CONFIDENTIAL  TREATMENT  HAS BEEN SOUGHT FOR  PORTIONS OF THIS  EXHIBIT  OMITTED
PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED AND
FILED SEPARATELY WITH THE COMMISSION.

                                    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:

****REPRESENTS   MATERIAL  REDACTED  PURSUANT  TO  A  REQUEST  FOR  CONFIDENTIAL
TREATMENT  PURSUANT TO RULE 24B-2 UNDER THE SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED.


<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.

****REPRESENTS   MATERIAL  REDACTED  PURSUANT  TO  A  REQUEST  FOR  CONFIDENTIAL
TREATMENT  PURSUANT TO RULE 24B-2 UNDER THE SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED.


                                      -2-
<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  **** 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 **** 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


****REPRESENTS   MATERIAL  REDACTED  PURSUANT  TO  A  REQUEST  FOR  CONFIDENTIAL
TREATMENT  PURSUANT TO RULE 24B-2 UNDER THE SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED.


                                      -3-
<PAGE>


         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 ****  subscribers to the
         Internet Services  (exclusive of renewing  subscribers,  but not net of
         terminating  subscribers) at an average of at least **** per subscriber
         per  month,  which  dollar  amount  shall be  reduced  ****  each  year
         thereafter  but not below an average of **** 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 ****  subscribers  requirement  shall  temporarily be
         raised  to  ****   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 **** or its  affiliate  which is a
         permitted  exception  to the  exclusivity  of the  License as  provided
         above.  If the **** or its  affiliate  acquires  a  perpetual  right or
         license to use the "Order Entry FIX  Protocol"  software,  DTN shall be
         entitled to **** 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"):


****REPRESENTS   MATERIAL  REDACTED  PURSUANT  TO  A  REQUEST  FOR  CONFIDENTIAL
TREATMENT  PURSUANT TO RULE 24B-2 UNDER THE SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED.


                                      -4-
<PAGE>


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

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

                           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 **** of the  SmartServ  Trading  Revenue  for such month plus an
         amount equal to **** of the first **** of Internet Services Revenue for
         such month plus **** of the Internet  Services  Revenue  above **** 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


****REPRESENTS   MATERIAL  REDACTED  PURSUANT  TO  A  REQUEST  FOR  CONFIDENTIAL
TREATMENT  PURSUANT TO RULE 24B-2 UNDER THE SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED.


                                      -5-
<PAGE>


         foregoing will not prevent SmartServ from fulfilling its obligations to
         the **** 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
         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 **** Subscribers at an average of at least
         **** per  subscriber  per month,  which dollar  amount shall be reduced
         ****  each  year  thereafter  but not  below  an  average  of ****  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

****REPRESENTS   MATERIAL  REDACTED  PURSUANT  TO  A  REQUEST  FOR  CONFIDENTIAL
TREATMENT  PURSUANT TO RULE 24B-2 UNDER THE SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED.


                                      -6-
<PAGE>

         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:

                  "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

****REPRESENTS   MATERIAL  REDACTED  PURSUANT  TO  A  REQUEST  FOR  CONFIDENTIAL
TREATMENT  PURSUANT TO RULE 24B-2 UNDER THE SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED.


                                      -7-
<PAGE>


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.

                                    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.

****REPRESENTS   MATERIAL  REDACTED  PURSUANT  TO  A  REQUEST  FOR  CONFIDENTIAL
TREATMENT  PURSUANT TO RULE 24B-2 UNDER THE SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED.


                                      -8-
<PAGE>


                                    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
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 **** trading  software  application  which has
been discussed with DTN. The compensation arrangements with respect to such ****
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 **** 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.

****REPRESENTS   MATERIAL  REDACTED  PURSUANT  TO  A  REQUEST  FOR  CONFIDENTIAL
TREATMENT  PURSUANT TO RULE 24B-2 UNDER THE SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED.


                                      -9-
<PAGE>
                                    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
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:  /s/ Charles R. Wood                By:       /s/ Mario Rossi
---------------------------------       ---------------------------------------
Title:  Senior Vice President           Title:  Vice President - Operations


****REPRESENTS   MATERIAL  REDACTED  PURSUANT  TO  A  REQUEST  FOR  CONFIDENTIAL
TREATMENT  PURSUANT TO RULE 24B-2 UNDER THE SECURITIES  EXCHANGE ACT OF 1934, AS
AMENDED.


                                      -10-

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