written notice
of the date when the same shall take place.  Such notice in accordance  with the
foregoing  clause also shall specify (i) the date on which any such record is to
be taken for the purpose of such dividend,  distribution  or right,  the date on
which the  holders  of Common  Stock  shall be  entitled  to any such  dividend,
distribution or right, and the amount and character  thereof,  and (ii) the date
on which any such reorganization, reclassification, merger, consolidation, sale,
transfer, disposition,  dissolution,  liquidation or winding up is to take place
and the time, if any such time is to be fixed, as of which the holders of Common
Stock shall be entitled to exchange their Warrant Shares for securities or other
property deliverable upon such disposition,  dissolution, liquidation or winding
up. Each such written notice shall be sufficiently  given if addressed to Holder
at the  last  address  of  Holder  appearing  on the  books of the  Company  and
delivered in accordance with Section 18(d).

          16.  Authorized  Shares.  The Company covenants that during the period
the Warrant is  outstanding,  it will reserve from its  authorized  and unissued
Common  Stock a  sufficient  number of shares to provide for the issuance of the
Warrant Shares upon the exercise of any purchase rights under this Warrant.  The
Company  further  covenants  that its issuance of this Warrant shall  constitute
full authority to its officers who are charged with the duty of executing  stock
certificates  to execute and issue the  necessary  certificates  for the Warrant
Shares upon the exercise of the purchase rights under this Warrant.  The Company
will take all such  reasonable  action as may be  necessary  to assure that such
Warrant  Shares  may be issued  as  provided  herein  without  violation  of any
applicable law or regulation,  or of any requirements of the trading market upon
which the Common Stock may be listed.

          Except and to the extent as waived or consented to by the Holder,  the
Company shall not by any action,  including,  without  limitation,  amending its
certificate of incorporation or through any reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this  Warrant,  but will at all times in good  faith  assist in the
carrying  out of all such terms and in the taking of all such  actions as may be
necessary  or  appropriate  to protect the rights of Holder as set forth in this
Warrant against  impairment.  Without  limiting the generality of the foregoing,
the Company will (a) not increase the par value of any Warrant  Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value,  (b) take all such action as may be necessary or appropriate in order
that the Company may  validly  and  legally  issue fully paid and  nonassessable
Warrant  Shares upon the  exercise  of this  Warrant,  and (c) use  commercially
reasonable  efforts to obtain all such  authorizations,  exemptions  or consents
from any public regulatory body having jurisdiction  thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.

          Before  taking any action which would result in an  adjustment  in the
number of  Warrant  Shares  for which  this  Warrant  is  exercisable  or in the
Exercise Price, the Company shall obtain all such  authorizations  or exemptions
thereof,  or consents  thereto,  as may be necessary from any public  regulatory
body or bodies having jurisdiction thereof.

          17. Redemption. If at any time following the Initial Exercise Date (a)
the Company's  Common Stock is then publicly  traded,  (b) the closing bid price
for any 10

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<PAGE>

consecutive  trading  days is at least 250% of the  Exercise  Price  (subject to
adjustment  in  connection  with any  forward  or  reverse  stock  split,  stock
dividend,  merger,  reorganization  or similar  event) (the "Warrant  Redemption
Triggering  Period")  and  (c)  there  is an  effective  registration  statement
covering  the resale of the Warrant  Shares,  the  Company  shall be entitled to
redeem the  Warrants,  in whole or in part,  at a per Warrant  Share  redemption
price of $0.01.  In the event the  Company  elects to redeem this  Warrant,  the
Company  shall provide the Holder with notice of such  redemption  within 5 days
after the last day of the Warrant Redemption  Triggering Period (the "Redemption
Notice").  The Redemption  Notice shall be sent to the Holder in accordance with
the terms set forth in  Section  18(d) and shall set forth the date on which the
redemption  shall  occur,  such date to be no less than 30 days from the date of
the Redemption Notice (the "Redemption Date"). Prior to the Redemption Date, the
Holder  shall have the right to exercise  this  Warrant in  accordance  with the
terms hereof. Upon the Redemption Date, all Warrants noticed for redemption that
have not  theretofore  been  exercised by the Holder shall,  upon payment of the
aggregate  redemption price therefore,  cease to represent the right to purchase
any shares of Common Stock and shall be deemed cancelled without any further act
or deed on the part of the Company.

          18. Miscellaneous.

               (a) Jurisdiction.  This Warrant shall constitute a contract under
the laws of New York, without regard to its conflict of law principles or rules.

               (b) Restrictions. The Holder acknowledges that the Warrant Shares
acquired  upon the  exercise  of this  Warrant,  if not  registered,  will  have
restrictions upon resale imposed by state and federal securities laws.

               (c) Nonwaiver and Expenses.  No course of dealing or any delay or
failure to exercise any right hereunder on the part of Holder shall operate as a
waiver of such right or otherwise prejudice Holder's rights, powers or remedies,
notwithstanding  all rights hereunder  terminate on the Termination Date. If the
Company  willfully  and  knowingly  fails to comply with any  provision  of this
Warrant,  which results in any material damages to the Holder, the Company shall
pay to  Holder  such  amounts  as shall be  sufficient  to cover  any  costs and
expenses including,  but not limited to, reasonable  attorneys' fees,  including
those of appellate proceedings, incurred by Holder in collecting any amounts due
pursuant hereto or in otherwise enforcing any of its rights,  powers or remedies
hereunder.

               (d) Notices.  Any notice,  request or other document  required or
permitted  to be  given or  delivered  to the  Holder  by the  Company  shall be
delivered  in  accordance  with  the  notice   provisions  of  the  Subscription
Agreement.

               (e) Limitation of Liability.  No provision hereof, in the absence
of any affirmative action by Holder to exercise this Warrant or purchase Warrant
Shares, and no enumeration  herein of the rights or privileges of Holder,  shall
give rise to any liability of Holder for the purchase  price of any Common Stock
or as a stockholder  of the Company,  whether such  liability is asserted by the
Company or by creditors of the Company.

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<PAGE>

               (f) Remedies.  Holder,  in addition to being entitled to exercise
all rights granted by law,  including  recovery of damages,  will be entitled to
specific  performance of its rights under this Warrant.  The Company agrees that
monetary  damages  would not be adequate  compensation  for any loss incurred by
reason of a breach by it of the  provisions of this Warrant and hereby agrees to
waive the defense in any action for  specific  performance  that a remedy at law
would be adequate.

               (g)  Successors  and Assigns.  Subject to  applicable  securities
laws, this Warrant and the rights and obligations  evidenced  hereby shall inure
to the  benefit of and be binding  upon the  successors  of the  Company and the
successors and permitted  assigns of Holder.  The provisions of this Warrant are
intended to be for the benefit of all Holders  from time to time of this Warrant
and shall be enforceable by any such Holder or holder of Warrant Shares.

               (h)  Amendment.  This  Warrant  may be modified or amended or the
provisions hereof waived with the written consent of the Company and the Holder.

               (i)  Severability.  Wherever  possible,  each  provision  of this
Warrant shall be  interpreted  in such manner as to be effective and valid under
applicable  law, but if any  provision of this Warrant shall be prohibited by or
invalid under  applicable law, such provision shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provisions or the remaining provisions of this Warrant.

               (j)  Headings.  The  headings  used in this  Warrant  are for the
convenience of reference  only and shall not, for any purpose,  be deemed a part
of this Warrant.

                              ********************

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<PAGE>

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


Dated:  February 13, 2004

                                SMARTSERV ONLINE, INC.



                                By:_____________________________________________
                                   Name:   Robert M. Pons
                                   Title: President


                                       11
<PAGE>

                               NOTICE OF EXERCISE

To:      SmartServ Online, Inc.

               (1)______The  undersigned  hereby  elects  to  purchase  ________
Warrant Shares of SmartServ  Online,  Inc. pursuant to the terms of the attached
Warrant  (only if  exercised  in full),  and  tenders  herewith  payment  of the
exercise price, together with all applicable transfer taxes, if any.

               (2)______Payment shall take the form of (check applicable box):

                              [ ] in lawful money of the United States; or

                              [ ] the  cancellation  of such  number of  Warrant
                              Shares as is  necessary,  in  accordance  with the
                              formula set forth in subsection  3(c), to exercise
                              this Warrant with respect to the maximum number of
                              Warrant   Shares   purchasable   pursuant  to  the
                              cashless   exercise   procedure   set   forth   in
                              subsection 3(c).

               (3)______Please issue a certificate or certificates  representing
said Warrant  Shares in the name of the  undersigned or in such other name as is
specified below:

        Name:            _______________________________

        Address:         _______________________________

                         _______________________________

        SS or Tax        _______________________________

        ID number:       _______________________________


The Warrant Shares shall be delivered to the following:

            _______________________________

            _______________________________

            _______________________________


                                        [Warrant holder]

                                        By: ______________________________
                                            Name:
                                            Title:

                                        Dated:  ________________________

<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



               FOR  VALUE  RECEIVED,   the  foregoing  Warrant  and  all  rights
evidenced thereby are hereby assigned to


_______________________________________________ whose address is

_______________________________________________________________________.


_______________________________________________________________________

                                                Dated:  ______________, _______

                Holder's Signature:       _____________________________

                Holder's Address:         _____________________________

                                          _____________________________

Signature Guaranteed:  ___________________________________________


NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.