EXHIBIT 4.20


                          REGISTRATION RIGHTS AGREEMENT

     This Registration  Rights Agreement (this  "Agreement") is made and entered
into  as of  February  13,  2004,  among  SmartServ  Online,  Inc.,  a  Delaware
corporation  (the  "Company"),  and the purchasers  signatory  hereto (each such
purchaser  is a  "Purchaser"  and all such  purchasers  are,  collectively,  the
"Purchasers").

     This Agreement is made pursuant to the Subscription Agreement(s),  dated as
of  the  date  hereof  among  the  Company  and  each  of  the  Purchasers  (the
"Subscription Agreement(s)"). The signature of each Purchaser to his, her or its
Subscription  Agreement is deemed to be, and is effective  as, such  Purchasers'
signature hereto.

     The Company and the Purchasers hereby agree as follows

1. Certain Definitions.  Capitalized terms used and not otherwise defined herein
that are defined in the  Subscription  Agreements  shall have the meanings given
such  terms  in the  Subscription  Agreements.  As used in this  Agreement,  the
following terms shall have the following respective meanings:

          "Commission" shall mean the Securities and Exchange  Commission or any
other federal agency at the time administering the Securities Act.

          "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
amended,  or any similar successor federal statute and the rules and regulations
thereunder, all as the same shall be in effect from time to time.

          "Holders"  shall mean the  Purchasers  and any  holder of  Registrable
Securities to whom the registration rights conferred by this Agreement have been
transferred.

          "Offering"  shall  have  the  meaning  ascribed  to  such  term in the
Subscription Agreement.

          "Registrable  Securities"  shall mean (i) Common Stock  underlying the
Preferred Stock held by the Holders,  (ii) the Warrant  Shares,  (iii) shares of
Common Stock  underlying  warrants  held by investors in the  Company's  private
placement  financings in May,  June,  September  and November  2003  aggregating
$3,000,000  in gross  proceeds  (iv) the Common Stock  issuable upon exercise of
warrants  issued in connection  with the  offerings  referenced in (i), (ii) and
(iii) above held by the placement agent or its assigns or designees,  or (v) any
Common  Stock issued as a dividend or other  distribution  with respect to or in
exchange for or in  replacement of the stock  referenced in (i), (ii),  (iii) or
(iv) above.

          The terms "register", "registered" and "registration" shall refer to a
registration  effected  by  preparing  and filing a  registration  statement  in
compliance  with  the  Securities  Act  and  applicable  rules  and  regulations
thereunder,  and  the  declaration  or  ordering  of the  effectiveness  of such
registration statement.

<PAGE>

          "Registration  Expenses"  shall  mean  all  expenses  incurred  by the
Company  in  compliance  with  the  registration   obligation  of  the  Company,
including,  without  limitation,  all  registration  and filing  fees,  printing
expenses, fees and disbursements of counsel for the Company.

          "Restricted  Securities"  shall  mean the  securities  of the  Company
required to bear or bearing the legend set forth in Section 3 hereof.

          "Selling  Expenses"  shall mean all  underwriting  discounts,  selling
commissions  and  expense  allowances  applicable  to the  sale  of  Registrable
Securities and all fees and disbursements of counsel for any Holder.

2.  Restrictions on  Transferability.  The Registrable  Securities and any other
securities  issued in  respect of the  Securities  upon any stock  split,  stock
dividend,  recapitalization,  merger, consolidation, or similar event, shall not
be transferred  except upon the conditions  specified in this  Agreement,  which
conditions  are  intended  to  ensure  compliance  with  the  provisions  of the
Securities  Act.  Any  transferee  of such  securities  shall take and hold such
securities  subject to the provisions and upon the conditions  specified in this
Agreement.

3. Restrictive Legend. Each certificate representing the Securities,  the shares
of Common  Stock  underlying  the Warrants  and any other  securities  issued in
respect   of  the   Securities   upon   any   stock   split,   stock   dividend,
recapitalization,   merger,   consolidation  or  similar  event,  shall  (unless
otherwise permitted or unless the securities evidenced by such certificate shall
have been registered under the Securities Act) be stamped or otherwise imprinted
with a legend  substantially  in the  following  form (in addition to any legend
required under applicable state securities laws):

          THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
          INVESTMENT  AND HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF
          1933,  AS  AMENDED  (THE  "ACT") OR ANY STATE  SECURITIES  LAWS.  SUCH
          SECURITIES  MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH
          REGISTRATION OR AN OPINION OF COUNSEL  SATISFACTORY TO THE COMPANY AND
          ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.

     Upon request of Purchaser,  the Company  shall remove the foregoing  legend
from the certificate or issue to such holder a new certificate  therefor free of
any transfer legend,  if, with such request,  the Company shall have received to
the reasonable  satisfaction  of the Company either an opinion of counsel or the
"no-action"  letter  referred to in Section 4 to the effect that any transfer by
such holder of the securities evidenced by such certificate will not violate the
Securities Act and applicable state  securities  laws,  unless any such transfer
legend may be removed  pursuant to Rule 144 or any successor rule, in which case
no such opinion or "no-action" letter shall be required.

     The Company  acknowledges and agrees that a Purchaser may from time to time
pledge pursuant to a bona fide margin agreement or grant a security  interest in
some or all of the  Registrable  Securities  and, if required under the terms of
such arrangement, such Purchaser may transfer in accordance with applicable law,
pledged or secured Registrable Securities to the pledgees or secured parties. If
required  by the  Company's  transfer  agent in order to  effect a  pledge,  the
Company  shall  cause its  counsel,  at no cost to the  Purchasers,  to issue an
opinion of counsel to

                                       2
<PAGE>

the Company's  transfer  agent,  provided such  Purchaser and pledgee or secured
party  cooperates with and delivers  documentation  reasonably  requested by the
Company or its counsel in  connection  therewith.  Further,  no notice  shall be
required of such pledge.  At the appropriate  Purchaser's  expense,  the Company
will execute and deliver such reasonable  documentation  as a pledgee or secured
party of  Securities  may  reasonably  request  in  connection  with a pledge or
transfer of the Registrable Securities,  including the preparation and filing of
any required prospectus supplement under Rule 424(b)(3) of the Securities Act or
other applicable provision of the Securities Act to appropriately amend the list
of selling stockholders thereunder.

     Certificates evidencing shares of Common Stock (including shares underlying
the Warrants) shall not contain any legend (i) following any sale of such shares
pursuant to Rule 144, or (ii) if such  shares are  eligible  for sale under Rule
144(k), or (iii) if such legend is not required under applicable requirements of
the Securities Act (including judicial interpretations and pronouncements issued
by the staff of the Commission). If all or any portion of a Warrant is converted
or exercised at a time when such  underlying  shares of Common Stock may be sold
under Rule 144(k) or if such legend is not otherwise  required under  applicable
requirements of the Securities Act (including judicial  interpretations thereof)
then such  underlying  shares shall be issued free of all  legends.  The Company
agrees that following the effective date of the registration  statement required
to be filed hereunder or at such time as such legend is no longer  required,  it
will,  no later than five trading days  following the delivery by a Purchaser to
the Company or the Company's transfer agent of a certificate representing shares
of  Common  Stock  issued  with a  restrictive  legend,  deliver  or cause to be
delivered to such Purchaser a certificate  representing such shares that is free
from all restrictive and other legends. The Company may not make any notation on
its records or give  instructions  to any  transfer  agent of the  Company  that
enlarge the restrictions on transfer set forth in this Section.

     4.  Notice  of  Proposed   Transfers.   The  holder  of  each   certificate
representing Restricted Securities by acceptance thereof agrees to comply in all
respects with the  provisions of this Section 4. Prior to any proposed  transfer
of any  Restricted  Securities,  the holder thereof shall give written notice to
the Company of such holder's intention to effect such transfer. Each such notice
shall  describe  the  manner  and  circumstances  of the  proposed  transfer  in
sufficient detail, and shall be accompanied by either (i) if required, a written
opinion of legal counsel to the holder which shall be reasonably satisfactory to
the Company,  addressed to the Company, to the effect that the proposed transfer
of the Restricted  Securities  may be effected  without  registration  under the
Securities  Act or (ii) a "no-action"  letter from the  Commission to the effect
that the distribution of such securities without registration will not result in
a  recommendation  by the staff of the  Commission  that  action  be taken  with
respect  thereto,  whereupon the holder of such Restricted  Securities  shall be
entitled to transfer such Restricted  Securities in accordance with the terms of
the notice delivered by such holder to the Company. The Company will not require
such a legal opinion or "no action" letter (x) in any  transaction in compliance
with Rule 144  promulgated  under the Securities  Act, (y) in any transaction in
which the Purchaser distributes Restricted Securities solely to its stockholders
on a pro rata basis for no  consideration,  or (z) in any transaction in which a
holder  which  is  a  partnership  or  limited  liability  company   distributes
Restricted  Securities solely to its partners or members, as applicable,  for no
consideration;  provided that each transferee agrees in writing to be subject to
the  terms  of this  Section  4.  Each  certificate  evidencing  the  Restricted
Securities  transferred as above provided shall bear the restrictive  legend set
forth in Section 3 above.

                                       3
<PAGE>

5. Registration.

     (i) The Company shall file a  registration  statement on Form SB-2 or other
appropriate  registration  document  under the  Securities Act for resale of the
Registrable   Securities  and  shall  use  its  best  efforts  to  maintain  the
registration  effective for a period of 24 months from the final closing date of
the  Offering  (or so long as a Holder is subject to the volume  limitations  of
Rule 144(e) under the Securities Act) (the "Effectiveness  Period"). The Company
shall file such registration statement as soon as practicable following the last
closing of the  Offering,  but in any event no later than the later of April 30,
2004 or  thirty  (30) days  after the last  closing  date of the  Offering  (the
"Required Filing Date"),  and shall cause such registration  statement to become
effective  the earlier of (i) the fifth  trading day following the date on which
the Company is notified by the Commission that such registration  statement will
not be reviewed or is no longer  subject to further  review and comments or (ii)
one  hundred   twenty   (120)  days  after  the  Required   Filing  Date.

     (ii)  Notwithstanding the foregoing,  the Company shall not be obligated to
take any action  pursuant to this Section 5 in any  particular  jurisdiction  in
which the Company  would be required to execute a general  consent to service of
process in effecting such  registration,  qualification or compliance unless the
Company is already subject to service in such  jurisdiction and except as may be
required by the Securities Act.

     (iii)  Notwithstanding  anything in this Section 5 to the contrary,  if the
Company shall furnish to the Holders of the  Securities a certificate  signed by
the President or Chief  Executive  Officer of the Company stating that the Board
of  Directors  of the Company has made the good faith  determination  that it is
therefore  essential  to suspend  the use by the  Holders  of such  registration
statement (and the prospectus relating thereto) for purposes of effecting offers
or sales of Common Stock pursuant thereto, then the right of such Holders to use
such registration  statement (and the prospectus  relating thereto) for purposes
of  effecting  offers  or sales  of  Common  Stock  pursuant  thereto,  shall be
suspended for a period (the "Suspension  Period") of not more than 30 days after
delivery by the Company of the certificate  referred to above in this Section 5,
provided,  that the Company shall provide the Holders of the Securities  with no
less than twenty-four (24) hours prior written notice of any Suspension  Period.
During the  Suspension  Period,  such Holders shall not offer or sell any Common
Stock  pursuant  to or in  reliance  upon such  registration  statement  (or the
prospectus   relating  thereto).   The  Company  agrees  that,  as  promptly  as
practicable, the Company will provide such Holders with revised prospectuses, if
required, and will notify the Holders of their ability to effect offers or sales
of Common Stock  pursuant to or in reliance  upon such  registration  statement.
Notwithstanding  for foregoing,  the Company shall not be entitled to Suspension
Periods  totaling  more than 30 days in the  aggregate  in any twelve (12) month
period.

     (iv) In the event that the Company fails to file the registration statement
pursuant to this Section 5 within 15 days following the Required  Filing Date or
if such  registration  statement  has not been  declared  effective  within  the
earlier of (i) one hundred  twenty 120 days after such  Required  Filing Date or
(ii) the fifth  trading day  following the date on which the Company is notified
by the Commission that such registration statement will not be reviewed or is no
longer  subject to further  review and comments  (such failure to file or become
effective,  an  "Event"),  the  Company  shall pay to each such  Holder upon the
occurrence  of each such Event and on each

                                       4
<PAGE>

monthly  anniversary  of the date of each such  Event (if the  applicable  Event
shall not have been cured by such date) until the applicable  Event is cured, an
amount in cash, as liquidated  damages and not as a penalty,  equal to 2% of the
aggregate  purchase  price  paid by such  Holder  pursuant  to its  Subscription
Agreement..  If the Company fails to pay any liquidated damages pursuant to this
Section in full within seven days after the date  payable,  the Company will pay
interest  thereon at a rate of 12% per annum (or such lesser maximum amount that
is permitted to be paid by applicable  law) to the Holder,  accruing  daily from
the date such  liquidated  damages  are due until  such  amounts,  plus all such
interest thereon, are paid in full. The liquidated damages pursuant to the terms
hereof  shall apply on a pro-rata  basis for any portion of a month prior to the
cure of an Event.

     (iv)  If  during  the  Effectiveness  Period,  the  number  of  Registrable
Securities at any time exceeds 100% of the number of shares of Common Stock then
registered in a  registration  statement  required  hereunder,  then the Company
shall file as soon as reasonably  practicable  but in any case prior to the 45th
day  following  the date such number is  exceeded,  an  additional  registration
statement  covering  the  resale of by the  Holders of not less than all of such
Registrable Securities and the Company shall use commercially reasonable efforts
to  cause  such  registration  statement  to be  declared  effective  as soon as
reasonably practicable thereafter.

6. Expenses of Registration.  The Company shall bear all  Registration  Expenses
incurred  in  connection  with any  registration,  qualification  or  compliance
pursuant to this Agreement and all underwriting  discounts,  selling commissions
and expense  allowances  applicable to the sale of any securities by the Company
for its own account in any registration.  All Selling Expenses shall be borne by
the Holders whose  securities are included in such  registration pro rata on the
basis of the number of their Registrable Securities so registered.

7. Indemnification.

          (i) The Company  will  indemnify  each Holder,  each of its  officers,
directors,  agents,  employees and partners,  and each person  controlling  such
Holder, with respect to each registration,  qualification or compliance effected
pursuant to this Agreement,  and each  underwriter,  if any, and each person who
controls  any  underwriter,  and their  respective  counsel  against all claims,
losses,  damages and  liabilities  (or actions,  proceedings  or  settlements in
respect  thereof)  arising out of or based on any untrue  statement  (or alleged
untrue  statement)  of a material  fact  contained in any  prospectus,  offering
circular  or other  document  prepared  by the  Company  (including  any related
registration  statement,   notification  or  the  like)  incident  to  any  such
registration,  qualification or compliance, or based on 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, or any violation by the
Company of the Securities Act or any rule or regulation thereunder applicable to
the  Company  and  relating  to action or  inaction  required  of the Company in
connection with any such  registration,  qualification  or compliance,  and will
reimburse each such Holder, each of its officers,  directors,  agents, employees
and partners, and each person controlling such Holder, each such underwriter and
each  person  who  controls  any such  underwriter,  for any legal and any other
expenses as they are reasonably  incurred in connection with  investigating  and
defending any such claim, loss, damage,  liability or action,  provided that the
Company  will not be liable in any such case to the extent  that any such claim,
loss,  damage,  liability or expense arises  primarily and directly out of or is
based on any untrue  statement  (or alleged  untrue  statement)  or

                                       5
<PAGE>

omission (or alleged omissions) based upon written information  furnished to the
Company by such  Holder or  underwriter  and stated to be  specifically  for use
therein.

          (ii) Each Holder  whose  Registrable  Securities  are  included in any
registration,  qualification or compliance  effected  pursuant to this Agreement
will  indemnify  the  Company,  each of its  directors  and  officers  and  each
underwriter,  if any, of the Company's securities covered by such a registration
statement,  each person who controls the Company or such underwriter  within the
meaning of the Securities  Act and the rules and  regulations  thereunder,  each
other such Holder and each of their officers,  directors and partners,  and each
person controlling such Holder, and their respective counsel against all claims,
losses,  damages and liabilities  (or actions in respect  thereof) to the extent
arising out of or based on any untrue statement (or alleged untrue statement) of
a  material  fact  contained  in any such  registration  statement,  prospectus,
offering  circular or other document,  or 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,  and will reimburse the Company and such
Holders, directors, officers, partners, persons, underwriters or control persons
for  any  legal  or any  other  expenses  as they  are  reasonably  incurred  in
connection  with  investigating  or  defending  any such  claim,  loss,  damage,
liability or action,  in each case to the extent,  but only to the extent,  that
such untrue  statement  (or alleged  untrue  statement)  or omission (or alleged
omission) is made in such registration statement,  prospectus, offering circular
or other  document in reliance upon and in conformity  with written  information
furnished  to the Company by such Holder and stated to be  specifically  for use
therein; provided, however, that the obligations of such Holders hereunder shall
be limited to an amount equal to the net proceeds to each such Holder sold under
such registration statement,  prospectus, offering circular or other document as
contemplated herein.

          (iii) Each party entitled to indemnification under this Section 7 (the
"Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation  resulting  therefrom,  provided  that  counsel for the  Indemnifying
Party,  who shall conduct the defense of such claim or any litigation  resulting
therefrom,  shall be approved by the Indemnified Party (whose approval shall not
unreasonably  be withheld),  and the  Indemnified  Party may participate in such
defense at such party's  expense;  and provided  further that if any Indemnified
Party  reasonably  concludes  that  there  may  be one or  more  legal  defenses
available to it that are not available to the  Indemnifying  Party, or that such
claim or litigation involves or could have an effect on matters beyond the scope
of this Agreement,  then the Indemnified Party may retain its own counsel at the
expense of the Indemnifying  Party; and provided further that the failure of any
Indemnified  Party to give  notice as  provided  herein  shall not  relieve  the
Indemnifying  Party of its obligations  under this Agreement  unless and only to
the extent that such failure to give notice results in material prejudice to the
Indemnifying  Party. No Indemnifying  Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement  which does not include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Party of a release  from all  liability in respect to such claim or
litigation.  Each Indemnified Party shall cooperate in the defense of such claim
or  litigation  and furnish such  information  regarding  itself or the claim in
question as an Indemnifying Party may reasonably

                                       6
<PAGE>

request  in writing  and as shall be  reasonably  required  in  connection  with
defense of such claim and litigation resulting therefrom.

          (iv) If the indemnification  provided for in this Section 7 is held by
a court of competent jurisdiction to be unavailable to an Indemnified Party with
respect to any loss,  liability,  claim,  damage or expense  referred to herein,
then the  Indemnifying  Party, in lieu of indemnifying  such  Indemnified  Party
hereunder,  shall  contribute to the amount paid or payable by such  Indemnified
Party as a result of such  loss,  liability,  claim,  damage or  expense in such
proportion as is appropriate  to reflect the relative fault of the  Indemnifying
Party on the one hand and of the  Indemnified  Party on the other in  connection
with the statements or omissions which resulted in such loss, liability,  claim,
damage or expense as well as any other relevant  equitable  considerations.  The
relative fault of the Indemnifying  Party and of the Indemnified  Party shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue  statement of a material  fact or the  omission to state a material  fact
relates to information  supplied by the Indemnifying Party or by the Indemnified
Party and the parties'  relative  intent,  knowledge,  access to information and
opportunity to correct or prevent such statement or omission.

8. Transfer or Assignment of Rights. The benefits to the Holder hereunder may be
transferred  or assigned by a Holder to a  transferee  or assignee of any of the
Restricted  Securities,  provided that the Company is given written notice prior
to the time that such right is  exercised,  stating the name and address of said
transferee or assignee and identifying the securities with respect to which such
registration rights are being transferred or assigned; provided further that the
transferee or assignee of such rights assumes in writing the  obligations of the
Holder under this Agreement.

9.  Registration  Procedures.  In the case of the  registration  effected by the
Company  pursuant to this  Agreement,  the Company  will keep each Holder who is
entitled  to  registration  benefits  hereunder  advised  in  writing  as to the
initiation  of  each  registration  and as to  the  completion  thereof.  At its
expense, the Company will:

          (i)  Prepare  and  file  with  the  Commission   such  amendments  and
supplements to such registration statement and the prospectus used in connection
with  such  registration  statement  as may be  necessary  to  comply  with  the
provisions of the Securities  Act with respect to the  disposition of securities
covered by such registration statement;

          (ii)  Respond as promptly  as  reasonably  possible,  and in any event
within twenty days, to any comments received from the Commission with respect to
a registration statement or any amendment thereto.

          (iv) Notify the Holders  and their  counsel as promptly as  reasonably
possible and (if requested by any such person) confirm such notice in writing no
later than one trading day  following  the day (i)(A) when a  Prospectus  or any
Prospectus supplement or post-effective amendment to a registration statement is
proposed to be filed and (B) with  respect to a  registration  statement  or any
post-effective amendment, when the same has become effective;

          (v) Furnish such number of prospectuses  and other documents  incident
thereto,  including  supplements  and  amendments,  as a Holder  may  reasonably
request; and

                                       7
<PAGE>

          (vi)  Furnish to each  selling  Holder,  upon  request,  a copy of all
documents  filed  with  and  all  correspondence  from or to the  Commission  in
connection with any such registration  statement other than nonsubstantive cover
letters and the like.

          (vii) Use its reasonable best efforts to avoid the issuance of, or, if
issued, obtain the withdrawal of (i) any order suspending the effectiveness of a
registration  statement,  or  (ii)  any  suspension  of  the  qualification  (or
exemption from  qualification) of any of the Registrable  Securities for sale in
any jurisdiction, at the earliest practicable moment.

          (viii)  Comply  with  all  applicable  rules  and  regulations  of the
Commission.

          (ix) The  Company may require  each  selling  Holder to furnish to the
Company a  certified  statement  as to the  number  of  shares  of Common  Stock
beneficially  owned by such Holder  and, if  requested  by the  Commission,  the
controlling person thereof.

10. Rule 144 Reporting.  With a view to making available the benefits of certain
rules  and  regulations  of the  Commission  which  may  permit  the sale of the
Restricted Securities to the public without registration, the Company agrees to:

          (i) Make and keep  public  information  available,  as those terms are
understood and defined in Rule 144 under the Securities Act; and

          (ii) Use its reasonable  best efforts to file with the Commission in a
timely manner all reports and other documents  required of the Company under the
Securities Act and the Exchange Act.

11.  Reporting  Under the  Exchange  Act.  The Company  agrees to take no action
designed  to, or with the effect of,  causing the Company to cease to be subject
to the reporting  requirements of the Exchange Act for so long as a registration
statement  under  this  Agreement  is  required  to be  filed  or  caused  to be
effective, or shall be required to be or remain effective.

12. Miscellaneous.

          (i) The  registration  statement  required to be filed  hereunder will
also  cover the  resale of  approximately  2,025,000  shares of Common  Stock by
certain  persons  with  registration   rights,   including  current  and  former
management  and  consultants,  shares  to  be  issued  in  connection  with  the
acquisition  transactions  described in the Memorandum,  former creditors of the
Company who have received  securities in satisfaction of claims, plus additional
shares of Common Stock  underlying  securities  issued in prior  financings with
unsatisfied  registration  rights.  Except as set  forth in the prior  sentence,
neither the Company nor any of its security  holders  (other than the Holders in
such  capacity  pursuant  hereto) may include  securities  of the Company in the
registration statement required to be filed hereunder other than the Registrable
Securities,  and the  Company  shall not after the date  hereof  enter  into any
agreement  providing any such right to any of its security holders.  The Company
shall not file any other registration  statement until the initial  registration
statement required hereunder is declared effective by the Commission.

                                       8
<PAGE>

          (ii) Compliance.  Each Holder covenants and agrees that it will comply
with the prospectus delivery requirements of the Securities Act as applicable to
it  in  connection  with  sales  of  Registrable   Securities  pursuant  to  the
registration statement required hereunder.

          (iii)   Piggy-Back   Registrations.   If  at  any  time   during   the
Effectiveness Period there is not an effective  registration  statement covering
all of the Registrable Securities and the Company shall determine to prepare and
file with the  Commission a registration  statement  relating to an offering for
its own account or the account of others under the  Securities Act of any of its
equity securities, other than on Form S-4 or Form S-8 (each as promulgated under
the Securities Act) or their then equivalents  relating to equity  securities to
be issued solely in connection with any acquisition of any entity or business or
equity  securities  issuable in connection  with stock option or other  employee
benefit plans, then the Company shall send to each Holder written notice of such
determination and, if within fifteen days after receipt of such notice, any such
Holder  shall  so  request  in  writing,  the  Company  shall  include  in  such
registration  statement  all or any  part of such  Registrable  Securities  such
holder  requests to be  registered;  provided,  that,  the Company  shall not be
required to register any  Registrable  Securities  pursuant to this Section that
are eligible for resale pursuant to Rule 144(k) promulgated under the Securities
Act.

          (iv)  Notices.   Any  and  all  notices  or  other  communications  or
deliveries  required or permitted to be provided hereunder shall be delivered as
set forth in the Subscription Agreement(s).

          (v) Successors and Assigns.  This Agreement shall inure to the benefit
of and be  binding  upon the  successors  and  permitted  assigns of each of the
parties  and shall  inure to the  benefit of each  Holder.  The  Company may not
assign its rights or obligations  hereunder without the prior written consent of
all of the Holders of the then-outstanding  Registrable Securities.  Each Holder
may assign their respective rights hereunder in the manner and to the persons as
permitted under the Subscription  Agreement(s) provided, that the assignee shall
at the time of such transfer  furnish to the Company  written notice of the name
and address of such  assignee  and the  Registrable  Securities  with respect to
which registration  rights are being assigned,  and such assignee shall agree in
writing to be bound by this Agreement.

          (vi)  Counterparts.  This  Agreement  may be executed in any number of
counterparts,  each of which when so executed  shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement. In
the event that any  signature  is  delivered  by  facsimile  transmission,  such
signature shall create a valid binding  obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect
as if such facsimile signature were the original thereof.

          (vii)  Governing  Law.  All  questions  concerning  the  construction,
validity,  enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance  with the internal laws of the State of
New York, without regard to the principles of conflicts of law thereof.

          (viii) Severability.  If any term, provision,  covenant or restriction
of this  Agreement is held by a court of competent  jurisdiction  to be invalid,
illegal,  void  or  unenforceable,  the  remainder  of

                                       9
<PAGE>

the terms, provisions,  covenants and restrictions set forth herein shall remain
in  full  force  and  effect  and  shall  in no way  be  affected,  impaired  or
invalidated,  and the parties hereto shall use their reasonable  efforts to find
and employ an alternative  means to achieve the same or  substantially  the same
result as that contemplated by such term, provision, covenant or restriction. It
is hereby  stipulated  and declared to be the intention of the parties that they
would have executed the remaining terms, provisions,  covenants and restrictions
without including any of such that may be hereafter  declared invalid,  illegal,
void or unenforceable.

          (ix) Headings.  The headings in this Agreement are for  convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          (x)  Independent  Nature of Purchasers'  Obligations  and Rights.  The
obligations  of each  Purchaser  hereunder  is  several  and not joint  with the
obligations  of any  other  Purchaser  hereunder,  and  no  Purchaser  shall  be
responsible  in any way for the  performance  of the  obligations  of any  other
Purchaser  hereunder.  Nothing  contained  herein or in any other  agreement  or
document delivered at any closing, and no action taken by any Purchaser pursuant
hereto  or  thereto,   shall  be  deemed  to  constitute  the  Purchasers  as  a
partnership,  an  association,  a joint venture or any other kind of entity,  or
create a presumption  that the  Purchasers are in any way acting in concert with
respect to such obligations or the transactions  contemplated by this Agreement.
Each  Purchaser  shall be entitled to protect and enforce its rights,  including
without limitation the rights arising out of this Agreement, and it shall not be
necessary  for any other  Purchaser to be joined as an  additional  party in any
proceeding for such purpose.

          The terms and conditions of this  Registration  Rights  Agreement have
been incorporated by reference into the Subscription  Agreement, a complete copy
of which is attached to the Memorandum as Exhibit A. Execution of a Subscription
Agreement  by any  Purchaser  shall be deemed to  constitute  execution  by such
Purchaser of this Registration Rights Agreement as of the even date therewith

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

                                       10
<PAGE>

          IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


                                        SMARTSERV ONLINE, INC.


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




                                       11