SMARTSERV ONLINE, INC.
                       RESTRICTED STOCK PURCHASE AGREEMENT


         THIS AGREEMENT is made as of December 29, 1998 between SmartServ
Online, Inc., a Delaware corporation (the "Company"), and Mario F. Rossi
("Purchaser").

         WHEREAS Purchaser is an employee of the Company whose continued
affiliation with the Company is considered to be important for the Company's
continued growth; and

         WHEREAS in order to provide Purchaser an opportunity to acquire an
equity interest in the Company as an incentive for Purchaser to continue to
participate in the affairs of the Company, the Company is willing to sell to
Purchaser and Purchaser desires to purchase shares of Common Stock according to
the terms and conditions hereof;

         THEREFORE, the parties agree as follows:

              1.    PURCHASE AND SALE OF STOCK. Subject to the terms and
conditions of this Agreement, the Company hereby agrees to sell to Purchaser and
Purchaser agrees to purchase from the Company 206,080 shares of the Company's
Common Stock (the "Stock") at a price of $2.19885 per share (the "Per Share
Purchase Price"), for an aggregate purchase price of $453,139.01. (The Per Share
Purchase Price being equal to 110% of the fair market value of the Stock as
determined by the average of the high and low sales price for the Stock for the
30 trading days immediately preceding the date of this Agreement.) The purchase
price for the Stock shall be paid by a non-recourse promissory note (the "Note")
in the form attached hereto as Exhibit A, in the amount of $453,139.01. The Note
shall be secured by pledge of the Stock and Purchaser shall be required to
execute and deliver a Security Agreement in the form attached hereto as Exhibit
B (the "Security Agreement"). If during the time that the Note remains
outstanding, the Company sells shares of the Company's Common Stock or other
securities convertible into the Company's Common Stock, pursuant to a Change of
Control Transaction (as defined below) at a price per share less than the Per
Share Purchase Price the aggregate principal amount of the Note shall be
automatically reduced to an amount equal the number of shares of Stock
multiplied by the per share price at which such securities are to be sold in the
Change of Control Transaction (the "Adjusted Principal Amount"). Furthermore, if
the Company shall sell shares of the Company's Common Stock or other securities
convertible into the Company's Common Stock in a private placement, or one or
more related private placements (a "Private Placement"), within six (6) months
of this Agreement for an aggregate purchase price in excess of $1,000,000, then
the number of shares issued pursuant to this Agreement shall automatically be
adjusted (the "Adjustment") in order to ensure that


                                      -1-
<PAGE>


immediately following such Private Placement the Purchaser shall retain three
percent (3%) of the outstanding shares of the Company's Common Stock and other
securities convertible into the Company's Common Stock on a fully diluted basis.
The number of shares of the Company's Common Stock issued pursuant to the
Adjustment (the "Additional Shares") shall be set forth on Schedule 1 attached
hereto and shall be subject to the same terms and conditions as the Stock and
each reference herein to the Stock shall include the Additional Shares, to the
extent appropriate.

              2.    REPURCHASE OPTION, PUT OPTION AND RELEASE OF SHARES.

                           (a)      REPURCHASE OPTION AND PUT OPTION.

                           (i) In the event of any voluntary or involuntary
                           termination of Purchaser's employment with the
                           Company (including as a result of death but excluding
                           Purchaser's termination of employment without Cause
                           (as defined below) or for Good Reason (as defined
                           below)) before all shares of the Stock are released
                           from the Company's repurchase option under Section
                           2(b) below, the Company shall, upon the date of such
                           termination (as reasonably fixed and determined by
                           the Company) have an irrevocable, exclusive option
                           for a period of twelve (12) months from such date to
                           repurchase all or any portion of the Stock which has
                           not been released from the repurchase option
                           described in this Section 2 (the "Repurchase Option")
                           at the time of such termination at the original
                           purchase price per share. The Repurchase Option shall
                           be exercised by the Company by written notice to
                           Purchaser or his/her executor and, at the Company's
                           option, (A) by delivery to Purchaser or his/her
                           executor with such notice of a check in the amount of
                           the aggregate repurchase price for the Stock being
                           repurchased, (B) by cancellation by the Company of an
                           amount of Purchaser's indebtedness to the Company
                           equal to the aggregate repurchase price for the Stock
                           being repurchased, or (C) by a combination of (A) and
                           (B) so that the combined payment and cancellation of
                           indebtedness equals such aggregate repurchase price.
                           Upon delivery of such notice and the payment of the
                           aggregate repurchase price in any of the ways
                           described above, the Company shall become the legal
                           and beneficial owner of the Stock being repurchased
                           and all rights and interests therein or relating
                           thereto, and the Company shall have the right to
                           retain and transfer to its own name the number of
                           shares of the Stock being repurchased by the Company.

                           (ii) If Purchaser's employment with the Company is
                           terminated (A) by the Company other than for Cause,
                           (B) as a result of Purchaser's death or Disability
                           (as defined below) or (C) by Purchaser for Good
                           Reason, Purchaser or his/her executor shall have the
                           right to cause the Company to


                                      -2-
<PAGE>


                           repurchase all Stock at the original purchase price
                           per share (the "Put Option"). The Put Option shall be
                           exercised by Purchaser by written notice to the
                           Company delivered within sixty (60) days of such
                           termination. The repurchase price shall be paid at
                           the Company's option, (A) by delivery to Purchaser
                           or his/her executor within ninety (90) days a check
                           in the amount of the aggregate repurchase price for
                           the Stock being repurchased, (B) by cancellation by
                           the Company of an amount of Purchaser's indebtedness
                           to the Company equal to the aggregate repurchase
                           price for the Stock being repurchased, or (C) by a
                           combination of (A) and (B) so that the combined
                           payment and cancellation of indebtedness equals such
                           aggregate repurchase price. Upon payment of the
                           aggregate repurchase price in any of the ways
                           described above, the Company shall become the legal
                           and beneficial owner of the Stock being repurchased
                           and all rights and interests therein or relating
                           thereto, and the Company shall have the right to
                           retain and transfer to its own name the number of
                           shares of the Stock being repurchased by the Company.

                  (b)       RELEASE OF SHARES FROM REPURCHASE OPTION.

                           (i) Subject to Section 2(b)(ii), 1/36th of the Stock
                           shall be released from the Company's Repurchase
                           Option on the one-month anniversary of this
                           Agreement, and an additional 1/36th of the Stock
                           shall be released on each monthly anniversary of such
                           date thereafter until all shares of the Stock have
                           been released; provided in each case that there has
                           not been any voluntary or involuntary termination
                           prior to each such date of release.

                           (ii) Notwithstanding Section 2(b)(i), all of the
                           stock shall be released from the Company's Repurchase
                           Option in the event that (A) Purchaser terminates his
                           employment for Good Reason (as defined below), (B)
                           the Company terminates the Purchaser's employment
                           with the Company without cause or (C) there is a
                           Change of Control (as defined below)..

                  (c)      CERTAIN DEFINITIONS

                           (i) For purposes of this Agreement, "Cause" shall
                           mean termination of the Purchaser by the Company
                           upon:

                                    (A) the willful and continued failure by the
                                    Executive to substantially perform his
                                    duties with the Company (other than any such
                                    failure resulting from his incapacity due to
                                    physical or mental illness), after a written
                                    demand for substantial performance is
                                    delivered to the Executive by the Board of
                                    Directors which specifically identifies the
                                    manner in which the Board of Directors


                                      -3-
<PAGE>


                                    believes that the Executive has not
                                    substantially performed his duties, and
                                    which failure has not been cured within
                                    thirty days after such written demand; or

                                    (B) the willful and continued engaging by
                                    the Executive in conduct which is
                                    demonstrably and materially injurious to the
                                    Company, monetarily or otherwise.

                           For purposes of this Subsection (c)(i), no act, or
                           failure to act, on the Executive's part shall be
                           considered "willful" unless done, or omitted to be
                           done, by the Executive in bad faith and without
                           reasonable belief that such action or omission was in
                           the best interest of the Company. Notwithstanding the
                           foregoing, the Executive shall not be deemed to have
                           been terminated for Cause unless and until there
                           shall have been delivered to him a copy of a
                           resolution duly adopted by the affirmative vote of
                           not less than 51% of the entire membership of the
                           Board of Directors at a meeting of the Board of
                           Directors called and held for that purpose (after
                           reasonable notice to the Executive and an opportunity
                           for the Executive, together with his counsel, to be
                           heard before the Board of Directors), finding that in
                           the good faith opinion of the Board of Directors the
                           Executive was guilty of conduct set forth above in
                           clauses (A) or (B) of the first sentence of this
                           Subsection (c)(i) and specifying the particulars
                           thereof in detail.

                           (ii) For purposes of this Agreement "Change of
                           Control" shall mean Change of Control shall occur if:
                           (i) at any time less than 60% of the members of the
                           Board of Directors shall be individuals who were
                           either (x) Directors on the effective date of this
                           Agreement or (y) individuals whose election, or
                           nomination for election, was approved by a vote
                           (including a vote approving a merger or other
                           agreement providing for the membership of such
                           individuals on the Board of Directors) of at least
                           two-thirds of the Directors then still in office who
                           were Directors on the effective date of this
                           Agreement or who were so approved (the "Continuing
                           Directors"); or (ii) the shareholders of the
                           Corporation shall approve an agreement or plan
                           providing for the Corporation to be merged,
                           consolidated or otherwise combined with, or for all
                           or substantially all its assets or stock to be
                           acquired by, another corporation, as a consequence of
                           which the former shareholders of the Corporation will
                           own, immediately after such merger, consolidation,
                           combination or acquisition, less than a majority of
                           the Voting Power of such surviving or acquiring
                           corporation or the parent thereof (a "Change of
                           Control Transaction"). (iii) For purposes of this
                           Agreement, "Disability" shall mean that Purchaser, at
                           the time notice of termination is given, has been
                           unable to


                                      -4-
<PAGE>


                           substantially perform his/her duties under this
                           Agreement for a period of not less than four (4)
                           consecutive months as the result of his/her
                           incapacity due to physical or mental illness.

                           (iv) For purposes of this Agreement, "Good Reason"
                           shall mean the termination of employment by the
                           Executive upon the occurrence of any one of the
                           following events: (i) a material breach by the
                           Company of the Employment Agreement (defined below),
                           (ii) the Company's assignment to Executive of duties
                           inconsistent in any material respect with his
                           position (including status and reporting) or any
                           other diminution of authority, duties or
                           responsibilities, excluding an isolated action by the
                           Company not taken in bad faith and which is remedied
                           by the Company within 15 days after receipt of notice
                           from the Executive, (iii) a Change of Control, other
                           than a Change of Control Transaction that was
                           approved by a majority of the Continuing Directors,
                           or (iv) the relocation of the Executive's principal
                           place of employment to a location more than 50 miles
                           from his principal place of employment on the date of
                           the Employment Agreement (defined below)(unless such
                           relocation is closer to the Executive's Principal
                           residence).

                           (v) For the purposes of this Agreement, "Employment
                           Agreement" shall mean that certain employment
                           agreement by and between the Purchaser and the
                           Company dated as of January 1, 1999.

                           (vi) This Agreement shall not confer upon Purchaser
                           any right with respect to employment by the Company,
                           nor shall it interfere with or affect in any manner
                           the right or power of the Company, or a parent or
                           subsidiary of the Company, to terminate Purchaser's
                           employment or consulting relationship with the
                           Company, which right is hereby reserved, subject to
                           the provisions of the Employment Agreement.

              3.    STOCK SPLITS, ETC. If, from time to time during the term of
this Agreement: (i) There is any stock dividend or liquidating dividend of cash
and/or property, stock split or other change in the character or amount of any
of the outstanding securities of the Company; or (ii) there is any
consolidation, merger or sale of all, or substantially all, of the assets of the
Company; then, in such event, any and all new, substituted or additional
securities or other property to which Purchaser is entitled by reason of
Purchaser's ownership of the Stock shall be immediately subject to this
Agreement and be included in the word "Stock" for all purposes with the same
force and effect as the shares of Stock currently subject to the Repurchase
Option and other terms of this Agreement. While the aggregate repurchase price
payable upon execution of the Repurchase Option shall remain the same after each
such event, the repurchase price per share of Stock shall be appropriately
adjusted.


                                      -5-
<PAGE>


              4.    RESTRICTION ON TRANSFER. Purchaser shall not, except as
contemplated by the Security Agreement, sell, transfer, pledge, hypothecate or
otherwise dispose of any shares of the Stock which remain subject to the
Repurchase Option. The Company shall not be required (i) to transfer on its
books any shares of Stock which shall have purportedly been sold or transferred
in violation of any of the provisions set forth in this Agreement, or (ii) to
treat as owner of such shares or to accord the right to vote as such owner or to
pay dividends to any purported transferee to whom such shares shall have been
purportedly transferred.

              5.    REGISTRATION RIGHTS

                           (a) Piggy Back Registration Rights. If at any time
                           the Company shall determine to register for its own
                           account or the account of others under the Securities
                           Act of 1933, as amended (the "Securities Act") any of
                           its equity securities, other than on Form S-8 or Form
                           S-4 or their then equivalents relating to shares of
                           Common Stock to be issued solely in connection with
                           any acquisition of any entity or business or shares
                           of Common Stock issuable in connection with stock
                           option or other employee benefit plans, it shall send
                           to the Purchaser written notice of such determination
                           and, if within 15 days after receipt of such notice,
                           the Purchaser shall so request in writing, the
                           Company shall use its best efforts to include in such
                           registration statement all or any part of the Stock
                           not then subject to the Repurchase Option the
                           Purchaser requests to be registered, except that if,
                           in connection with any offering involving an
                           underwriting of the Company's Common Stock to be
                           issued by the Company, the managing underwriter shall
                           impose a limitation on the number of shares of such
                           Common Stock which may be included in the
                           registration statement because, in its judgment, such
                           limitation is necessary to effect an orderly public
                           distribution, then the Company shall be obligated to
                           include in such registration statement only such
                           limited portion of the Stock with respect to which
                           the Purchaser has requested inclusion hereunder. Any
                           exclusion of the Stock shall be made PRO RATA among
                           the all holders of the Company's Common Stock with
                           similar registration rights seeking to include such
                           shares, in proportion to the number of such shares
                           sought to be included by such holders. No incidental
                           right under this Section 5(a) shall be construed to
                           limit any registration required under Section 5(b).
                           The obligations of the Company under this Section
                           5(a) may be waived at any time upon the written
                           consent of the Purchaser and shall expire on the 6th
                           anniversary of this Agreement.

                           (b) S-3 Registration Rights. In addition to the
                           rights provided the Purchaser and other holders of
                           the Company's Common Stock with registration rights
                           in Section 5(a) above, if the registration of the
                           Company's Common Stock under the Securities Act can
                           be effected on


                                      -6-
<PAGE>


                           Form S-3 (or any similar form promulgated by the
                           Commission that permits secondary offerings of
                           securities), then upon the written request of
                           the Purchaser, the Company will, as expeditiously
                           as possible, use its best efforts to effect
                           qualification and registration under the Securities
                           Act on Form S-3 of all or such portion of the
                           Stock as the Purchaser shall specify; provided,
                           however, that the Company shall not be required to
                           effect more than one registration during any 12-month
                           period pursuant to this Section 5(b).

                           (d) The Company will use its best efforts to maintain
                           the effectiveness for up to 90 days (or such shorter
                           period of time as the underwriters need to complete
                           the distribution of the registered offering, or one
                           year in the case of a "shelf" registration statement
                           on Form S-3) of any registration statement pursuant
                           to which any of the Stock is being offered, and from
                           time to time will amend or supplement such
                           registration statement and the prospectus contained
                           therein to the extent necessary to comply with the
                           Securities Act and any applicable state securities
                           statute or regulation. The Company will also provide
                           the Purchaser with as many copies of the prospectus
                           contained in any such registration statement as he
                           may reasonably request.

                  6.       RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

                           (a) LEGENDS. The share certificate evidencing the
                           Stock issued hereunder shall be endorsed with the
                           following legends (in addition to any legends
                           required under applicable state securities laws):

                           THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
                           ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
                           CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO
                           SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN
                           EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR
                           AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
                           THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
                           SECURITIES ACT OF 1933.

                           THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE
                           TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN
                           AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A
                           COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE
                           COMPANY.


                                      -7-
<PAGE>


                           (b) STOP-TRANSFER NOTICES. Purchaser agrees that, in
                           order to ensure compliance with the restrictions
                           referred to herein, the Company may issue appropriate
                           "stop transfer" instructions to its transfer agent,
                           if any, and that, if the Company transfers its own
                           securities, it may make appropriate notations to the
                           same effect in its own records.

              7.    PURCHASER'S REPRESENTATIONS AND COVENANTS. In connection
with the purchase of the Stock, Purchaser hereby represents and warrants to the
Company as follows:

                           (a) INVESTMENT INTENT; CAPACITY TO PROTECT INTERESTS.
                           Purchaser is purchasing the Stock solely for
                           Purchaser's own account for investment and not with a
                           view to or for sale in connection with any
                           distribution of the Stock or any portion thereof and
                           not with any present intention of selling, offering
                           to sell or otherwise disposing of or distributing the
                           Stock or any portion thereof. Purchaser also
                           represents that the entire legal and beneficial
                           interest of the Stock is being purchased, and will be
                           held, for Purchaser's account only, and neither in
                           whole or in part for any other person. Purchaser
                           either (i) has a pre-existing business or personal
                           relationship with the Company or at least one of its
                           officers, directors or controlling persons, or (ii)
                           by reason of Purchaser's business or financial
                           experience (or the business or financial experience
                           of Purchaser's professional advisors who are
                           unaffiliated with and who are not compensated by the
                           Company or any affiliate or selling agent of the
                           Company, directly or indirectly), can be reasonably
                           assumed to have the capacity to evaluate the merits
                           and risks of an investment in the Company and to
                           protect Purchaser's own interests in connection with
                           this transaction.

                           (b) RESIDENCE. Purchaser's principal residence is
                           within the State of Connecticut and is located at the
                           address indicated beneath Purchaser's signature
                           below.

                           (c) INFORMATION CONCERNING COMPANY. Purchaser has
                           discussed the Company and its plans, operations and
                           financial condition with the Company's officers and
                           has received all such information as Purchaser has
                           deemed necessary and appropriate to enable Purchaser
                           to evaluate the financial risk inherent in making an
                           investment in the Stock. Purchaser has received
                           satisfactory and complete information concerning the
                           business and financial condition of the Company in
                           response to all inquiries in respect thereof.


                                      -8-
<PAGE>


                           (d) ECONOMIC RISK. Purchaser realizes that the
                           purchase of the Stock will be a highly speculative
                           investment and involves a high degree of risk.
                           Purchaser is able, without impairing Purchaser's
                           financial condition, to hold the Stock for an
                           indefinite period of time and to suffer a complete
                           loss on Purchaser's investment.

                           (e) RESTRICTED SECURITIES. Purchaser understands and
                           acknowledges that:

                           (i) The Stock has not been registered under the
                           Securities Act of 1933, as amended, in reliance upon
                           a specific exemption therefrom, which exemption
                           depends upon, among other things, the bona fide
                           nature of Purchaser's investment intent as expressed
                           herein.

                           (ii) The Stock must be held indefinitely unless it is
                           subsequently registered under the Securities Act or
                           unless an exemption from such registration is
                           otherwise available. In addition, Purchaser
                           understands that the certificate evidencing the Stock
                           will be imprinted with a legend which prohibits the
                           transfer of the Stock unless it is registered or such
                           registration is not required in the opinion of
                           counsel satisfactory to the Company.

                           (f) DISPOSITION UNDER RULE 144. Purchaser understands
                           that:

                           (i) The shares of Stock are restricted securities
                           within the meaning of Rule 144 promulgated under the
                           Securities Act; that the exemption from registration
                           under Rule 144 will not be available in any event for
                           at least one (1)) year from the date of payment of
                           the Note (or the applicable portion thereof relating
                           to such shares of Stock), and even then will not be
                           available unless (i) a public trading market then
                           exists for the Common Stock of the Company, (ii)
                           adequate information concerning the Company is then
                           available to the public, and (iii) other terms and
                           conditions of Rule 144 are complied with; and that
                           any sale of the Stock may be made only in limited
                           amounts in accordance with such terms and conditions
                           of Rule 144;

                           (ii) That at the time Purchaser wishes to sell the
                           Stock there may be no public market upon which to
                           make such a sale; that, even if such a public market
                           then exists, the Company may not be satisfying the
                           current public information requirements of Rule 144;
                           and that, in such event, Purchaser would be precluded
                           from selling the Stock under Rule 144 even if the one
                           (1) year minimum holding period had been satisfied;
                           and


                                      -9-
<PAGE>


                           (iii) In the event all of the requirements of Rule
                           144 are not satisfied, registration under the
                           Securities Act or compliance with Regulation A or
                           another registration exemption will be required;
                           that, notwithstanding the fact that Rule 144 is not
                           exclusive, the Staff of the SEC has expressed its
                           opinion that persons proposing to sell private
                           placement securities other than in a registered
                           offering or pursuant to Rule 144 will have a
                           substantial burden of proof in establishing that an
                           exemption from registration is available for such
                           offers or sales; and that such persons and their
                           respective brokers who participate in such
                           transactions do so at their own risk.

                           (g) FURTHER LIMITATIONS ON DISPOSITION. Without in
                           any way limiting Purchaser's representations set
                           forth above, Purchaser further agrees that Purchaser
                           shall in no event make any disposition of all or any
                           portion of the Stock unless and until:

                           (i) Either:

                                    (A) There is then in effect a Registration
                                    Statement under the Securities Act covering
                                    such proposed disposition, and such
                                    disposition is made in accordance with said
                                    Registration Statement; or

                                    (B) (1) Purchaser shall have notified the
                                    Company of the proposed disposition and
                                    shall have furnished the Company with a
                                    detailed statement of the circumstances
                                    surrounding the proposed disposition; (2)
                                    Purchaser shall have furnished the Company
                                    with an opinion of Purchaser's counsel to
                                    the effect that such disposition will not
                                    require registration of such shares under
                                    the Securities Act; and (3) such opinion of
                                    Purchaser's counsel shall have been
                                    concurred in by counsel for the Company, and
                                    the Company shall have advised Purchaser of
                                    such concurrence; and,

                           (ii) The shares of Stock proposed to be transferred
                           are no longer subject to the Repurchase Option set
                           forth in Section 2 hereof.

                  8.       ARBITRATION.

                           (a) ELECTION OF ARBITRATION. At the option of either
                           party, any and all disputes or controversies whether
                           of law or fact and of any nature whatsoever arising
                           from or respecting this Agreement shall be decided by
                           arbitration by the American Arbitration Association
                           in accordance with the rules and regulations of that
                           Association.


                                      -10-
<PAGE>


                           (b) SELECTION OF ARBITRATORS. The arbitrators shall
                           be selected as follows: In the event the Company and
                           Purchaser agree on one arbitrator, the arbitration
                           shall be conducted by such arbitrator. In the event
                           the Company and Purchaser do not so agree, the
                           Company and Purchaser shall each select one
                           independent, qualified arbitrator, and the two
                           arbitrators so selected shall select the third
                           arbitrator. The Company reserves the right to object
                           to any individual arbitrator who shall be employed by
                           or affiliated with a competing organization.

                           (c) CONDUCT OF ARBITRATION. Arbitration shall take
                           place in Stamford, Connecticut or any other location
                           mutually agreeable to the parties. Reasonable notice
                           of the time and place of arbitration shall be given
                           to all persons other than the parties as shall be
                           required by law, and such persons or their authorized
                           representatives shall have the right to attend and/or
                           participate in all the arbitration hearings in such
                           manner as the law shall require.

                           (d) SECRECY OF PROCEEDINGS. At the request of either
                           party, arbitration proceedings will be conducted in
                           the utmost secrecy; in such case all documents,
                           testimony and records shall be received, heard and
                           maintained by the arbitrators in secrecy under seal,
                           available for the inspection only of the Company or
                           Purchaser and their respective attorneys and their
                           respective experts, who shall agree in advance and in
                           writing to receive all such information
                           confidentially and to maintain such information in
                           secrecy until such information shall become generally
                           known.

                           (e) RELIEF. The arbitrators, who shall act by
                           majority vote, shall be able to decree any and all
                           relief of an equitable nature (including without
                           limitation such relief as temporary restraining
                           orders or temporary and/or permanent injunctions),
                           and shall also be able to award damages, with or
                           without an accounting and costs. The decree or
                           judgment of an award rendered by the arbitrators may
                           be entered in any court having jurisdiction thereof.

              9.    GOVERNING LAW. This Agreement shall be governed and
construed by the laws of the State of Connecticut without regard to its choice
of laws provisions.

              10.   MISCELLANEOUS.

                           (a) RIGHTS AS SHAREHOLDER. Subject to the provisions
                           and limitations hereof, Purchaser may, during the
                           term of this Agreement,


                                      -11-
<PAGE>


                           exercise all rights and privileges of a shareholder
                           of the Company with respect to the Stock purchased
                           hereby.

                           (b) FURTHER ASSURANCES. The parties agree to execute
                           such further instruments and to take such further
                           action as may reasonably be necessary to carry out
                           the intent of this Agreement.

                           (c) NOTICES. Any notice required or permitted
                           hereunder shall be given in writing and shall be
                           deemed effectively given upon personal delivery
                           (including by express courier) or upon deposit in the
                           United States Post Office, by First Class mail with
                           postage and fees prepaid, addressed to Purchaser at
                           his/her address shown on the Company's employment
                           records and to the Company at the address of its
                           principal corporate offices (attention: President) or
                           at such other address as such party may designate by
                           ten (10) days' advance written notice to the other
                           party.

                           (d) ASSIGNMENT. This Agreement shall inure to the
                           benefit of the successors and assigns of the Company
                           and, subject to the restrictions on transfer herein
                           set forth, be binding upon Purchaser, his/her heirs,
                           executors, administrators, successors and assigns. No
                           party to this Agreement may assign its rights and
                           obligations under this Agreement without the prior
                           written consent of the other party.

                           (e) AUTHORIZATION OF TRANSFER. Purchaser hereby
                           authorizes and directs the Secretary or transfer
                           agent of the Company to transfer the Stock as to
                           which the Repurchase Option has been exercised from
                           Purchaser to the Company or the Company's assignees.

                           (f) WAIVER. Either party's failure to enforce any
                           provision or provisions of this Agreement shall not
                           in any way be construed as a waiver of any such
                           provision or provisions, nor prevent that party
                           thereafter from enforcing each and every other
                           provision of this Agreement. The rights granted both
                           parties herein are cumulative and shall not
                           constitute a waiver of either party's right to assert
                           all other legal remedies available to it under the
                           circumstances.

                           (g) ADVICE OF COUNSEL. Purchaser has reviewed this
                           Agreement in its entirety, has had an opportunity to
                           obtain the advice of counsel prior to executing this
                           Agreement and fully understands all provisions
                           hereof.

                           (h) COUNTERPARTS. This Agreement may be executed in
                           any number of counterparts, each of which shall be an
                           original and all of which together shall constitute
                           one instrument.


                                      -12-
<PAGE>


                           (i) ENTIRE AGREEMENT. This Agreement, the Employment
                           Agreement, the Note and the Security Agreement
                           represent the entire agreement between the parties
                           with respect to the purchase of Common Stock by
                           Purchaser and the vesting thereof, supersedes all
                           prior understandings and agreements, written and
                           oral, with regard thereto, and satisfies all of the
                           Company's obligations to Purchaser with regard to the
                           issuance or sale of securities. This Agreement may be
                           modified or amended only in writing signed by both
                           parties.


                                      -13-
<PAGE>


        IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.

SMARTSERV ONLINE, INC.,                     MARIO F. ROSSI
 a Delaware corporation

By:___________________________              __________________________________
Title:________________________
                                            (Address)

                                            22 Split Rock Road
                                            Trumbull, CT  06611


                                      -14-
<PAGE>


                                   SCHEDULE 1


Pursuant to Section 1 of the Agreement, the Purchaser received _______
Additional Shares as a result of a Private Placement of _______ shares of
__________ by the Company on _______, 1999.



                                      -15-
<PAGE>

                                   exhibit A

                                 PROMISSORY NOTE

$453,139.01                                                Stamford, Connecticut
                                                           December 29, 1998


         FOR VALUE RECEIVED, Mario F. Rossi promises to pay to SmartServ
Online, Inc., a Delaware corporation (the "Company"), or order, the principal
sum of Four Hundred Fifty Three Thousand One Hundred Thirty Nine Dollars and One
Cent ($453,139.01), together with interest on the unpaid principal hereof from
the date hereof at the rate of 6.75% [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 Adjustment Principal Amount pursuant to the
terms of the Purchase Agreement (as defined below).

         This Note shall be due and payable in full on December 29, 2003 (the
"Due Date"), unless accelerated as provided herein. Upon the termination of the
Executive from the Company for Cause, the whole unpaid balance on this Note of
principal and interest shall become immediately due at the option of the holder
of this Note. In the event that the Executive 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. 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 or interest owing hereunder.

         This Note is subject to the terms of that certain Restricted Stock
Purchase Agreement by and between the Company and Mario F. Rossi, dated as of
December 29, 1998 (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 to secure
the purchase of the Company's Common Stock pursuant to the Purchase Agreement.
Accordingly, this Note shall be without recourse against Mario F. Rossi 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.

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


                                            ___________________________________
                                            Mario F. Rossi


<PAGE>


                                    exhibit B

                               SECURITY AGREEMENT


         This Security Agreement is made as of December 29, 1998 between
SmartServ Online, Inc., a Delaware corporation ("Pledgee"), and Mario F. Rossi
("Pledgor").


                                    Recitals

         Pursuant to Pledgor's purchase of Stock under the Restricted Stock
Purchase Agreement dated December 29, 1998, between Pledgor and Pledgee (the
"Purchase Agreement"), and Pledgor's election to pay for such Stock with his
promissory note (the "Note"), Pledgor has purchased 206,080 shares of Pledgee's
Common Stock (the "Shares") at a price of $2.19885 per share, for a total
purchase price of $453,139.01.  The Note and the obligations thereunder are as
set forth in Exhibit A to the Purchase Agreement.

         NOW, THEREFORE, it is agreed as follows:

         1. Creation and Description of Security Interest. In consideration of
the transfer of the Shares to Pledgor under the Purchase Agreement, Pledgor,
pursuant to the Connecticut Uniform Commercial Code, hereby pledges all of such
Shares (herein sometimes referred to as the "Collateral") represented by
certificate number ______, duly endorsed in blank or with executed stock powers,
and herewith delivers said certificate to the Pledgee, who shall hold said
certificate subject to the terms and conditions of this Security Agreement.

         The pledged stock shall be held by the Pledgee as security for the
repayment of the Note, and the Pledgee shall not encumber or dispose of such
Shares except in accordance with the provisions of this Security Agreement.

         2. Pledgor's Representations and Covenants. To induce Pledgee to enter
into this Security Agreement, Pledgor represents and covenants to Pledgee, its
successors and assigns, as follows:

             a. Payment of Indebtedness. Pledgor will pay the principal sum of
the Note secured hereby, together with interest thereon, at the time and in the
manner provided in the Note.

             b. Encumbrances. The Shares are free of all other encumbrances,
defenses and liens, and Pledgor will not further encumber the Shares without the
prior written consent of Pledgee.

         3. Voting Rights. During the term of this pledge and so long as all
payments of principal and interest are made as they become due under the terms
of the Note, Pledgor shall have the right to vote all of the Shares pledged
hereunder.
         4. Stock Adjustments. In the event that during the term of the pledge
any stock dividend, reclassification, readjustment or other changes are declared
or made in the capital structure of Pledgee, all new, substituted and additional
shares or other securities issued by reason of any such change shall be


                                      -2-
<PAGE>


delivered to and held by the Pledgee under the terms of this Security Agreement
in the same manner as the Shares originally pledged hereunder. In the event of
substitution of such securities the Pledgor and the Pledgee shall cooperate and
execute such documents as are reasonable so as to provide for the substitution
of such Collateral and, upon such substitution, references to "Shares" in this
Security Agreement shall include the substituted shares of capital stock of
Pledgor as a result thereof.

         5. Options and Rights. In the event that, during the term of this
pledge, subscription options or other rights or options shall be issued in
connection with the pledged Shares, such rights and options shall be the
property of Pledgor and, if exercised by Pledgor, all new stock or other
securities so acquired by Pledgor as it relates to the pledged Shares then held
by Pledgee shall be immediately delivered to Pledgee, to be held under the terms
of this Security Agreement in the same manner as the Shares pledged.

         6. Default. Pledgor shall be deemed to be in default of the Note and of
this Security Agreement in the event:

             a.   Payment of principal or interest on the Note shall be
                  delinquent for a period of 10 days or more; or

             b.   Pledgor fails to perform any of the covenants set forth in the
                  Restricted Stock Purchase Agreement or contained in this
                  Security Agreement for a period of 10 days after written
                  notice thereof from Pledgee.

In the case of an event of Default, as set forth above, Pledgee shall have the
right to accelerate payment of the Note upon notice to Pledgor, and Pledgee
shall thereafter be entitled to pursue its remedies under the Connecticut
Uniform Commercial Code.

         7. Release of Collateral. There shall be released from this pledge a
portion of the pledged Shares held by Pledgee here under upon payments of the
principal of the Note. The number of the pledged Shares which shall be released
shall be that number of full Shares which bears the same proportion to the
initial number of Shares pledged hereunder as the payment of principal bears to
the initial full principal amount (or in the event that the initial principal
amount on the Note has been adjusted pursuant to Section 1 of the Purchase
Agreement, the Adjusted Principal Amount) of the Note.

         8. Withdrawal or Substitution of Collateral. Pledgor shall not sell,
withdraw, pledge, substitute or otherwise dispose of all or any part of the
Collateral without the prior written consent of Pledgee.

         9. Term. The within pledge of Shares shall continue until the payment
of all indebtedness secured hereby, at which time the remaining pledged stock
shall be promptly delivered to Pledgor, subject to the provisions for prior
release of a portion of the Collateral as provided in paragraph 7 above.

         10. Insolvency. Pledgor agrees that if a bankruptcy or insolvency
proceeding is instituted by or against it, or if a receiver is appointed for the
property of Pledgor, or if Pledgor makes an assignment for the benefit of
creditors, the entire amount unpaid on the Note shall become immediately due and
payable, and Pledgee may proceed as provided in the case of default.


                                      -3-
<PAGE>


         11. Invalidity of Particular Provisions. Pledgor and Pledgee agree that
the enforceability or invalidity of any provision or provisions of this Security
Agreement shall not render any other provision or provisions herein contained
unenforceable or invalid.

         12. Successors or Assigns. Pledgor and Pledgee agree that all of the
terms of this Security Agreement shall be binding on their respective successors
and assigns, and that the term "Pledgor" and the term "Pledgee" as used herein
shall be deemed to include, for all purposes, the respective designees,
successors, assigns, heirs, executors and administrators.

         13. Governing Law. This Security Agreement shall be interpreted and
governed under the laws of the State of Connecticut without regard to its
conflict of laws provisions.


                                      -4-
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.


         "PLEDGOR"                 Mario F. Rossi


                                   ____________________________________________
                                   (signature)

                                    Address:
                                    22 Split Rock Road
                                    Trumbull, CT 06611


         "PLEDGEE"                  SMARTSERV ONLINE, INC.
                                    a Delaware corporation


                                    By:________________________________________
                                    Title:_____________________________________