EXHIBIT 4.21

NUMBER                                                                    SHARES


                             SMARTSERV ONLINE, INC.
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
                      SERIES A CONVERTIBLE PREFERRED STOCK
                            Par Value $.01 Per Share



THIS CERTIFIES THAT _____________________________________________________ is the
owner of _________________________________________________________ shares of the
SERIES A CONVERTIBLE  PREFERRED STOCK of SMARTSERV ONLINE,  INC., fully paid and
non-assessable,  transferable  only on the books of the Corporation in person or
by Attorney upon surrender of this Certificate properly endorsed.

          The Corporation will furnish without charge to each stockholder who so
requests,  a statement of the powers,  designations,  preferences  and relative,
participating,  optional,  or other  special  rights  of each  class of stock or
series  thereof and the  qualifications,  limitations  or  restrictions  of such
preferences and/or rights.

          IN WITNESS  WHEREOF,  the said Corporation has caused this Certificate
to be  signed  by its duly  authorized  officers  and its  Corporate  Seal to be
hereunto affixed this ________ day of ______________ A.D.___________.



--------------------------------            ------------------------------------
                Secretary                                       President


<PAGE>

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.








          The following abbreviations,  when used in the inscription on the face
of this certificate,  shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>                                               <C>
TEN COM - as tenants in common                     UNIF GIFT MIN ACT -.........Custodian........under
TEN ENT - as tenants by entireties                                     (Cust)           (Minor)
JT TEN - as joint tenants with right of survivorship            Uniform Gifts to Minors Act......
         and not as tenants in common                                                      (State)
                   Additional abbreviations may also be used though not listed above.
</TABLE>


For Value Received, ________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
---------------------
---------------------___________________________________________________________
________________________________________________________________________________

Shares  represented  by  the  within  Certificate,  and  do  hereby  irrevocably
constitute  and  appoint _______________________________________________________
Attorney  to  transfer  the  said  Shares  on  the  books  of the  within  named
Corporation with full power of substitution in the premises.
   Dated ______________________
                In the presence of __________________________________________

NOTICE - THE  SIGNATURE  OF THIS  ASSIGNMENT  MUST  CORRESPOND  WITH THE NAME AS
WRITTEN  UPON  THE  FACE  OF  THE  CERTIFICATE,  IN  EVERY  PARTICULAR,  WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.