EXHIBIT 10.21

                                 PROMISSORY NOTE


          $400,000.00                                            January 2, 2001


          For  value  received,  the  undersigned,  SEBASTIAN  E.  CASSETTA,  an
individual  currently  domiciled  in the  State of  Connecticut  (the  "Maker"),
promises to pay to the order of SMARTSERV  ONLINE  INC., a Delaware  corporation
with its  principal  offices  at Metro  Center,  One  Station  Place,  Stamford,
Connecticut 06902 (the "Payee"), at such principal office of the Payee or as the
Payee otherwise may instruct in writing to the Maker,  the principal sum of FOUR
Hundred   Thousand  Dollars   ($400,000.00),   together  with  interest  thereon
calculated  semi-annually  for the prospective  period each January 1st and July
1st (each  semi-annual  period an  "Interest  Period") on the basis of a 360-day
year at the rate published in the Wall Street Journal as the "prime rate" on the
first  date  of  such   Interest   Period   that  such  a  rate  is   published.
Notwithstanding  the foregoing  sentence and without limiting its application in
any other way,  interest for the first Interest Period beginning January 2, 2001
and ending June 30, 2001 shall be set at the "prime  rate" as  published  in the
Wall Street Journal on January 2, 2001. This Promissory Note (this "Note") shall
mature on January 2, 2004 (the "Maturity  Date").  The entire principal sum will
be due on the Maturity Date, in lawful currency of the United States of America.
Prior to the Maturity Date (or any earlier acceleration of this Note) until June
30, 2002,  interest  shall accrue and shall not be payable until final  maturity
(or any earlier  acceleration).  Commencing with the Interest Period that begins
on July 1, 2002,  accrued and unpaid  interest for each Interest Period shall be
due and  payable  in  arrears  on the first  business  day of the next  Interest
Period.

          It is the  intention  of the Payee and the Maker that the interest (as
defined under applicable law) that may be charged to, collected from or received
from the Maker shall not exceed the maximum rate  permissible  under  applicable
law.  Accordingly,  notwithstanding  anything to the contrary in this Note,  any
other evidence of  indebtedness or any other loan  instrument,  in the event any
interest  (as so  defined) is charged to,  collected  from or received  from the
Maker by the Payee  pursuant  hereto or thereto in excess of such maximum lawful
rate,  then the excess of such payment over that maximum shall be applied to the
reduction  of the  outstanding  principal  balance  of this  Note  (without  any
prepayment premium or penalty), and any portion of such excess payment remaining
after  payment  and  satisfaction  in full of the  principal  together  with all
accrued and unpaid  interest,  charges,  and other fees due  hereunder  shall be
returned by the Payee to the Maker.

          The Maker may, from time to time, make optional  prepayments of all or
any portion of the then outstanding  principal sum of this Note, without premium
or penalty of any kind.  Any such  optional  prepayment  shall be applied to the
final  payment and  installment  payments due  hereunder in the inverse order of
their respective due dates.

          Should the  Maker's  cease to be employed by the Payee for any reason,
the entire principal amount and any accrued interest shall become payable within
5 business days.

          In the event the Maker fails to make any payment  hereunder  when due,
and such  default  continues  for five (5) days after the Payee shall have given
written  notice  thereof  to the Maker,  then at the  option of the  Payee,  the
outstanding  principal  sum of this Note,  together  with all accrued and unpaid
interest,  charges and other fees due hereunder,  shall be  immediately  due and
payable.  The Maker agrees to pay all costs of collection,  including reasonable
attorneys' fees, in the case of any default in payment under this Note.

          The Maker hereby  waives  presentment,  demand for payment  (except as
otherwise expressly required herein), interest and notice of dishonor,  protest,
notice of  protest  and all other


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notices or demands in  connection  with the delivery,  acceptance,  performance,
default or endorsement of this Note.

          This Note shall be governed by and  construed in  accordance  with the
laws  of the  State  of  Connecticut,  without  regard  to any  conflict  of law
provisions that would defer to the substantive laws of another jurisdiction.

          IN  WITNESS  WHEREOF,  the  undersigned  has  caused  this  Note to be
executed as of the day and year first above written.


                                              /s/ SEBASTIAN E. CASSETTA
                                              ----------------------------------
                                                  Sebastian E. Cassetta