SECOND LEASE MODIFICATION AND
                          -----------------------------
                               EXTENSION AGREEMENT
                               -------------------

                  SECOND  LEASE  MODIFICATION  AND  EXTENSION  AGREEMENT  ("this
Second  Amendment") made as of this 29th day of June, 2000,  between ONE STATION
PLACE, LIMITED PARTNERSHIP, a Connecticut limited partnership with an office c/o
W&M Properties of Connecticut,  Inc., One Station Place,  Stamford,  Connecticut
06902  (hereinafter  called  "Landlord"),  and SMARTSERV ONLINE,  INC. (formerly
known as SmartPhone Communications, Inc.), a Delaware corporation with an office
at One Station Place, Stamford, Connecticut 06902 ("Tenant")

                               W I T N E S S T H:
                               - - - - - - - - -

                  Landlord and Tenant are the landlord and tenant, respectively,
under a certain Lease dated as of March 4, 1994 as amended by that certain Lease
Modification  and Extension  Agreement  dated as of February 6, 1996 (the "First
Amendment")  (together,  the "Lease"),  which Lease covers 6,306 rentable square
feet of space (the  "Existing  Space") on the fifth (5th) floor in the  building
known  as  Metro  Center,  One  Station  Place,  Stamford,   Connecticut,   (the
"Building"),

                  The Lease term is currently scheduled to expire on October 31,
2002.

                  The  parties  hereto  wish to extend the term of the Lease and
amend the Lease so as to add to the Existing Space two units  aggregating  4,127
rentable  square feet of space located on the first (1st) floor of the Building,
as more  particularly  shown on the floor plan attached as Schedule I hereto and
made a part hereof.  One such unit comprises  2,200 rentable  square feet and is
shown as outlined in red on  Schedule I (the "First  Additional  Space") and the
second such unit consists of 1,927 rentable square feet and is shown as outlined
in blue on Schedule I (the "Second Additional Space").

                  In connection with the leasing of such units, the parties have
agreed to make various modifications to the Lease, as hereinafter set forth:

                  NOW, THEREFORE, in consideration of the mutual premises herein
contained,  and for other good and valuable consideration,  the receipt of which
is hereby acknowledged, the parties hereto agree that the Lease be, and that the
same hereby is modified and amended as follows:

                  1. In modification of the  "WITNESSETH"  section of the Lease,
the term of the Lease is hereby extended  through October 31, 2010 or until such
term shall  sooner cease and  terminate  as  elsewhere  provided in the Lease as
modified by this Second Amendment.

                  2. In  modification  of Exhibit  A-2 and  Section  1.06 of the
Lease of March 4,  1994 and  Section  2 of the First  Amendment,  the  following
provisions shall apply:

<PAGE>

                  (i)  Commencing  on the  earlier of (a) August 1, 2000 and (b)
the date that Tenant  accepts  possession  of the First  Additional  Space (such
earlier date being the "First Additional Space Commencement  Date"), the demised
premises shall be deemed to consist of 8,506 rentable  square feet and the First
Additional  Space shall be deemed part of the demised  premises for all purposes
under the Lease.

                  (ii)  Commencing on the earlier of (a) October 1, 2000 and (b)
the date that Tenant  accepts  possession of the Second  Additional  Space (such
earlier date being the "Second Additional Space Commencement Date"), the demised
premises  shall be deemed to  consist  of 10,433  rentable  square  feet and the
Second  Additional  Space shall be deemed part of the demised  premises  for all
purposes under the Lease.

                  Landlord shall, in accordance with the foregoing,  fix each of
the  First  Additional  Space  Commencement  Date and  Second  Additional  Space
Commencement  Date (each an  "Additional  Space  Commencement  Date") and notify
Tenant of the dates so fixed. When each such Additional Space  Commencement Date
has so been  determined,  the  parties  hereto  shall,  within  thirty (30) days
thereafter,  at Landlord's request,  execute a written agreement confirming such
date as the relevant  Additional  Space  Commencement  Date.  Any failure of the
parties to execute  such  written  agreement  shall not affect the  validity  of
either the First Additional Space  Commencement  Date or Second Additional Space
Commencement Date as fixed and determined by Landlord, as aforesaid.

                  3. In  modification  of Section  1.01 of the  Lease,  from and
after the date of this  Second  Amendment,  the  fixed  annual  rent  (excluding
electricity) for the demised premises shall be:

                     (i) with respect to the Existing Space:

                         (a)  from  the date of this  Second  Amendment  through
                  October 31,  2002,  at the rates set forth in Section 3 of the
                  First Amendment;

                         (b) from November 1, 2002 through October 31, 2003, the
                  sum of $245,934.00 per annum;

                         (c) from November 1, 2003 through October 31, 2004, the
                  sum of $252,240.00 per annum;

                         (d) from November 1, 2004 through October 31, 2005, the
                  sum of $258,546.00 per annum;

                         (e) from November 1, 2005 through October 31, 2006, the
                  sum of $264,852.00 per annum;

                         (f) from November 1, 2006 through October 31, 2007, the
                  sum of $271,158.00 per annum;

                         (g) from November 1, 2007 through October 31, 2008, the
                  sum of $277,464.00 per annum;

                                      -2-
<PAGE>

                         (h) from November 1, 2008 through October 31, 2009, the
                  sum of $283,770.00 per annum; and

                         (i) from November 1, 2009 through October 31, 2010, the
                  sum of $290,076.00 per annum.

                     (ii) with respect to the First Additional Space:

                         (a) from the First Additional Space  Commencement  Date
                  through July 31, 2001,  the sum of $83,600.00  per annum,  the
                  first  monthly  installment  of which is being  paid  upon the
                  execution hereof;

                         (b) from August 1, 2001 through July 31, 2002,  the sum
                  of $85,800.00 per annum;

                         (c) from August 1, 2002 through July 31, 2003,  the sum
                  of $88,000.00 per annum;

                         (d) from August 1, 2003 through July 31, 2004,  the sum
                  of $90,200.00 per annum;

                         (e) from August 1, 2004 through July 31, 2005,  the sum
                  of $92,400.00 per annum;

                         (f) from August 1, 2005 through July 31, 2006,  the sum
                  of $94,600.00 per annum;

                         (g) from August 1, 2006 through July 31, 2007,  the sum
                  of $96,800.00 per annum;

                         (h) from August 1, 2007 through July 31, 2008,  the sum
                  of $99,000.00 per annum;

                         (i) from August 1, 2008 through July 31, 2009,  the sum
                  of $101,200.00 per annum;

                         (j) from August 1, 2009 through July 31, 2010,  the sum
                  of $103,400.00 per annum; and

                         (k) from August 1, 2010 through  October 31, 2010,  the
                  sum of $26,400.00 for all three months.

                     (iii) with respect to the Second Additional Space:

                         (a) from the Second Additional Space  Commencement Date
                  through  September 30, 2001,  the sum of $73,226.00 per annum,
                  the first monthly  installment of which is being paid upon the
                  execution hereof;

                                      -3-
<PAGE>

                         (b) from  October 1, 2001 through  September  30, 2002,
                  the sum of $75,153.00 per annum;

                         (c) from  October 1, 2002 through  September  30, 2003,
                  the sum of $77,080.00 per annum;

                         (d) from  October 1, 2003 through  September  30, 2004,
                  the sum of $79,007.00 per annum;

                         (e) from  October 1, 2004 through  September  30, 2005,
                  the sum of $80,934.00 per annum;

                         (f) from  October 1, 2005 through  September  30, 2006,
                  the sum of $82,861.00 per annum;

                         (g) from  October 1, 2006 through  September  30, 2007,
                  the sum of $84,788.00 per annum;

                         (h) from  October 1, 2007 through  September  30, 2008,
                  the sum of $86,715.00 per annum;

                         (i) from  October 1, 2008 through  September  30, 2009,
                  the sum of $88,642.00 per annum;

                         (j) from  October 1, 2009 through  September  30, 2010,
                  the sum of $90,569.00 per annum; and

                         (k) from October 1, 2010 through  October 31, 2010, the
                  sum of $7,708.00.

                  4. Notwithstanding  anything herein set forth to the contrary,
if Landlord shall fail to tender possession of the First Additional Space or the
Second Additional Space by the relevant Additional Space Commencement Date, then
Tenant  shall  receive a credit of one (1) day's fixed  annual rent for each day
that such tendering of possession is so delayed.

                  5.  Section 4 of the First  Amendment  shall be of no force or
effect from and after November 1, 2002.

                  6. In  modification  of Section  4.03 of the  Lease,  from and
after the Second Additional Space Commencement Date, so long as Tenant is not in
default beyond any grace period under the terms, covenants and conditions of the
Lease,  as hereby  amended,  Landlord  will  provide  Tenant  with access to the
parking area for the parking of an aggregate of twenty-six  (26)  automobiles at
no charge.  Two (2) of said parking spaces shall be marked reserved for Tenant's
exclusive use.

                  7.  Article 5 of the Lease shall  apply to the entire  demised
premises  throughout  the term with the  following  modifications  to apply,  as
follows:

                                      -4-
<PAGE>

                     (i) With  respect  to the  First  Additional  Space and the
Second Additional Space:

                         (a) the "Tax Base  Factor"  shall mean the real  estate
                  taxes for the period  beginning  on July 1, 2000 and ending on
                  June 30, 2001; and

                         (b) the term  "comparative  year" shall mean the fiscal
                  (tax) year  commencing  July 1, 2001 and ending  June 30 2002,
                  and each  subsequent  period of twelve  months,  or such other
                  period of twelve  months as  hereafter  may be  adopted by the
                  governmental  authority  as the  fiscal  (tax)  year  for real
                  estate tax purposes.

                     (ii)  With  respect  to  the  First  Additional  Space  The
Percentage shall be deemed to be .79%.

                     (iii)  With  respect  to the  Second  Additional  Space The
Percentage shall be deemed to be .69%.

                     (iv) With  respect to the  Existing  Space,  commencing  on
November 1, 2002, The Percentage shall remain unchanged and:

                         (a) the "Tax Base  Factor"  shall mean the real  estate
                  taxes for the period  beginning  on July 1, 2000 and ending on
                  June 30, 2001; and

                         (b) the term  "comparative  year" shall mean the fiscal
                  (tax) year  commencing  July 1, 2001 and ending  June 30 2002,
                  and each  subsequent  period of twelve  months,  or such other
                  period of twelve  months as  hereafter  may be  adopted by the
                  governmental  authority  as the  fiscal  (tax)  year  for real
                  estate tax purposes.

                  8.  Article 6 of the Lease shall  apply to the entire  demised
premises  throughout  the term with the  following  modifications  to apply,  as
follows:

                     (i) With  respect  to the  First  Additional  Space and the
Second Additional Space:

                         (a) the "Expense  Base Factor"  shall mean the expenses
                  for the calendar year 2000; and

                         (b) the term "comparative year" shall mean the calendar
                  year 2001 and each subsequent period of twelve months.

                     (ii)  With  respect  to  the  First  Additional  Space  The
Percentage shall be deemed to be .79%.

                     (iii)  With  respect  to the  Second  Additional  Space The
Percentage shall be deemed to be .69%.

                                      -5-
<PAGE>

                     (iv) With  respect to the  Existing  Space,  commencing  on
November 1, 2002, The Percentage shall remain unchanged and:

                         (a) the "Expense  Base Factor"  shall mean the expenses
                  for the calendar year 2000; and

                         (b) the term "comparative year" shall mean the calendar
                  year 2001 and each subsequent period of twelve months.

                  9.  Article  7 shall  apply  to the  entire  demised  premises
throughout the term. In  modification  of Article 7 of the Lease  (Electricity),
effective  as of each of the  First and  Second  Additional  Space  Commencement
Dates, ERIF shall also be charged with respect to the First Additional Space and
Second Additional Space at an initial rate of $2.19 per rentable square foot.

                  10. Tenant agrees to accept possession of the First Additional
Space in its "as is" condition on the First Additional Space  Commencement Date.
The  Existing  Space shall be accepted in its "as is"  condition  on November 1,
2002.  Landlord  shall have no obligation to perform any work or contribute  any
moneys for work or  installations  in either of such premises.  Tenant agrees to
accept possession of the Second Additional Space in its "as is" condition on the
Second Additional Space Commencement Date.  Landlord shall have no obligation to
perform  any work or  contribute  any  moneys for work or  installations  in the
Second  Additional  Premises,  except as  provided  in Section 11 of this Second
Amendment.

                  11. Article 33 is hereby deleted from the Lease. Provided that
Tenant  shall  not  then be in  default  of any  obligations  on its  part to be
performed  under  the  Lease,   Landlord  shall   contribute  up  to  $14,452.50
("Landlord's Contribution") for such leasehold improvements as Tenant may desire
to make to the Second  Additional  Space,  only, and further  provided that such
leasehold  improvements  are performed in accordance  with terms of Article 8 of
the Lease.  Landlord's  Contribution  shall be paid to the  general  contractor.
Tenant agrees to be responsible for and to pay all costs in excess of Landlord's
Contribution  for all such work and the entire cost of such work not included in
Landlord's  Contribution  shall be  payable  fifteen  (15)  business  days after
demand.  Landlord and Tenant agree that the general contractor for all such work
shall be W & M  Construction  Corporation.  The cost of such work shall include,
without limitation,  the costs of labor, materials and general conditions,  plus
ten percent  (10%) of the cost of such work for overhead and seven  percent (7%)
of the cost of such work (including overhead) for profit.

                  12. Tenant  represents and warrants that it neither  consulted
nor negotiated with any broker or finder with regard to this Second Amendment of
the  leasing  of the First or  Second  Additional  Space  other  than  Cushman &
Wakefield of CT., Inc. and W&M Properties of Connecticut,  Inc. Tenant agrees to
indemnify,  defend and save  Landlord  harmless  from and against any claims for
fees or commissions by anyone with whom Tenant has dealt in connection with this
Second Amendment  and/or the leasing of the First or Second  Additional Space or
otherwise  in  connection  with  this  Second  Amendment  other  than  Cushman &
Wakefield of CT., Inc. and W&M Properties of Connecticut,  Inc.  Landlord agrees
to pay any  commission  or fee due to Cushman & Wakefield  of CT.  Inc.  and W&M
Properties of  Connecticut,  Inc. for leasing

                                      -6-
<PAGE>

of the First or Second Additional Space and for the extension of the term of the
Lease pursuant to separate agreement.

                  13.  Each party  hereby  represents  that,  to the best of its
knowledge,  the other party is in full  compliance  with the Lease and is not in
default of any of its respective obligations under the Lease.

                  14. In further modification of the second paragraph of Article
35 of the Lease as modified by the First  Amendment,  the security deposit shall
be  increased  as  of  the  date  hereof  by  $131,548.13  to  an  aggregate  of
$202,490.63. If said increase is to be accounted for by a letter of credit, then
the letter of credit  heretofore  delivered  to Landlord  as security  under the
Lease shall be likewise  increased  and its expiry date shall be extended  until
November  30,  2010.  An  endorsement  to said letter of credit  effecting  such
modifications is being delivered simultaneously herewith to Landlord.

                  15.  Article 50 and  Article 51 are  hereby  deleted  from the
Lease.

                  16.  Tenant  shall  have a right  that may be  exercised  once
during  each of the  first  five (5)  calendar  years  from and  after the first
additional space commencement date to notify Landlord,  in writing,  that Tenant
desires  to  lease  additional  first  or  fifth  floor  space  adjacent  to and
contiguous  with any  portion of the demised  premises  (also  specifying  which
portion). If, after receipt of such Tenant's notice, any such space shall during
such calendar year become vacant and available for leasing (i.e., not then under
offer to a  proposed  tenant or subject to the  renewal or  expansion  option of
another tenant or subject to the right or privilege of any then existing tenant,
subtenant  or other  occupant to renew and extend its  occupancy of such space),
then provided  that Tenant is not then in default of any  obligation on its part
to be performed  under the Lease as amended by this Second  Amendment,  Landlord
shall notify  Tenant of the  availability  of such space for leasing.  If Tenant
shall notify Landlord within five (5) business days after Landlord's notice that
Tenant is interested in leasing such available  space,  then Landlord and Tenant
shall  negotiate  for not more  than ten (10) days the terms of a lease for such
available  space.  The  terms of lease  for such  available  space  shall not be
dependent  upon the terms or the form of the  Lease as  amended  by this  Second
Amendment.  If (i) Tenant  shall not have  timely  given any  notice  heretofore
referred to in this  Section 16 or (ii) if Landlord and Tenant have not executed
a lease for such  available  space  within  ten day  period,  time  being of the
essence with respect to all time periods,  then Landlord  shall be free to enter
into a lease of such  available  space with any other  person upon such terms as
Landlord in its absolute discretion may find acceptable.  The provisions of this
Section 16 are personal to the named Tenant herein and may not be assigned to or
exercised by any other person. Nothing herein shall be deemed to limit, restrict
or prohibit Landlord from granting any tenant an option to renew the term of its
lease or a right of first refusal or right of offer or option to match any offer
for such space (including,  without limitation,  any offer made pursuant to this
Section 16).  Notwithstanding  anything  heretofore  set forth to the  contrary,
space shall not be deemed to have become  available  for leasing if Landlord and
the then current or proposed new tenant, subtenant or other occupant of any such
space are negotiating the terms of a new or renewal lease for such space.

                  17. The demised  premises are deemed to be one unit consisting
of the Existing  Space,  the First  Additional  Space and the Second  Additional
Space and neither the separate

                                      -7-
<PAGE>

payment  schedules for the Existing  Space,  First  Additional  Space and Second
Additional  Space nor the fact that the  demised  premises  shall be  located on
non-contiguous  floors shall give rise to a claim that the demised  premises are
not one unit for the purposes of the Lease or that a default in paying rent with
regard to any such space is not a default under the Lease as to the whole of the
demised premises.

                  18. Except as herein modified, all of the terms, covenants and
conditions  of the  lease  are and shall  remain  in full  force and are  hereby
ratified and confirmed.

                  19.  All terms  used but not  defined  herein  shall  have the
meanings set forth in the Lease.

                  20.  The   provisions  of  the   WITNESSETH   paragraphs   are
incorporated  into the body of this Second  Amendment  and  Landlord  and Tenant
shall be bound by such provisions.

                  21. This Second  Amendment  shall be binding upon and inure to
the benefit of the parties hereto and their  respective  legal  representatives,
successors and permitted assigns.

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

                                  ONE STATION PLACE, LIMITED PARTNERSHIP,
                                  Landlord

WITNESS:                          By: W&M Properties of Connecticut, Inc., Agent


                                         By: /s/ Jeffrey H. Newman
-------------------------------             -------------------------------
(as to Landlord)                            Name: Jeffrey H. Newman,
                                            Title: Executive Vice President

                                         SMARTSERV ONLINE, INC.,
                                         Tenant

                                         By: /s/ Thomas W. Haller
-------------------------------             -------------------------------
(as to Tenant)                              Name: Thomas W. Haller
                                            Title: Vice President, Chief
                                                    Accounting Officer


                                      -8-
<PAGE>


STATE OF CONNECTICUT                }
                                    }        ss:
COUNTY OF FAIRFIELD                 }


                  On this ___ day of July, 2000, before me, personally  appeared
Jeffrey H. Newman,  who acknowledged  himself to be the Executive Vice President
of W&M Properties of Connecticut, Inc., a Connecticut corporation, Agent for ONE
STATION PLACE, LIMITED PARTNERSHIP, a Connecticut partnership, and that he being
authorized to do so, executed the foregoing  instrument for the purposes therein
contained by signing as such officer of W&M Properties of Connecticut,  Inc., as
agent for and on behalf of said Partnership.

                  IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                  -------------------------------
                                  Notary Public

                                  My Commission Expires:
                                                        --------


STATE OF CONNECTICUT                }
                                    }        ss:
COUNTY OF FAIRFIELD                 }


                  On this ___ day of June, 2000, before me, personally appeared
,  who  acknowledged  himself  to be  of  SMARTSERV  ONLINE,  INC.,  a  Delaware
corporation,  and that he/she being  authorized so to do, executed the foregoing
instrument  for the  purposes  therein  contained  by  signing on behalf of said
_______________ and that he/she as such ________________, being authorized so to
do,  executed the foregoing  instrument  for the purposes  therein  contained by
signing on behalf of said corporation as ____________________.

                  IN WITNESS WHEREOF, I hereunto set my hand and official seal.



                                  -------------------------------
                                  Notary Public

                                  My Commission Expires:
                                                        --------

                                      -9-