EXHIBIT 4.22


THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  WITH THE  SECURITIES  AND EXCHANGE
COMMISSION  OR THE  SECURITIES  COMMISSION  OF ANY  STATE  IN  RELIANCE  UPON AN
EXEMPTION  FROM  REGISTRATION  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN  AVAILABLE   EXEMPTION  FROM,  OR  IN  A  TRANSACTION  NOT  SUBJECT  TO,  THE
REGISTRATION   REQUIREMENTS  OF  THE  SECURITIES  ACT  AND  IN  ACCORDANCE  WITH
APPLICABLE  STATE  SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE  TRANSFEROR  TO SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY
ACCEPTABLE TO THE COMPANY.  THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN  ACCOUNT WITH A REGISTERED  BROKER-DEALER  OR OTHER LOAN WITH A
FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)
UNDER THE SECURITIES ACT.

No. PA__-__

                          COMMON STOCK PURCHASE WARRANT

                 To Purchase _________ Shares of Common Stock of

                             SmartServ Online, Inc.

          THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received,
Spencer Trask  Ventures,  Inc. (the "Holder"),  is entitled,  upon the terms and
subject to the limitations on exercise and the conditions hereinafter set forth,
at any time on or after February 13, 2004 (the "Initial  Exercise  Date") and on
or prior to the  close of  business  on the  fifth  anniversary  of the  Initial
Exercise Date (the "Termination Date") but not thereafter,  to subscribe for and
purchase from SmartServ Online, Inc., a Delaware corporation (the "Company"), up
to ________ shares (the "Warrant  Shares") of Common  Stock,  par value $.01 per
share, of the Company (the "Common  Stock").  The purchase price of one share of
Common Stock (the "Exercise Price") under this Warrant shall be $____ subject to
adjustment  hereunder.  The Exercise  Price and the number of Warrant Shares for
which the  Warrant is  exercisable  shall be subject to  adjustment  as provided
herein.  Capitalized  terms used and not otherwise defined herein shall have the
meanings set forth in those certain Subscription Agreement(s) (the "Subscription
Agreement"),  dated February 13, 2004,  between the Company and the  signatories
thereto.

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          1. Title to  Warrant.  Prior to the  Termination  Date and  subject to
compliance with applicable laws and Section 7 of this Warrant,  this Warrant and
all rights  hereunder  are  transferable,  in whole or in part, at the office or
agency of the  Company by the Holder in person or by duly  authorized  attorney,
upon surrender of this Warrant  together with the Assignment Form annexed hereto
properly  endorsed.  The transferee shall sign an investment  letter in form and
substance reasonably satisfactory to the Company.

          2.  Authorization  of Shares.  The Company  covenants that all Warrant
Shares which may be issued upon the exercise of the purchase rights  represented
by this Warrant will, upon exercise of the purchase  rights  represented by this
Warrant,  be duly authorized,  validly issued,  fully paid and nonassessable and
free from all taxes,  liens and charges in respect of the issue  thereof  (other
than taxes in  respect of any  transfer  occurring  contemporaneously  with such
issue).

          3. Exercise of Warrant.

          (a) Except as provided in Section 4 herein,  exercise of the  purchase
rights  represented by this Warrant may be made at any time or times on or after
the Initial Exercise Date and on or before the Termination Date by the surrender
of this Warrant and the Notice of Exercise Form annexed hereto duly executed, at
the office of the Company  (or such other  office or agency of the Company as it
may  designate by notice in writing to the  registered  Holder at the address of
such  Holder  appearing  on the books of the  Company)  and upon  payment of the
Exercise  Price of the shares  thereby  purchased by wire  transfer or cashier's
check drawn on a United States bank or by means of a cashless  exercise pursuant
to Section 3(c),  the Holder shall be entitled to receive a certificate  for the
number of Warrant Shares so purchased. Certificates for Warrant Shares purchased
hereunder  shall be delivered  to the Holder  within five (5) trading days after
the date on which this  Warrant  shall have been  exercised as  aforesaid.  This
Warrant  shall  be  deemed  to have  been  exercised  and  such  certificate  or
certificates shall be deemed to have been issued, and Holder or any other person
so  designated  to be named  therein  shall be deemed to have become a holder of
record of such  shares for all  purposes,  as of the date the  Warrant  has been
exercised by payment to the Company of the Exercise Price and all taxes required
to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of
such  shares,  have been paid.  If the Company  fails to deliver to the Holder a
certificate or  certificates  representing  the Warrant Shares  pursuant to this
Section 3(a) by the fifth trading day after the date of exercise (the  "Exercise
Delivery  Date),  then the Holder will have the right to rescind  such  exercise
upon  written  notice  to the  Company  sent not more  than  five  trading  days
following the Exercise Delivery Date.

          (b) If this Warrant  shall have been  exercised  in part,  the Company
shall, at the time of delivery of the  certificate or certificates  representing
Warrant Shares,  deliver to Holder a new Warrant evidencing the rights of Holder
to purchase the unpurchased Warrant Shares called for by this Warrant, which new
Warrant shall in all other respects be identical with this Warrant.

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<PAGE>

          (c) At any time  after  the date of  issuance  of this  Warrant,  this
Warrant  may also be  exercised,  in whole or in part,  at any time prior to the
Termination Date, by means of a "cashless exercise" in which the Holder shall be
entitled to receive a certificate  for the number of Warrant Shares equal to the
quotient obtained by dividing [(A-B) (X)] by (A), where:

     (A) = the closing bid price on the trading day  preceding  the date of such
           election;

     (B) = the Exercise Price of the Warrants, as adjusted; and

     (X) = the number of Warrant  Shares  issuable upon exercise of the Warrants
           in accordance with the terms of this Warrant.

          4. No  Fractional  Shares  or  Scrip.  No  fractional  shares or scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.  As to any fraction of a share which Holder would otherwise be entitled
to purchase  upon such  exercise,  the Company  shall pay a cash  adjustment  in
respect of such final fraction in an amount equal to such fraction multiplied by
the Exercise Price.

          5. Charges,  Taxes and Expenses.  Issuance of certificates for Warrant
Shares shall be made without  charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such certificate,  all
of which taxes and expenses shall be paid by the Company,  and such certificates
shall be  issued  in the name of the  Holder  or in such name or names as may be
directed by the Holder;  provided,  however,  that in the event certificates for
Warrant  Shares are to be issued in a name  other  than the name of the  Holder,
this  Warrant  when  surrendered  for  exercise  shall  be  accompanied  by  the
Assignment Form attached hereto duly executed by the Holder; and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.

          6. Closing of Books. The Company will not close its stockholder  books
or records in any manner  which  prevents the timely  exercise of this  Warrant,
pursuant to the terms hereof.

          7. Transfer, Division and Combination.

          (a) Subject to compliance with any applicable  securities laws and the
conditions set forth in Sections 1 and 7(e) hereof,  this Warrant and all rights
hereunder are transferable,  in whole or in part, upon surrender of this Warrant
at the principal  office of the Company,  together with a written  assignment of
this Warrant  substantially  in the form  attached  hereto duly  executed by the
Holder or its agent or attorney and funds  sufficient to pay any transfer  taxes
payable upon the making of such transfer.  Upon such surrender and, if required,
such payment, the Company shall execute and deliver a new Warrant or Warrants in
the name of the assignee or assignees and in the  denomination or  denominations
specified in such  instrument of  assignment,  and shall issue to the assignor a
new Warrant  evidencing  the portion of this Warrant not so  assigned,  and this
Warrant shall promptly be cancelled.  A Warrant,  if properly  assigned,  may be
exercised by a new holder for the purchase of Warrant  Shares  without  having a
new Warrant issued.

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<PAGE>

          (b) This Warrant may be divided or combined  with other  Warrants upon
presentation  hereof at the  aforesaid  office of the Company,  together  with a
written notice  specifying the names and denominations in which new Warrants are
to be  issued,  signed  by the  Holder  or its  agent or  attorney.  Subject  to
compliance  with Section 7(a), as to any transfer  which may be involved in such
division or combination,  the Company shall execute and deliver a new Warrant or
Warrants  in  exchange  for the Warrant or Warrants to be divided or combined in
accordance with such notice.

          (c) The Company  shall  prepare,  issue and deliver at its own expense
(other than transfer taxes) the new Warrant or Warrants under this Section 7.

          (d) The Company agrees to maintain, at its aforesaid office, books for
the registration and the registration of transfer of the Warrants.

          (e) If, at the time of the  surrender  of this  Warrant in  connection
with any transfer of this  Warrant,  the  transfer of this Warrant  shall not be
registered pursuant to an effective  registration statement under the Securities
Act and under  applicable  state  securities  or blue sky laws,  the Company may
require,  as a  condition  of  allowing  such  transfer  (i) that the  Holder or
transferee of this Warrant, as the case may be, furnish to the Company a written
opinion  of  counsel  (which  opinion  shall be in  form,  substance  and  scope
customary for opinions of counsel in comparable transactions) to the effect that
such  transfer may be made without  registration  under the  Securities  Act and
under  applicable  state  securities  or blue sky laws,  (ii) that the holder or
transferee  execute and deliver to the Company an investment  letter in form and
substance  acceptable  to the  Company  and  (iii)  that  the  transferee  be an
"accredited investor" as defined in Rule 501(a) promulgated under the Securities
Act.

          8. No Rights as  Shareholder  until  Exercise.  This  Warrant does not
entitle the Holder to any voting rights or other rights as a shareholder  of the
Company prior to the exercise hereof. Upon the surrender of this Warrant and the
payment of the aggregate  Exercise  Price (or by means of a cashless  exercise),
the  Warrant  Shares  so  purchased  shall be and be deemed to be issued to such
Holder as the record  owner of such  shares as of the close of  business  on the
later of the date of such surrender or payment.

          9. Loss,  Theft,  Destruction  or Mutilation  of Warrant.  The Company
covenants that upon receipt by the Company of evidence  reasonably  satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock
certificate  relating  to the  Warrant  Shares,  and in case of  loss,  theft or
destruction,  of indemnity or security reasonably  satisfactory to it (which, in
the case of the  Warrant,  shall not include the posting of any bond),  and upon
surrender and cancellation of such Warrant or stock  certificate,  if mutilated,
the Company  will make and deliver a new  Warrant or stock  certificate  of like
tenor  and  dated  as of such  cancellation,  in lieu of such  Warrant  or stock
certificate.

          10. Saturdays,  Sundays,  Holidays,  etc. If the last or appointed day
for the taking of any action or the  expiration of any right required or granted
herein  shall be a  Saturday,  Sunday or a legal  holiday  on which the New York
Stock  Exchange  is closed,  then such  action may be taken or such right may be
exercised on the next succeeding day not a Saturday,  Sunday or legal holiday on
which the New York Stock Exchange is closed.

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<PAGE>

          11. Adjustments of Exercise Price and Number of Warrant Shares.

          (a) The number and kind of securities purchasable upon the exercise of
this Warrant and the Exercise Price shall be subject to adjustment  from time to
time upon the happening of any of the  following.  In case the Company shall (i)
pay a dividend  in shares of Common  Stock or make a  distribution  in shares of
Common Stock to holders of its  outstanding  Common  Stock,  (ii)  subdivide its
outstanding  shares  of Common  Stock  into a greater  number of  shares,  (iii)
combine its  outstanding  shares of Common Stock into a smaller number of shares
of  Common  Stock,  or  (iv)  issue  any  shares  of  its  capital  stock  in  a
reclassification  of the  Common  Stock,  then  the  number  of  Warrant  Shares
purchasable  upon  exercise of this Warrant  immediately  prior thereto shall be
adjusted so that the Holder  shall be entitled to receive the kind and number of
Warrant  Shares or other  securities of the Company which it would have owned or
have been  entitled  to  receive  had such  Warrant  been  exercised  in advance
thereof.  Upon each such  adjustment of the kind and number of Warrant Shares or
other  securities of the Company  which are  purchasable  hereunder,  the Holder
shall  thereafter be entitled to purchase the number of Warrant  Shares or other
securities resulting from such adjustment at an Exercise Price per Warrant Share
or  other  security  obtained  by  multiplying  the  Exercise  Price  in  effect
immediately prior to such adjustment by the number of Warrant Shares purchasable
pursuant hereto  immediately prior to such adjustment and dividing by the number
of  Warrant  Shares  or other  securities  of the  Company  resulting  from such
adjustment. An adjustment made pursuant to this paragraph shall become effective
immediately  after the effective  date of such event  retroactive  to the record
date, if any, for such event.

          (b) Exercise Price Adjustment.  (i) If and whenever the Company issues
or sells,  or is deemed to have issued or sold, any Additional  Shares of Common
Stock for an effective  consideration  per share of less than the then  Exercise
Price or for no consideration (such lower price, the "Base Share Price" and such
issuances collectively,  a "Dilutive Issuance"),  then, the Exercise Price shall
be multiplied by a fraction of which the numerator shall be the number of shares
of Common Stock Outstanding  immediately prior to the Dilutive Issuance plus the
number of shares of Common  Stock which the  aggregate  offering  price for such
Dilutive Issuance  (assuming receipt by the Company in full of all consideration
payable upon exercise of such rights, options or warrants) would purchase at the
Exercise  Price,  and the denominator of which shall be the sum of the number of
shares of Common Stock  Outstanding  immediately  prior to the Dilutive Issuance
plus the number of shares of Common  Stock so issued or issuable  in  connection
with the Dilutive  Issuance;  provided,  that for purposes hereof, all shares of
Common Stock that are issuable upon conversion,  exercise or exchange of Capital
Share Equivalents shall be deemed outstanding  immediately after the issuance of
such Common Stock.  Such adjustment shall be made whenever such shares of Common
Stock or Capital  Share  Equivalents  are issued.  For  purposes of this Section
11(b),  "Common  Stock  Outstanding"  as of a given  date shall be the number of
shares  of  Common  Stock  (excluding   treasury  shares,  if  any)  issued  and
outstanding.  Upon  each  adjustment  of  the  Exercise  Price  pursuant  to the
provisions of this Section 11(b), the number of Warrant Shares issuable upon the
exercise  of this  Warrant  shall be  adjusted  to the  nearest  full  amount by
multiplying a number equal to the Exercise Price in effect  immediately prior to
such  adjustment by the number of Warrant  Shares  issuable upon exercise of the
Warrants  immediately  prior to such  adjustment  and  dividing  the  product so
obtained by the adjusted Exercise Price.

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<PAGE>


          (c) As used herein:

                    "Additional Shares of Common Stock" shall mean all shares of
                    Common  Stock  issued or deemed to be issued by the  Company
                    after the date hereof which  represent a Dilutive  Issuance.
                    If the Company issues any Options or Convertible  Securities
                    (as  hereinafter  defined),  the maximum number of shares of
                    Common  Stock  issuable  thereunder,  shall be  deemed to be
                    Additional  Shares of Common  Stock issued as of the time of
                    such  issue,  if  the   consideration   per  share  of  such
                    Additional   Shares   of  Common   Stock   (as   hereinafter
                    determined)  is less than  then-applicable  Exercise  Price,
                    until such time as such  Options or  Convertible  Securities
                    shall  terminate or be  exercised  or converted  into Common
                    Stock,  upon which time the number of shares of Common Stock
                    actually  thereupon  issued shall be deemed to be Additional
                    Shares of Common Stock.  The Company shall be deemed to have
                    issued  the  maximum   number  of  shares  of  Common  Stock
                    potentially    underlying   any   Options   or   Convertible
                    Securities.  Notwithstanding  the foregoing,  no issuance or
                    deemed  issuance  nor Common Stock or options or warrants to
                    purchase  Common Stock issued to (i) officers,  directors or
                    employees of or consultants  to the Company  pursuant to any
                    compensation agreement,  plan or arrangement or the issuance
                    of Common  Stock upon the  exercise  of any such  options or
                    warrants,  provided such securities were issued prior to the
                    date  hereof or  pursuant  to a stock  option  plan that was
                    approved by the board of directors  (ii) upon  conversion of
                    existing convertible  securities  outstanding as of the date
                    hereof; (iii) upon exercise of outstanding warrants existing
                    as  of  the  date  hereof  or  this  warrant;  and  (iv)  an
                    institution  or  bank  lender  in  connection  with  a  loan
                    transaction or equipment lease,

                    shall be deemed the issuance of Additional  Shares of Common
                    Stock.

                    "Options"   shall  mean  rights,   options  or  warrants  to
                    subscribe for,  purchase or otherwise  acquire either Common
                    Stock or Convertible Securities.

                    "Convertible   Securities"   shall  mean  any  evidences  of
                    indebtedness,  shares  (other  than  Common  Stock) or other
                    securities  directly  or  indirectly   convertible  into  or
                    exchangeable for Common Stock.

With respect to Options and Convertible Securities, "Consideration" per share of
Additional  Shares  of  Common  Stock  shall be  determined  by  adding  (x) the
aggregate  consideration  received upon  issuance of the Options or  Convertible
Securities  divided  by the number of shares  receivable  upon the  exercise  or
conversion thereof and (y) the minimum possible consideration per share received
per  share  upon  the  exercise,  conversion  or  exchange  of such  Options  or
Convertible Securities for shares of Common Stock.

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          12.  Reorganization,   Reclassification,   Merger,   Consolidation  or
Disposition  of  Assets.  In case the  Company  shall  reorganize  its  capital,
reclassify  its  capital  stock,  consolidate  or  merge  with or  into  another
corporation  (where the Company is not the surviving  corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business  to another  corporation  and,  pursuant to the terms of such
reorganization,   reclassification,  merger,  consolidation  or  disposition  of
assets, shares of common stock of the successor or acquiring corporation, or any
cash,  shares of stock or other securities or property of any nature  whatsoever
(including  warrants or other subscription or purchase rights) in addition to or
in lieu of  common  stock of the  successor  or  acquiring  corporation  ("Other
Property"),  are to be received by or distributed to the holders of Common Stock
of the Company,  then the Holder shall have the right thereafter to receive,  at
the option of the Holder,  upon proper  exercise of this Warrant,  the number of
shares of common  stock of the  successor  or  acquiring  corporation  or of the
Company, if it is the surviving corporation,  and Other Property receivable upon
or as a result of such reorganization,  reclassification,  merger, consolidation
or disposition of assets by a Holder of the number of shares of Common Stock for
which this Warrant is exercisable  immediately  prior to such event.  In case of
any such reorganization,  reclassification, merger, consolidation or disposition
of assets,  the successor or acquiring  corporation  (if other than the Company)
shall  assume  this  Warrant,  subject  to such  modifications  as may be deemed
appropriate (as determined in good faith by resolution of the Board of Directors
of the Company) in order to provide for  adjustments of Warrant Shares for which
this Warrant is exercisable  which shall be as nearly  equivalent as practicable
to the adjustments provided for in this Section 12. For purposes of this Section
12, "common stock of the successor or acquiring corporation" shall include stock
of such  corporation  of any class which is not  preferred  as to  dividends  or
assets  over any  other  class of stock  of such  corporation  and  which is not
subject to  redemption  and shall also include any  evidences  of  indebtedness,
shares of stock or other  securities  which are convertible into or exchangeable
for any such stock,  either  immediately or upon the arrival of a specified date
or the  happening  of a  specified  event and any  warrants  or other  rights to
subscribe  for or purchase  any such stock.  The  foregoing  provisions  of this
Section   12   shall    similarly    apply   to   successive    reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

          13. Voluntary  Adjustment by the Company.  The Company may at any time
during the term of this Warrant  reduce the then current  Exercise  Price to any
amount and for any period of time deemed  appropriate  by the Board of Directors
of the Company.

          14.  Notice of  Adjustment.  Whenever the number of Warrant  Shares or
number or kind of securities or other property  purchasable upon the exercise of
this Warrant or the Exercise Price is adjusted, as herein provided,  the Company
shall give notice thereof to the Holder,  which notice shall state the number of
Warrant Shares (and other securities or property)  purchasable upon the exercise
of this  Warrant  and the  Exercise  Price of such  Warrant  Shares  (and  other
securities or property) after such  adjustment,  setting forth a brief statement
of the facts  requiring  such  adjustment  and setting forth the  computation by
which such adjustment was made.

          15. Notice of Corporate Action. If at any time:

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                    (a) the  Company  shall take a record of the  holders of its
          Common Stock for the purpose of  entitling  them to receive a dividend
          or other  distribution,  or any right to subscribe for or purchase any
          evidences of its indebtedness, any shares of stock of any class or any
          other securities or property, or to receive any other right, or

                    (b)  there  shall  be  any  capital  reorganization  of  the
          Company, any reclassification or recapitalization of the capital stock
          of the Company or any  consolidation or merger of the Company with, or
          any sale,  transfer or other  disposition of all or substantially  all
          the  property,   assets  or  business  of  the  Company  to,   another
          corporation or,

                    (c) there shall be a voluntary or  involuntary  dissolution,
          liquidation or winding up of the Company;

then,  in any one or more of such  cases (but not in such cases if the rights of
the Holder or holders of Common Stock will not be materially  affected  thereby,
as for  example  in the case of a merger to effect a change  of  domicile),  the
Company shall give to Holder (i) at least 20 days' prior  written  notice of the
date on which a record date shall be selected for such dividend, distribution or
right or for determining  rights to vote in respect of any such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
liquidation  or  winding  up,  and (ii) in the case of any such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding up, at least 20 days' prior written notice
of the date when the same shall take place.  Such notice in accordance  with the
foregoing  clause also shall specify (i) the date on which any such record is to
be taken for the purpose of such dividend,  distribution  or right,  the date on
which the  holders  of Common  Stock  shall be  entitled  to any such  dividend,
distribution or right, and the amount and character  thereof,  and (ii) the date
on which any such reorganization, reclassification, merger, consolidation, sale,
transfer, disposition,  dissolution,  liquidation or winding up is to take place
and the time, if any such time is to be fixed, as of which the holders of Common
Stock shall be entitled to exchange their Warrant Shares for securities or other
property deliverable upon such disposition,  dissolution, liquidation or winding
up. Each such written notice shall be sufficiently  given if addressed to Holder
at the  last  address  of  Holder  appearing  on the  books of the  Company  and
delivered in accordance with Section 17(d).

          16.  Authorized  Shares.  The Company covenants that during the period
the Warrant is  outstanding,  it will reserve from its  authorized  and unissued
Common  Stock a  sufficient  number of shares to provide for the issuance of the
Warrant Shares upon the exercise of any purchase rights under this Warrant.  The
Company  further  covenants  that its issuance of this Warrant shall  constitute
full authority to its officers who are charged with the duty of executing  stock
certificates  to execute and issue the  necessary  certificates  for the Warrant
Shares upon the exercise of the purchase rights under this Warrant.  The Company
will take all such  reasonable  action as may be  necessary  to assure that such
Warrant  Shares  may be issued  as  provided  herein  without  violation  of any
applicable law or regulation,  or of any requirements of the trading market upon
which the Common Stock may be listed.

          Except and to the extent as waived or consented to by the Holder,  the
Company shall not by any action,  including,  without  limitation,  amending its
certificate of

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<PAGE>

incorporation or through any reorganization,  transfer of assets, consolidation,
merger, dissolution,  issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Warrant,  but will at all times in good faith  assist in the carrying out of all
such  terms  and in the  taking  of all  such  actions  as may be  necessary  or
appropriate to protect the rights of Holder as set forth in this Warrant against
impairment.  Without limiting the generality of the foregoing,  the Company will
(a) not  increase the par value of any Warrant  Shares above the amount  payable
therefor upon such exercise immediately prior to such increase in par value, (b)
take all such  action  as may be  necessary  or  appropriate  in order  that the
Company  may validly and  legally  issue  fully paid and  nonassessable  Warrant
Shares upon the exercise of this Warrant,  and (c) use  commercially  reasonable
efforts to obtain  all such  authorizations,  exemptions  or  consents  from any
public regulatory body having jurisdiction thereof as may be necessary to enable
the Company to perform its obligations under this Warrant.

          Before  taking any action which would result in an  adjustment  in the
number of  Warrant  Shares  for which  this  Warrant  is  exercisable  or in the
Exercise Price, the Company shall obtain all such  authorizations  or exemptions
thereof,  or consents  thereto,  as may be necessary from any public  regulatory
body or bodies having jurisdiction thereof.

          17. Miscellaneous.


          (a)  Jurisdiction.  This Warrant shall constitute a contract under the
laws of New York, without regard to its conflict of law principles or rules.

          (b)  Restrictions.  The Holder  acknowledges  that the Warrant  Shares
acquired  upon the  exercise  of this  Warrant,  if not  registered,  will  have
restrictions upon resale imposed by state and federal securities laws.

          (c)  Nonwaiver  and  Expenses.  No course of  dealing  or any delay or
failure to exercise any right hereunder on the part of Holder shall operate as a
waiver of such right or otherwise prejudice Holder's rights, powers or remedies,
notwithstanding  all rights hereunder  terminate on the Termination Date. If the
Company  willfully  and  knowingly  fails to comply with any  provision  of this
Warrant,  which results in any material damages to the Holder, the Company shall
pay to  Holder  such  amounts  as shall be  sufficient  to cover  any  costs and
expenses including,  but not limited to, reasonable  attorneys' fees,  including
those of appellate proceedings, incurred by Holder in collecting any amounts due
pursuant hereto or in otherwise enforcing any of its rights,  powers or remedies
hereunder.

          (d)  Notices.  Any  notice,  request  or other  document  required  or
permitted  to be  given or  delivered  to the  Holder  by the  Company  shall be
delivered  in  accordance  with  the  notice   provisions  of  the  Subscription
Agreement.

          (e) Limitation of Liability.  No provision  hereof,  in the absence of
any  affirmative  action by Holder to exercise this Warrant or purchase  Warrant
Shares, and no enumeration  herein of the rights or privileges of Holder,  shall
give rise to any liability of Holder

                                       9
<PAGE>

for the purchase  price of any Common Stock or as a stockholder  of the Company,
whether  such  liability  is  asserted  by the  Company or by  creditors  of the
Company.

          (f) Remedies.  Holder,  in addition to being  entitled to exercise all
rights  granted by law,  including  recovery  of  damages,  will be  entitled to
specific  performance of its rights under this Warrant.  The Company agrees that
monetary  damages  would not be adequate  compensation  for any loss incurred by
reason of a breach by it of the  provisions of this Warrant and hereby agrees to
waive the defense in any action for  specific  performance  that a remedy at law
would be adequate.

          (g) Successors  and Assigns.  Subject to applicable  securities  laws,
this Warrant and the rights and obligations  evidenced hereby shall inure to the
benefit of and be binding upon the  successors of the Company and the successors
and permitted assigns of Holder.  The provisions of this Warrant are intended to
be for the benefit of all Holders from time to time of this Warrant and shall be
enforceable by any such Holder or holder of Warrant Shares.

          (h)  Amendment.  This  Warrant  may  be  modified  or  amended  or the
provisions hereof waived with the written consent of the Company and the Holder.

          (i) Severability.  Wherever  possible,  each provision of this Warrant
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law, but if any  provision of this Warrant shall be prohibited by or
invalid under  applicable law, such provision shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provisions or the remaining provisions of this Warrant.

          (j)  Headings.   The  headings  used  in  this  Warrant  are  for  the
convenience of reference  only and shall not, for any purpose,  be deemed a part
of this Warrant.

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

                                       10
<PAGE>

          IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officer thereunto duly authorized.


Dated:  February ___, 2004

                                SMARTSERV ONLINE, INC.



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


                                       11
<PAGE>

                               NOTICE OF EXERCISE

To:      SmartServ Online, Inc.

          (1)______The  undersigned  hereby elects to purchase  ________ Warrant
Shares of SmartServ  Online,  Inc. pursuant to the terms of the attached Warrant
(only if exercised in full), and tenders herewith payment of the exercise price,
together with all applicable transfer taxes, if any.

          (2)______Payment shall take the form of (check applicable box):

                    [ ] in lawful money of the United States; or

                    [ ] the  cancellation of such number of Warrant Shares as is
                    necessary,  in  accordance  with the  formula  set  forth in
                    subsection  3(c),  to exercise  this Warrant with respect to
                    the maximum number of Warrant Shares purchasable pursuant to
                    the  cashless  exercise  procedure  set forth in  subsection
                    3(c).

          (3)______Please issue a certificate or certificates  representing said
Warrant  Shares  in the  name of the  undersigned  or in such  other  name as is
specified below:

Name:            _______________________________

Address:         _______________________________

                 _______________________________

SS or Tax        _______________________________

ID number:       _______________________________


The Warrant Shares shall be delivered to the following:

            _______________________________

            _______________________________

            _______________________________


                                        [Warrant holder]

                                        By: ______________________________
                                            Name:
                                            Title:

                                        Dated:  ________________________

<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



          FOR VALUE  RECEIVED,  the foregoing  Warrant and all rights  evidenced
thereby are hereby assigned to


_______________________________________________ whose address is

_______________________________________________________________________.


_______________________________________________________________________

                                                Dated:  ______________, _______

                Holder's Signature:       _____________________________

                Holder's Address:         _____________________________

                                          _____________________________

Signature Guaranteed:  ___________________________________________


NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.