PROMISSORY NOTE

Stamford, Connecticut
January 31, 2000

$56,845.32

         FOR  VALUE  RECEIVED,  Robert W.  Pearl  ("Maker")  promises  to pay to
SmartServ Online,  Inc., a Delaware  corporation (the "Company"),  or order, the
principal  sum of  Fifty-Six  Thousand  Eight  Hundred  Forty-Five  Dollars  and
Thirty-Two  Cents  ($56,845.32),  together with interest on the unpaid principal
hereof  from the date hereof at the rate of 7.50%  [such  interest  equal to one
point  below the prime rate as of the date of this  Note] per annum,  compounded
annually.  Notwithstanding the foregoing, the principal amount of the Note shall
be subject to an automatic  reduction to the Adjusted  Principal Amount pursuant
to the terms of the Purchase Agreement (as defined below).

         This Note shall be due and  payable in full on  October  12,  2004 (the
"Due Date"),  unless accelerated as provided herein. Upon the termination of the
Maker from the Company for Cause,  the whole  unpaid  balance of  principal  and
interest on this Note shall become  immediately  due at the option of the holder
of this Note. In the event that the Maker  terminates  his  employment  with the
Company for Good Reason,  the whole unpaid balance on this Note of principal and
interest  shall be due and  payable  upon the earlier of the Due Date or six (6)
months from the Date of Termination.  In the event that the Maker terminates his
employment  with the Company  without Good Reason,  the whole unpaid  balance of
principal and interest on this note shall be due and payable upon the earlier of
the Due Date or sixty  (60)  days  from the  date of  termination.  Payments  of
principal  and interest  shall be made in lawful  money of the United  States of
America.

         The  undersigned  may at any time  prepay  without  penalty  all or any
portion of the principal owing hereunder.

         This Note is  subject  to the terms of that  certain  Restricted  Stock
Purchase  Agreement by and between the Company and Robert W. Pearl,  dated as of
October 13, 1999 (the "Purchase  Agreement") and  capitalized  terms used herein
which are not otherwise  defined shall have the meanings ascribed to them in the
Purchase  Agreement.  This Note is secured by a pledge of the  Company's  Common
Stock  under the  terms of a  Security  Agreement  of even  date  herewith  (the
"Security Agreement") and is subject to all the provisions thereof.

         This Note is  intended  to  evidence  a  non-recourse  obligation  with
respect to the principal  hereof to secure the purchase of the Company's  Common
Stock  pursuant  to the  Purchase  Agreement.  Accordingly,  this Note  shall be
without  recourse with respect to the principal  against  Robert W. Pearl and no
person  entitled  to payment  under this Note shall have any right to his assets
other than the collateral given for this Note and earnings  attributable to such
collateral or the investment of such collateral, if any. The obligation to repay
interest pursuant to the terms of this Note shall be a recourse obligation.

         This Note shall be governed and construed in  accordance  with the laws
of the State of Connecticut.

/s/ Robert W. Pearl
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Robert W. Pearl