REGISTRATION RIGHTS AGREEMENT

                          MADE AS OF SEPTEMBER 28, 2000

                                     BETWEEN

                             SMARTSERV ONLINE, INC.

                                       AND

                             HEWLETT-PACKARD COMPANY


<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

<S>                                                                                                <C>
1.       Demand Registration........................................................................1
         -------------------

2.       Piggyback Registrations....................................................................2
         -----------------------

3.       Holdback Agreements........................................................................3
         -------------------

4.       Registration Procedure.....................................................................4
         ----------------------

5.       HP Procedures..............................................................................6
         -------------

6.       Registration Expenses......................................................................6
         ---------------------

7.       Indemnification and Contribution...........................................................6
         --------------------------------

8.       Participation in Underwritten Registrations................................................9
         -------------------------------------------

9.       Compliance with Rule 144...................................................................9
         ------------------------

10.      Definitions................................................................................9
         -----------

11.      Miscellaneous.............................................................................11
         -------------
</TABLE>


                                       i

<PAGE>



                          REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made
as of September 28, 2000, between SmartServ Online, Inc. (the "Company") and
Hewlett-Packard Company ("HP").

                  WHEREAS,  the parties to this  Agreement are parties to a Note
Purchase  Agreement of even date  herewith  (the "Note  Purchase  Agreement  "),
pursuant  to which the  Company  shall issue to HP a  Convertible  Secured  U.S.
$20,00,000 Note (the "Note") convertible into shares of Common Stock (as defined
below).  In order to induce HP to enter into the Note  Purchase  Agreement,  the
Company  has  agreed  to  provide  the  registration  rights  set  forth in this
Agreement.  Unless otherwise provided in this Agreement,  capitalized terms used
herein shall have the meanings set forth in Section 10 hereof.

                  NOW, THEREFORE, the parties hereto agree as follows:

1.       Demand Registration.

         (a)      HP may, at any time, request registration under the Securities
                  Act of all or 30% or greater of its Registrable  Securities on
                  Form S-1 or any similar or  successor  long-form  registration
                  ("Long-Form Registration") or, if available, on Form S-2, S-3,
                  or  on  any  similar  or  successor  short-form   registration
                  ("Short-Form  Registration")  provided  that the  total  gross
                  estimated  proceeds of such offering are at least  $2,000,000.
                  HP shall be entitled to request two (2) Long-Form Registration
                  and  unlimited  Short-Form  Registrations.  All  registrations
                  requested  pursuant to this  Section  1(a) are  referred to as
                  "Demand  Registrations".  A  Demand  Registration  will  be  a
                  Short-Form  Registration  whenever the Company is permitted to
                  use any applicable short form.

         (b)      If a Demand  Registration is an  underwritten  public offering
                  and the  managing  underwriters  advise the Company in writing
                  that in their opinion the number of securities requested to be
                  included in such  registration  exceeds  the number  which can
                  successfully  be sold  in  such  offering,  the  Company  will
                  include  in  such  registration  the  Registrable   Securities
                  requested  to be included in such  registration  by HP and all
                  other   Common   Stock   requested  to  be  included  in  such
                  registration,  to be  included  pro  rata on the  basis of the
                  number of shares of such  securities for which the Company has
                  been given written requests for inclusion therein by each such
                  holder thereof.

                                       2
<PAGE>

         (c)      The  Company  shall  not be  obligated  to effect  any  Demand
                  Registration  within one  hundred  and eighty  (180) days of a
                  previous Demand  Registration or within one hundred and eighty
                  (180)  days of a previous  registration  in which HP was given
                  piggyback  rights  pursuant  to  Section  2. The  Company  may
                  postpone  for up to one  hundred  and  eighty  (180)  days the
                  filing or  effectiveness  of a  registration  statement  for a
                  Demand  Registration if the Company  reasonably  believes such
                  Demand  Registration  would  have  an  adverse  effect  on any
                  proposal or plan by the Company or any of its  subsidiaries to
                  engage  in  any  acquisition  of  assets  (other  than  in the
                  ordinary  course of  business)  or any merger,  consolidation,
                  tender offer or other significant transaction or to permit the
                  Company to avoid a special audit.

         (d)      The  Company  shall  have the right to select  the  investment
                  banker(s) and manager(s), if any, to administer the offering.

         (e)      The Registration Expenses of HP will be paid by the Company in
                  all Demand Registrations.

2.       Piggyback Registrations.

         (a)      If, at any time during which any Registrable Securities remain
                  outstanding,  the  Company  proposes  to  register  any of its
                  Common  Stock  under  the  Securities  Act in an  underwritten
                  public offering, other than pursuant to a registration on Form
                  S-8 or Form  S-4,  or any  similar  forms  then in  effect  (a
                  "Piggyback  Registration"),   the  Company  will  give  prompt
                  written  notice  to HP of  its  intention  to  effect  such  a
                  registration (the "Registration  Notice") and will, subject to
                  Sections  2(c) and  2(d),  include  in such  registration  all
                  Registrable Securities of HP with respect to which the Company
                  has received  written  requests for inclusion  therein  within
                  fifteen (15) days after the receipt of the  Company's  notice,
                  not to exceed a maximum  number of shares  for HP equal to the
                  product  obtained  when  HP's  pre-registration   holdings  of
                  Registrable  Securities  are  multiplied  by a  fraction,  the
                  numerator of which is the total  number of shares  proposed to
                  be sold in the  Piggyback  Registration  by all other  selling
                  shareholders  and  the  denominator  of  which  is  the  total
                  pre-transaction    shareholdings    of   all   other   selling
                  shareholders ("Pro Rata Fraction").

         (b)      The Registration Expenses of HP will be paid by the Company in
                  all Piggyback Registrations.

                                       3
<PAGE>

         (c)      If a  Piggyback  Registration  includes  shares  to be sold on
                  behalf of the Company  ("Primary  Shares"),  and the  managing
                  underwriter or  underwriters  advise the Company that in their
                  opinion the number of  securities  requested to be included in
                  such registration exceeds the number which can be sold in such
                  offering   without   materially    adversely   affecting   the
                  marketability  of the  offering,  the Company  will include in
                  such  registration,  (i) first,  the  securities  the  Company
                  proposes to sell; and (ii) second, the Registrable  Securities
                  requested  to be included in such  registration  by HP and all
                  other   Common   Stock   requested  to  be  included  in  such
                  registration  (the "Other Common  Stock"),  to be included pro
                  rata on the basis of the  number of shares of such  securities
                  for which the  Company  has been given  written  requests  for
                  inclusion therein by each such holder thereof.

         (d)      If a  Piggyback  Registration  is  an  underwritten  secondary
                  registration on behalf of holders of the Company's  securities
                  (not including Primary Shares), and the managing  underwriters
                  advise the Company in writing that in their opinion the number
                  of  securities  requested to be included in such  registration
                  exceeds the number which can be sold in such offering  without
                  adversely  affecting the  marketability  of the offering,  the
                  Company  will  include in such  registration  (i)  first,  the
                  securities  requested  to be  included  therein by the holders
                  requesting  such  registration,  if any, and (ii) second,  the
                  Registrable  Securities  requested  to  be  included  in  such
                  registration  by HP and all Other Common Stock requested to be
                  included in such registration,  to be included pro rata on the
                  basis of the number of shares of such securities for which the
                  Company has been given written requests for inclusion  therein
                  by each such holder thereof.

3. Holdback Agreements.  HP agrees not to effect any public sale or distribution
(including sales pursuant to Rule 144) of equity  securities of the Company,  or
any  securities  convertible  into  or  exchangeable  or  exercisable  for  such
securities,  during the seven (7) days  prior to and the  earlier of (a) the one
hundred  and eighty  (180) day period  beginning  on the  effective  date of any
Demand  Registration or Piggyback  Registration in which Registrable  Securities
are included  (except as part of such  underwritten  registration),  and (b) the
time period for which all executive  officers and directors of the Company agree
to be bound pursuant to similar agreements, or such shorter term period to which
the underwriters managing the registered public offering otherwise agree.

                                       4
<PAGE>

4. Registration Procedure. The Company will effect the registration and the sale
of such  Registrable  Securities  in  accordance  with  the  provisions  of this
Agreement,  and pursuant  thereto the Company will, as expeditiously as possible
but subject to the terms hereof:

         (a)      Prepare and file with the SEC a  Registration  Statement  with
                  respect to such Registrable Securities on such appropriate and
                  legally  available form as the Company in its discretion shall
                  elect (the "Registration  Statement") and use all commercially
                  reasonable  efforts to cause such  Registration  Statement  to
                  become  effective  within 30 days of any  request for a Demand
                  Registration  (provided  that  before  filing  a  Registration
                  Statement  or  prospectus  or any  amendments  or  supplements
                  thereto,  the Company will furnish to the counsel selected and
                  paid for by HP copies  of all such  documents  proposed  to be
                  filed).  Notwithstanding  anything in this Agreement, the Note
                  or  the  Note  Purchase  Agreement  to  the  contrary,  if the
                  Registration Statement does not become effective within thirty
                  (30) days of a request for a Demand  Registration,  and if the
                  conversion  was the result of the  Company's  exercise  of its
                  conversion  rights  pursuant to Section 6(b) of the Note,  the
                  Company's  election to convert  outstanding  Obligations under
                  the Note, as provided for therein,  which conversion has given
                  rise  to  said  request  for  Demand  Registration,  shall  be
                  ineffective,  and the  Obligations  (as  defined  in the Note)
                  which the Company had sought to convert shall be reinstated as
                  if the  Company  had not  elected to convert  pursuant  to the
                  terms of the Note;

         (b)      Prepare and file with the SEC such  amendments and supplements
                  to such  Registration  Statement  and the  prospectus  used in
                  connection therewith (the "Prospectus") as may be necessary to
                  keep such Registration Statement effective for a period of not
                  less than one hundred and eighty (180) days from the effective
                  date  of  the  Registration  Statement  and  comply  with  the
                  provisions  of  the   Securities   Act  with  respect  to  the
                  disposition  of all  securities  covered by such  Registration
                  Statement during such period;

         (c)      Furnish  HP  such  number  of  copies  of  such   Registration
                  Statement,   each  amendment  and  supplement   thereto,   the
                  Prospectus included in such Registration  Statement (including
                  each  preliminary  Prospectus)  and such other documents as HP
                  may reasonably  request in order to facilitate the disposition
                  of the Registrable Securities;

                                       5
<PAGE>

         (d)      Use all commercially reasonable efforts to register or qualify
                  such  Registrable  Securities under the securities or blue sky
                  laws of  such  states  and  the  District  of  Columbia  as HP
                  reasonably  requests  and do any and all other acts and things
                  which  may  be   reasonably  or  advisable  to  enable  HP  to
                  consummate the  disposition in such states and the District of
                  Columbia of the Registrable  Securities  owned by HP (provided
                  that the Company will not be required to (i) qualify generally
                  to  do  business  in  any  jurisdiction  where  it  would  not
                  otherwise be required to qualify but for this  subsection (d),
                  (ii) subject  itself to taxation in any such  jurisdiction  or
                  (iii)  consent  to  general  service  of  process  in any such
                  jurisdiction);

         (e)      Notify HP of the  happening  of any event of which the Company
                  becomes aware, as a result of which the Prospectus included in
                  such Registration  Statement contains an untrue statement of a
                  material  fact  or  omits  any  fact  necessary  to  make  the
                  statements  therein  not  misleading,  and  the  Company  will
                  prepare a supplement  or amendment to the  Prospectus so that,
                  as thereafter  delivered to the purchasers of such Registrable
                  Securities,   such  Prospectus  will  not  contain  an  untrue
                  statement  of a  material  fact  or  omit to  state  any  fact
                  necessary to make the statements therein not misleading;

         (f)      Cause  all such  Registrable  Securities  to be listed on each
                  securities  exchange on which similar securities issued by the
                  Company are then listed;

         (g)      Otherwise use all  commercially  reasonable  efforts to comply
                  with all applicable rules and regulations of the SEC, and make
                  available  to its  security  holders,  as soon  as  reasonably
                  practicable,  an earnings  statement covering the period of at
                  least  twelve  months  beginning  with  the  first  day of the
                  Company's first full calendar quarter after the effective date
                  of the Registration Statement,  which earnings statement shall
                  satisfy the  provisions of Section 11(a) of the Securities Act
                  and Rule 158 thereunder; and

         (h)      In the event of the issuance of any stop order  suspending the
                  effectiveness  of a  Registration  Statement,  or of any order
                  suspending or preventing the use of any related  Prospectus or
                  suspending the  qualification  of any Common Stock included in
                  such Registration Statement for sale in any jurisdiction,  the
                  Company will use all commercially  reasonable efforts promptly
                  to obtain the withdrawal of such order.

                                       6
<PAGE>

5.       HP Procedures.

         (a)      In connection with any Registration Statement, the Company may
                  require  HP  to  furnish  to  the  Company  such   information
                  regarding  HP and its  proposed  distribution  of  Registrable
                  Securities,  to  the  extent  necessary  to  comply  with  the
                  Securities   Act,  as  the  Company  may  from  time  to  time
                  reasonably request in writing.

         (b)      HP agrees to  cooperate  with the  Company  in all  reasonable
                  respects in connection with the preparation and filing of each
                  Registration   Statement  and  any  amendment   thereof,   any
                  Prospectus  relating  thereto  and any  Prospectus  supplement
                  relating  thereto  with  respect  to the  offer  and  sale  of
                  Registrable Securities of HP.

6.  Registration  Expenses.  All  expenses  incident  to the  Company's  or HP's
performance  of  or  compliance   with  this   Agreement,   including  all  NASD
registration and filing fees, fees and expenses of compliance with securities or
blue sky laws, listing fees, printing expenses, messenger and delivery expenses,
and fees and  disbursements  of  counsel  for the  Company  and all  independent
certified  public  accountants,  and  other  Persons  retained  by the  Company,
including  all  consultants,  advisors,  and  experts  fees and  expenses of the
Company of the type ordinarily  incurred in connection with the  registration of
securities (all such expenses being herein called "Registration Expenses"), will
be borne by the Company;  provided that Registration Expenses shall not include,
and HP shall vis a vis the other selling  stockholders,  pay its  respective Pro
Rata  Fraction of, all  underwriting  discounts  and  commissions  applicable to
Registrable  Securities sold by it pursuant to this Agreement and all legal fees
and expenses of counsel,  consultants,  advisors and experts retained by HP. Any
Registration  Expenses  not  so  allocable  will  be  borne  by all  sellers  of
securities  included in such registration in proportion to the aggregate selling
price of the securities to be so registered.

7.       Indemnification and Contribution.

         (a)      The Company shall indemnify and hold harmless,  to the fullest
                  extent  permitted  by law,  HP,  against all  losses,  claims,
                  damages,  liabilities and expenses (including  reasonable fees
                  and legal expenses)  resulting from any untrue  statement of a
                  material fact  contained in the  Registration  Statement,  any
                  Prospectus,  or any  amendment or supplement  thereto,  or any
                  omission of a material fact  required to be stated  therein or
                  necessary  to make  the  statements  therein,  in light of the
                  circumstances  under  which  they were made,  not  misleading,
                  except in each case  insofar  as the same  arises out of or is
                  based  upon  an  untrue  statement  of a  material

                                       7
<PAGE>

                  fact  or  an  omission  to  state  a  material  fact  in  such
                  Registration Statement,  Prospectus,  amendment or supplement,
                  as the case may be,  made or  omitted,  as the case may be, in
                  reliance  upon  and in  conformity  with  written  information
                  furnished  to the  Company  by HP for use  therein  or by HP's
                  failure to  deliver a copy of the  Registration  Statement  or
                  Prospectus or any amendments or supplements  thereto after the
                  Company has furnished HP with a sufficient number of copies of
                  the same.

         (b)      HP shall  indemnify  and hold  harmless to the fullest  extent
                  permitted  by  law,  the  Company,  its  officers,  directors,
                  employees,  representatives  and  agents,  and each Person who
                  controls  (within  the  meaning  of the  Securities  Act)  the
                  Company, against all losses, claims, damages,  liabilities and
                  expenses  (including  reasonable  costs of  investigation  and
                  legal  expenses)  resulting  from any  untrue  statement  of a
                  material fact  contained in any  Registration  Statement,  any
                  Prospectus,  or any  amendment or supplement  thereto,  or any
                  omission of a material fact  required to be stated  therein or
                  necessary  to make  the  statements  therein,  in light of the
                  circumstances  under which they were made, not misleading,  to
                  the extent the same  arises out of or is based upon any untrue
                  statement  of a  material  fact  or any  omission  to  state a
                  material  fact in  such  Registration  Statement,  Prospectus,
                  amendment or supplement,  as the case may be, made or omitted,
                  as the case may be in  reliance  upon and in  conformity  with
                  written  information  furnished  to the  Company by HP for use
                  therein.

         (c)      Each party  entitled to  indemnification  under this Section 7
                  (the  "Indemnified  Party")  shall  give  notice  to the party
                  required to provide indemnification (the "Indemnifying Party")
                  promptly after such Indemnified  Party has actual knowledge of
                  any  claim as to which  indemnity  may be  sought,  and  shall
                  permit the  Indemnifying  Party to assume  the  defense of any
                  such claim or any litigation  resulting  therefrom;  provided,
                  that counsel for the Indemnifying  Party, who will conduct the
                  defense  of such  claim  or  litigation,  is  approved  by the
                  Indemnified  Party (whose  approval  will not be  unreasonably
                  withheld or delayed);  and provided further,  that the failure
                  of any  Indemnified  Party to give notice as  provided  herein
                  shall not relieve the  Indemnifying  Party of its  obligations
                  except  to  the  extent  that  its  defense  of the  claim  or
                  litigation  involved is prejudiced by such failure;  provided,
                  however,  that the  Indemnified  Party shall have the right to
                  retain one separate counsel,  with the fees and expenses to be
                  paid by the  Indemnifying  Party,  if  representation  of such
                  Indemnified  Party by the

                                       8
<PAGE>

                  counsel   retained   by  the   Indemnifying   Party  would  be
                  inappropriate  due to the  conflicted  interests  between such
                  Indemnified Party and the Indemnifying  Party. The Indemnified
                  Party may  participate  in such  defense  at such  Indemnified
                  Party's expense.  No Indemnifying Party, in the defense of any
                  such claim or  litigation,  except  with the prior  consent of
                  each Indemnified Party, shall consent to entry of any judgment
                  or enter  into any  settlement  that  does not  include  as an
                  unconditional  term  thereof  the  giving by the  claimant  or
                  plaintiff  to such  Indemnified  Party of a  release  from all
                  liability  in  respect  to any  claim  or  litigation,  and no
                  Indemnified  Party will  consent to entry of any  judgment  or
                  settle  any claim or  litigation  without  the  prior  written
                  consent of the  Indemnifying  Party.  Each  Indemnified  Party
                  shall furnish such information regarding himself,  herself, or
                  itself and the claim in question as the Indemnifying Party may
                  reasonably  request  and as shall be  reasonably  required  in
                  connection  with the  defense  of such  claim  and  litigation
                  resulting therefrom.

         (d)      If for any reason  the  indemnification  provided  for in this
                  Section  7 from  an  Indemnifying  Party,  although  otherwise
                  applicable by its terms, is determined by a court of competent
                  jurisdiction  to  be  unavailable  to  an  Indemnified   Party
                  hereunder,   then   the   Indemnifying   Party,   in  lieu  of
                  indemnifying such Indemnified  Party,  shall contribute to the
                  amount paid or payable by the Indemnified  Parties as a result
                  of such losses,  claims,  damages,  liabilities or expenses in
                  such  proportion  as is  appropriate  to reflect the  relative
                  fault of such Indemnifying  Party and the Indemnified  Parties
                  in  connection  with the actions that resulted in such losses,
                  claims,  damages,  liabilities,  or  expenses,  as well as any
                  other relevant equitable considerations. The relative fault of
                  such Indemnifying  Party and the Indemnified  Parties shall be
                  determined by reference  to, among other  things,  whether any
                  action  in  question,  including  any  untrue  statement  of a
                  material  fact,  has been made by, or relates  to  information
                  supplied  by,  such  Indemnifying  Party  or  the  Indemnified
                  Parties, and the parties' relative intent,  knowledge,  access
                  to  information  and  opportunity  to correct or prevent  such
                  action.  The amount  paid or payable by a party as a result of
                  the losses, claims, damages, liabilities and expenses referred
                  to  above  shall  be  deemed  to   include,   subject  to  the
                  limitations set forth in Section 7(c), any legal or other fees
                  or expenses  reasonably  incurred by such party in  connection
                  with any investigation or proceeding.

8. Participation in Underwritten Registrations. No Person may participate in any
registration  hereunder which is  underwritten  unless such Person (a) agrees to
sell  such

                                       9
<PAGE>

Person's  securities  on the basis  provided  in any  underwriting  arrangements
approved  by the  Company  and other  Person or Persons  entitled  hereunder  to
approve such  arrangements  and (b) completes  and executes all  questionnaires,
powers  of  attorney,  share  custody  agreements,   indemnities,   underwriting
agreements and other  documents  required  under the terms of such  underwriting
arrangements.

9.  Compliance  with Rule 144.  To the extent the  Company is a publicly  traded
company and with a view to making  available  to HP the benefits of Rule 144 and
any other rule or  regulation  of the SEC that may at any time permit HP to sell
securities of the Company to the public  without  registration  or pursuant to a
registration  on Form S-3,  the Company  agrees to use  commercially  reasonable
efforts to:

         (a)      Make and keep public information available, as those terms are
                  understood and defined in Rule 144, at all times;

         (b)      File with the SEC in a timely  manner  all  reports  and other
                  documents required of the Company under the Securities Act and
                  the Securities Exchange Act; and

         (c)      Furnish to HP, so long as HP owns any Registrable  Securities,
                  promptly  upon request (i) a written  statement by the Company
                  that it has complied  with the reporting  requirements  of the
                  Securities  Exchange Act, or that it qualifies as a registrant
                  whose  securities  may be resold  pursuant to Form S-3 (at any
                  time after it so  qualifies),  (ii) a copy of the most  recent
                  annual or  quarterly  report  of the  Company  and such  other
                  reports and documents so filed by the Company,  and (iii) such
                  other  information as may be reasonably  requested in availing
                  HP of any  rule or  regulation  of the SEC  that  permits  the
                  selling  of  any  such  securities  without   registration  or
                  pursuant to such Form S-3.

10.      Definitions.

         (a)      "Agreement" has the meaning set forth in the preamble.

         (b)      "Common  Stock" means the  Company's  Common  Stock,  $.01 par
                  value per share.

         (c)      "Company" has the meaning set forth in the preamble.

         (d)      "Demand  Registrations"  has the  meaning set forth in Section
                  1(a).

         (e)      "HP" has the meaning set forth in the preamble.

                                       10
<PAGE>

         (f)      "Indemnified Party" has the meaning set forth in Section 7(c).

         (g)      "Indemnifying  Party"  has the  meaning  set forth in  Section
                  7(c).

         (h)      "Long-Form  Registration" has the meaning set forth in Section
                  1(a).

         (i)      "Note" has the meaning set forth in the recitals.

         (j)      "Note  Purchase  Agreement"  has the  meaning set forth in the
                  recitals.

         (k)      "Other  Common  Stock"  has the  meaning  set forth in Section
                  2(c).

         (l)      "Person"  means  any  natural  person  and  any   corporation,
                  partnership,  limited  liability  company  or  other  business
                  entity.

         (m)      "Piggyback  Registration" has the meaning set forth in Section
                  2(a).

         (n)      "Primary Shares" has the meaning set forth in Section 2(c).

         (o)      "Pro Rata Fraction" has the meaning set forth in Section 2(a).

         (p)      "Prospectus" has the meaning set forth in Section 4(b).

         (q)      "Registrable  Securities"  means,  with respect to HP, (i) the
                  Common Stock  issued to HP upon  conversion  of the Note,  and
                  (ii) any Common  Stock or other  equity  securities  issued or
                  issuable with respect to the securities  referred to in clause
                  (i) by way of a stock dividend or stock split or in connection
                  with  a  combination  of  shares,  recapitalization,   merger,
                  consolidation  or other  reorganization.  As to any particular
                  Registrable  Securities,  such  securities  will  cease  to be
                  Registrable  Securities (A) when they have been distributed to
                  the  public  pursuant  to an  offering  registered  under  the
                  Securities Act or (B) after the Registrable Securities held by
                  HP first become  eligible for sale all at one time in a single
                  sale pursuant to Rule 144 (or any similar rule then in force).

         (r)      "Registration  Expenses"  has the meaning set forth in Section
                  6(a).

         (s)      "Registration  Notice"  has the  meaning  set forth in Section
                  2(a).

         (t)      "Registration  Statement" has the meaning set forth in Section
                  4(a).

                                       11
<PAGE>

         (u)      "Rule  144" means Rule 144  promulgated  under the  Securities
                  Act, as such Rule may be amended from time to time.

         (v)      "SEC" means the Securities and Exchange Commission.

         (w)      "Securities Act" means the Securities Act of 1933, as amended.

         (x)      "Securities Exchange Act" means the Securities Exchange Act of
                  1934, as amended.

         (y)      "Short-Form Registration" has the meaning set forth in Section
                  1(a).

11.      Miscellaneous.

         (a)      Amendments and Waivers.  Except as otherwise  provided herein,
                  the provisions of this Agreement may be amended or waived only
                  upon the prior written consent of the Company and HP.

         (b)      Successors  and Assigns.  All covenants and agreements in this
                  Agreement  by or on behalf of any of the  parties  hereto will
                  bind and inure to the benefit of the respective successors and
                  permitted assigns.

         (c)      Severability.   Whenever  possible,  each  provision  of  this
                  Agreement  will  be  interpreted  in  such  manner  as  to  be
                  effective and valid under applicable law, but if any provision
                  of this Agreement is held to be prohibited by or invalid under
                  applicable law, such provision will be ineffective only to the
                  extent of such prohibition or invalidity, without invalidating
                  the remainder of this Agreement.

         (d)      Counterparts. This Agreement may be executed simultaneously in
                  two or more  counterparts,  any one of which need not  contain
                  the   signatures  of  more  than  one  party,   but  all  such
                  counterparts  taken together will  constitute one and the same
                  agreement.

         (e)      Descriptive   Headings.   The  descriptive  headings  of  this
                  Agreement  are  inserted  for  convenience  only  and  do  not
                  constitute a part of this Agreement

         (f)      Governing  Law.  This  Agreement  shall  be  governed  by  and
                  construed in accordance with the internal law, and not the law
                  of conflicts, of Delaware.

                                       12
<PAGE>

         (g)      Waiver  of  Jury  Trial.   The  Company  and  HP  each  hereby
                  irrevocably  waives  any and all right to trial by jury in any
                  legal proceeding  arising out of or relating to this Agreement
                  or the transactions  contemplated  hereby,  whether the claims
                  raised in such  proceeding  are based on  contract,  tort,  or
                  otherwise.

         (h)      Notices. Any notice,  request, or other communication required
                  or permitted hereunder shall be in writing and shall be deemed
                  to have been duly given on the date of delivery if  personally
                  delivered,  or the  date of being  faxed if sent by  confirmed
                  fax,  on the first  business  day after  being sent if sent by
                  recognized  overnight  courier,  and on the third business day
                  after being mailed if sent by  registered  or certified  mail,
                  postage  prepaid,  addressed (i) if to HP, to  Hewlett-Packard
                  Company,  Financing &  Complements  Group,  333 Logue  Avenue,
                  Mountain  View,  CA 94043,  Attention:  General  Manager,  Fax
                  Number 650-919-8013,  with a copy to Hewlett-Packard  Company,
                  3000 Hanover Street, MS: 20BQ, Palo Alto,  California,  94304,
                  Attention:  Legal Department, Fax Number (650) 857-4392, or to
                  such other  address as HP shall have  furnished to the Company
                  in writing as provided herein, or (ii) if to the Company,  to:
                  SmartServ Online, Inc., One Station Place, Stamford, CT 06902,
                  Attention:   Chief  financial  Officer  and  General  Counsel,
                  facsimile  (203)353-5962,  or to  such  other  address  as the
                  Company  shall have  furnished  to HP in  writing as  provided
                  herein.

         IN WITNESS WHEREOF,  the parties have executed this Registration Rights
Agreement as of the date first written above.

COMPANY:                                    HP:

SMARTSERV ONLINE, INC.                      HEWLETT-PACKARD COMPANY

By: /s/ Thomas W. Haller                    By: /s/ Craig A. White
   -----------------------------                 ---------------------------
Name:   Thomas W. Haller                    Name:  Craig A. White
   -----------------------------                 ---------------------------
Title: Vice President, Chief                Title: Vice President & GM
        Accounting Officer                       ---------------------------