TABLE OF CONTENTS

 1. Agreement Overview                                                      1
 2. Term                                                                    2
 3. Terms of Sale                                                           2
 4. Duties of Sprint                                                        3
 5. Quality Control                                                         3
 6. Maintenance Services                                                    4
 7. Support Service                                                         4
 8. Training and Sales Support                                              5
 9. Licensed Use of Services                                                6
 10. Intellectual Property Rights                                           6
 11. Warranty                                                               7
 12. Limitation of Liability                                                7
 13. Indemnification                                                        8
 14. Proprietary or Restricted Information                                  8
 15. Independence of Parties                                                9
 16. Arbitration                                                            9
 17. Governing Law                                                         10
 18. Interpretation                                                        10
 19. Force Majeure                                                         10
20. Modification                                                           10
21. Assignment                                                             10
22. Notice                                                                 11
23. Waiver                                                                 11
24. Survival                                                               11
25. Severability                                                           12
26. Entire Agreement                                                       12
Schedule A - Description of SmartServ Services 
     (SmartServ Online Applications)                                       13
Schedule B - Monthly Service End-User and 
     Revenue Sharing Schedule                                              15
Schedule B-2 - Ancillary Charges                                           17
Schedule C - Sprint Companies                                              18





<PAGE>




                                    AGREEMENT

This Agreement,  effective as of the 26th day of September,  1997 and supersedes
any prior Agreement.

BETWEEN:

     SPRINT/UNITED MANAGEMENT COMPANY, a corporation incorporated under the laws
     of the State of Kansas  ("SUMC")  on behalf of the  "Sprint  Companies"  in
     Schedule 5  (together  SUMC and Sprint  Companies  shall be  referred to as
     "Sprint".)

                                     - and -

     SmartServ Online,  Inc., a corporation  incorporated  under the laws of the
     State of Delaware (hereinafter referred to as "SmartServ").

WHEREAS,   SmartServ   provides  device   independent   online  information  and
transactional services to users through personal computers,  the world wide web,
screen-based telephones, and interactive voice response systems.

WHEREAS,  Sprint  recognizes  that the  information  and  services  provided  by
SmartServ,  will add value to products  and  services  provided by Sprint to its
customers, and desires to make such SmartServ information and services available
to its customers on a national basis; and

WHEREAS, SmartServ and Sprint desire to set forth the terms and conditions under
which such  information  and services  will be provided by SmartServ to Company;
and

NOW THEREFORE,  in consideration of the premises and mutual terms and conditions
herein provided, Sprint and SmartServ covenant and agree as follows:

1.   Agreement Overview

     a)   This  Agreement  is entered into by SUMC on its own behalf and for the
          benefit  of the  Sprint  Companies.  All  reference  to Sprint in this
          Agreement  shall  be  deemed  to refer  equally  to  Sprint  Companies
          executing  service orders in any form under this  Agreement  ("Service
          Orders") as to such Service Order.  No commitment is made by Sprint or
          any Sprint  Company,  and none shall be inferred from this  Agreement,
          except as may be set forth in a  properly  executed  Service  Order to
          this  Agreement.  All  invoices and  statements  shall  reference  the
          particular  Service Order by number and must be directed to the Sprint
          Company  executing such Service Order pursuant to instructions  issued
          in the Service Order.  No work performed on behalf of, nor product nor
          services  delivered  to,  any  Sprint  Company  will be  billed  to or
          collected from any other Sprint Company.


     b)   Sprint is not  required to place any minimum  Service  Order  quantity
          during  the  term of  this  Agreement.  Any  forecast(s)  supplied  to
          SmartServ by Sprint is to be used for planning purposes only and shall
          not  constitute a commitment  on Sprint's  part in any way to purchase
          the said  quantities.  Only a signed  Service  Order from Sprint shall
          constitute a valid order hereunder.


     c)   The  SmartServ  Services  are those set forth in Schedule A,  attached
          hereto (the "Services"), and such other Services as may be agreed upon
          between  the  parties  in  writing  from time to time,  as shown on an
          Amended  Schedule A.  SmartServ  agrees to notify  Sprint and offer to
          Sprint,   any  new  or  additional   informational  and  transactional
          services,  not on Schedule A, that  SmartServ  obtains,  develops,  or
          provides to others upon such  additional  terms and  conditions as the
          parties agree upon.





<PAGE>



2.   Term

     a)   This  Agreement  shall  commence on the date first  written  above and
          shall  remain in full force for a term of three (3) years.  Sprint may
          extend the term of this  Agreement for  successive one (1) year terms,
          three (3) months prior to termination  by providing  written notice of
          the extension.


     b)   Either party may terminate this Agreement upon thirty (30) days' prior
          written  notice  to the other  party if such  other  party  materially
          breaches  any  obligation  of this  Agreement  and  fails to cure such
          breach within thirty (30) days of written notice of the same.


     c)   Either party may terminate  this  Agreement upon written notice to the
          other party, if the other party becomes  insolvent.  Without  limiting
          the generality of the foregoing, a party shall be considered insolvent
          if it is placed in  liquidation  or  receivership,  if a  petition  of
          voluntary or  involuntary  bankruptcy  is filed against it and if such
          petition is not  dismissed  within thirty (30) days, or if it fails to
          satisfy  a  judgment  for  payment  of  money  awarded  by a court  of
          competent jurisdiction after the time of appeal from such judgment has
          expired.


3.   Terms of Sale

     a)   Subject to availability,  SmartServ hereby agrees to provide to Sprint
          the  information  and services  set forth and  described on Schedule A
          attached  hereto and made a part  hereof (the  "Services").  SmartServ
          hereby  appoints Sprint as SmartServ's  non-exclusive  marketer of the
          Services  and  grants  to  Sprint  a  non-exclusive,  non-transferable
          license to  distribute  the  Services  to  Sprint's  customers.  It is
          understood  that  Schedule A may be  modified as  additional  Services
          become available or existing Services become unavailable.

     b)   The  Services  will be provided to Sprint for  distribution  to Sprint
          customers via screen based telephones,  and potentially via PC's, PCS,
          pagers, or other devices.  SmartServ will use its best efforts to make
          the Services available 7 days per week, 24 hours per day.

     c)   The  current  list of fees to  Sprint's  customers  for the  SmartServ
          service is set forth in Schedule B, attached hereto.  Any adjustments,
          modifications,  or  amendments to the list of fees must be agreed upon
          by the parties.

     d)   SmartServ  warrants  that the  terms,  conditions,  and prices in this
          Agreement are no less favorable than the terms, conditions, and prices
          given to any third party that  purchased or licensed the Services from
          SmartServ in the same quantities under similar conditions.



                                       2

<PAGE>



4.   Duties of Sprint

     a)   Revenues  and costs shall be split,  paid and received as set forth in
          Schedule B.


     b)   Sprint  recognizes  that  the  information  and data  included  in the
          Services  provided  by  SmartServ  may  be  protected  by  copyrights,
          trademarks, service marks, trade names and other property rights owned
          by third persons and Sprint  agrees not to knowingly  infringe upon or
          knowingly  violate  any such rights and will use such  information  or
          data  only  for  the  purposes  intended.   Sprint  shall  develop  an
          introductory  terms and  conditions  manual to inform its customers in
          writing  of the  proprietary  nature  of the  Services  provided  that
          SmartServ  notified  Sprint in  writing  of such  proprietary  nature.
          Sprint  shall use  commercially  reasonable  efforts  to  ensure  that
          Sprint's  customers do not violate or otherwise infringe upon any such
          proprietary  rights,  license  obligations  or other right or property
          included  within  the  Services  provided   hereunder.   Sprint  shall
          indemnify and hold  SmartServ  harmless from any knowing  violation or
          claim  of  knowing  violation  of the  terms of this  Section  4 b. In
          addition,  Sprint  agrees to  indemnify  and hold  SmartServ  harmless
          against  any  claim,  actions  or  demands  by a third  party  against
          SmartServ arising out of Sprint's activities under this Agreement.


     c)   The information and data contained in the Services are for the express
          retail use of Sprint's  end-user  customers.  Sprint and its  end-user
          customers shall not distribute or redistribute the information or data
          contained in the Services except as contemplated by this Agreement. In
          addition,  Sprint will not transfer,  assign or subcontract its rights
          under  this  Agreement  unless  expressly  authorized  in  writing  by
          SmartServ.


     d)   The customers subscribing with Sprint for the SmartServ Services shall
          be the customers of Sprint and Sprint shall solely be responsible  for
          all billing and collection.


5.   QUALITY CONTROL

     a)   SmartServ shall notify Sprint  immediately if the SmartServ  server or
          SmartServ  Service is down,  the number of hours it Will be down,  and
          when it will again be available. SmartServ should contact:

          (i)  Steve Burke - Product Manager

               Sprint (913) 323~822


          (ii) Sprint Repair Centers


          (iii) HELP Desk


          All parties should be contacted at the time of service interruption to
          confirm when system or SmartServ Service is again operational.


     b)   The  parties  agree to meet  quarterly  for a  quality  review  of the
          performance  of  SmartServ  Services  delivered  to Sprint  under this
          Agreement.  The  time,  date  and  agenda  of such  meetings  shall be
          mutually agreed upon;  however,  it is anticipated topics will include
          failure rates of individual  SmartServ Services,  the server,  trouble
          ticket and related  quality control  issues.  Additionally,  SmartServ
          shall  provide  Sprint  with  regular  biweekly  data  and the  format
          regarding  a)  application   usage,  b)  call  length,   and  c)  call
          distribution by time and day of week.

     c)   The parties shall  cooperate and consult with each other regarding the
          information  content of the SmartServ  Services,  however SmartServ is
          solely  responsible  for obtaining  and  maintaining  all  information
          content  and  rights  of use  thereto.  SmartServ  agrees to work with
          Sprint to eliminate any  information  content that Sprint  believes is
          objectionable.


                                       3
<PAGE>



6.   Maintenance Services

     a)   SmartServ  shall  include a set of the  Documentation  m camera  ready
          format  and/or via  electronic  media.  Said  Documentation  includes:
          Start-up kits,  Brokerage services guide and welcome letter. If Sprint
          chooses to use the Documentation in the current state or in an altered
          state, it shall be Sprint's responsibility to make copies.

     b)   SmartServ   shall   provide   Sprint  with  one  Master  Copy  of  the
          Documentation,  as set  forth  above,  within  two  (2)  weeks  of the
          Effective  Date.  Sprint may copy the Master Copy for  distribution as
          needed. In the event SmartServ modifies any  Documentation,  SmartServ
          shall notify  Sprint of the changes and provide  Sprint with a copy of
          the modified  Documentation.  (Sprint shall provide SmartServ with the
          names of the people to whom the  Documentation  and any  modifications
          thereto shall be sent.)

     c)   SmartServ  shall provide Sprint with list detailing the term for which
          SmartServ  has the right to  provide  each of the  SmartServ  Services
          listed on Schedule A and with the  termination  notice period for each
          SmartServ Service.  SmartServ shall provide Sprint with written notice
          of  termination  of any  SmartServ  Service no later than  forty-eight
          hours  of  SmartServ  learning  of  such  termination.  Following  the
          discontinuance  of a SmartServ  Service or this  Agreement,  SmartServ
          shall,   for  a  period  of  up  to  twelve   (12)  months  from  said
          discontinuance  make  available  to Sprint the  SmartServ  Services or
          reasonably equivalent services upon the conditions set forth herein so
          that Sprint may, at its option, meet existing  obligations relating to
          the  SmartServ  Services.  SmartServ and Sprint agree that during this
          period, the cost and revenues arrangements and payment terms specified
          in Schedule B shall continue.


7.   Support Service

     a)   During the term of this  Agreement,  SmartServ  shall provide  Support
          Service to Sprint Support Service includes technical assistance in the
          form of a second  level  help desk,  remote  diagnostics  and  network
          emergency   assistance   to  Sprint  with  respect  to  the  use,  and
          maintenance of the SmartServ Service. SmartServ shall answer the phone
          "Sprint Customer Service." This service shall be available twenty-four
          (24) hours per day,  every day of the year.  SmartServ  shall  respond
          within one (1) hour to any request  for  assistance  made  between the
          hours of 8:00 a.m. and 12:00 am.  (Midnight)  SmartServ's  local time,
          Monday through Friday, inclusive. In addition, SmartServ shall respond
          within one (1) hour to any  request  for  emergency  support  received
          between the hours of 8:00 a.m. and 12:00 a.m.  (Midnight)  SmartServ's
          local time, Monday through Friday, inclusive, and shall respond within
          two (2) hours to any request for emergency support received outside of
          those hours. SmartServ shall maintain a system that records and tracks
          each of Sprint's requests for support.


          In addition to the Support  Services set forth above,  SmartServ shall
          provide  telephone  support to Sprint with respect to all other issues
          affecting  the  Product,  such as  training.  This  support  shall  be
          provided  between  the hours of 8:00 a.m.  and 5:00 p.m.,  SmartServ's
          local time, Monday through Friday, exclusive of holidays celebrated by
          SmartServ.


     b)   SmartServ  shall appoint an account  liaison to handle all issues that
          arise under this Agreement  that are not covered by Support  Services.
          (Such account  liaison shall not be a  salesperson.)  SmartServ  shall
          notify  Sprint of the name of such person  within ten (10) days of the
          Effective Date, along with the mailing address,  phone number, and fax
          number of such person. The issues directed to this person include, but
          are not limited to questions on warranty,  maintenance,  homologation,
          installation, training and demonstration Products.


     c)   From time to time, Sprint may elect to conduct customer  demonstration
          or presentations at trade shows which include the Product.  During the
          term of this  Agreement,  SmartServ  shall provide Sprint with support
          with respect to trade shows, as Sprint shall reasonably request, at no
          charge to Sprint. However,  SmartServ shall not be required to provide
          Sprint with more than forty (40) Service Accounts at any one time.



                                       4

<PAGE>



8.   Training and Sales Support

     a)   SmartServ shall from time to time train representatives of Sprint with
          respect to the sales, operation, configuration, installation, service,
          maintenance,  and support of the  Products,  as well as new  Products,
          ("Sales and Technical  Training").  The Sales and  Technical  Training
          will take place at a mutually agreeable facility at mutually agreeable
          time(s).  Sprint may have not more than  thirty  (30)  persons in each
          session.  There shall be no cost to Sprint for this  training  and the
          documentation associated with such training.

     b)   Sprint  may copy and use,  (and  with the  consent  of  SmartServ  may
          modify)  internally the materials  provided to it by SmartServ  during
          any training  session,  provided that Sprint  reproduces any copyright
          notice or other proprietary  notice contained in the original document
          in the copies it makes. Sprint may use these materials to train Sprint
          employees and third parties with respect to the Products.

     c)   SmartServ  shall  designate a primary  salesperson to assist Sprint in
          the marketing and selling of Products.  The salesperson  shall provide
          Sprint with the  appropriate  SmartServ  personnel or resource to make
          joint sales calls to existing or potential  customers,  assisting with
          the  preparation  of  proposals  for such  Customers  and  such  other
          activities  as the parties agree upon subject to the  availability  of
          SmartServ personnel and resources.  There shall be no charge to Sprint
          by SmartServ for such support.



                                       5

<PAGE>



9.   Licensed Use of Services

     a)   The  Services  Provided  under  this  Agreement  may either be used by
          Sprint or Sprint may sell,  lease,  sublicense  or  distribute  in any
          manner the Services  directly to customers.  SmartServ hereby licenses
          to Sprint and  authorizes  Sprint to sublicense  to such  Customers of
          Sprint,  the right to use the SmartServ services set forth on Schedule
          B, and as may be subsequently modified.

     b)   Sprint  may make  copies  and  distribute  the  Service  documentation
          provided  that  Sprint   reproduces   SmartServ's   copyright   and/or
          proprietary  notice  on each  copy  and the  legend:  "Reprinted  with
          permission of SmartServ Online,  All Rights Reserved."  SmartServ will
          have the right to approve all brochures and promotional  material that
          references SmartServ or its trademarks.

10.  Intellectual Property Rights

     SmartServ:

     i)   warrants that the SmartServ Services covered by this Agreement are and
          shall be free and clear of  infringement  of any patent or  copyright,
          trademark,  or  trade  secret  which  may  relate  to  such  SmartServ
          Services,  associated apparatus or devices, and to any processes which
          are practiced in the normal use thereof,  or related in any way to the
          SmartServ Services or their use;

     ii)  agrees at its own expense to indemnify  and defend any and a]l claims,
          actions  and  suits  alleging  such  infringement  to which  Sprint or
          Sprint's Customers may be a made a party;

     iii) agrees to pay all costs,  expenses and attorney's fees incurred by and
          to  satisfy  all  judgments  and  decrees  entered  against  Sprint or
          Sprint's Customers as a result of such infringement;

     iv)  agrees to save Sprint and Sprint's  Customers  harmless from any loss,
          damage, expense and liability on account of any such infringement; and

     v)   if Sprint's  license to use and sublicense or the use of the SmartServ
          Services  or an  individual  SmartServ  Service by Sprint or  Sprint's
          Customers,   SmartServ's  technical  support  services  (if  any),  as
          permitted  under this  Agreement,  is  enjoined,  SmartServ  must,  at
          SmartServ's expense, perform the following in the order presented:

          a.   procure for Sprint and its Customers  the continued  right to use
               the  SmartServ   Service(s)  or  technical  support  services  as
               permitted herein; or

          b.   replace the SmartServ  Service(s) or technical  support  services
               with equivalent  non-infringing  service(s) or technical  support
               services; or

          c.   modify the SmartServ  Service(s) or technical support services so
               they become non-infringing.

     Sprint:

     i)   agrees  that in the event any cause of action,  claims,  suit or other
          legal  proceeding is brought  against Sprint in connection with any of
          SmartServ's  Services,  or the  sale  or  use  thereof,  Sprint  shall
          promptly notify SmartServ thereof.

     ii)agrees that SmartServ will have sole control of its defense  relating to
          any cause of action,  claims,  suit or other legal proceeding  brought
          against it in connection with any SmartServ's Services, or the sale or
          use  thereof,   provided  that  SmartServ  promptly  acknowledges  its
          obligation  to defend,  provide  assurances to Sprint of its financial
          ability to hold Sprint harmless,  and informs Sprint of its activities
          relating to its defense of Sprint.


                                       6

<PAGE>



11.  Warranty

     a)   SmartServ  warrants  all  Services  against  defects in  material  and
          workmanship and shall conform in strict  accordance  with  SmartServ's
          written  specification for a period of twelve (12) months from date of
          the Service Order for services

     b)   SmartServ  warrants  all new  Software  versions  and updates  against
          latent  defects  for a period  of  twelve  (12)  months  from  date of
          shipment by  SmartServ.  SmartServ  shall,  at its option,  correct or
          replace the Software  version or update which proves to be  defective,
          providing such Software was installed  properly and used in accordance
          with SmartServ's  specification and that it has been promptly notified
          by the Customer of such defects. If Software is modified by anyone not
          authorized to do so by SmartServ, the warranty shall immediately be of
          no further force and effect.

     c)   The  foregoing  warranties  are made solely to, and are solely for the
          benefit of Sprint and its Customer.

12.  Limitation of Liability

     a)   In the event of any claim made or action brought against Sprint, based
          on an  allegation  of personal  injury or property  damage caused by a
          SmartServ Service or by the negligence of SmartServ,  or part thereof,
          Sprint  shall  promptly  notify  SmartServ  in writing of the claim or
          action.  SmartServ  shall  defend  or  settle  such  action  and shall
          indemnify and hold Sprint harmless for any costs or damages  including
          reasonable  attorneys'  fees, which Sprint may be required to pay as a
          result of the SmartServ  Service or the  negligence of SmartServ,  its
          agents or its employees,  provided  Sprint shall have given  SmartServ
          the  information it reasonably  requests in defending  and/or settling
          such  claims  or  actions,  which  assistance  shall  be  provided  at
          SmartServ's expense. However, SmartServ shall have no obligation under
          this Section,  if the  SmartServ  Services has been modified by Sprint
          and  the  personal  injury  or  property  damage  was  caused  by  the
          modifications.  In addition, if the personal injury or property damage
          was also due to the  negligence of Sprint,  its agents,  or employees,
          the parties agree that the law of comparative negligence will apply in
          determining the amount to be paid by SmartServ

     b)   In no  event  will  either  party  be  liable  for the  other  party's
          indirect, incidental or consequential loss even if it has been advised
          of the  possibility of such loss  including,  but not limited to, lost
          business  revenue,  failure  to  realize  expected  savings  or  other
          commercial or economic loss of any kind.

     c)   THE  WARRANTIES  CONTAINED 1N THIS  AGREEMENT ARE IN LIEU OF ANY OTHER
          WARRANTIES EXPRESS OR IMPLIED,  INCLUDING, BUT NOT LIMITED TO, IMPLIED
          WARRANTIES  OF  MERCHANTABILITY  QUALITY OR FITNESS  FOR A  PARTICULAR
          PURPOSE  AND THOSE  ARISING BY STATUTE OR  OTHERWISE  IN LAW OR FROM A
          COURSE OF DEALING OR USAGE OF TRADE.


                                       7

<PAGE>



13.  INDEMNIFICATION

          Either party will indemnify and hold harmless the other from any loss,
          claim or damage to persons  or  property  where  such  loss,  claim or
          damage was caused by the fault or negligence of the indemnifying party
          or any of its employees, representatives or agents.

14.  Proprietary or Restricted Information

     a)   In this  Agreement,  "Proprietary  or  Restricted  Information"  means
          information  concerning the affairs of either party of which the other
          party  may gain  knowledge  in  connection  with or in the  course  of
          performing its obligations under this Agreement.

     b)   Each party agrees to hold all Proprietary or Restricted Information in
          trust and confidence for the other and not to use such  Proprietary or
          Restricted  Information other than for the benefit of the other except
          as may be authorized by the  disclosing  party in writing.  Each party
          agrees not to disclose  such  Proprietary  or  Restricted  Information
          without the prior  written  consent of the other,  by  publication  or
          otherwise to any person other than those  persons  whose  services the
          receiving  party requires who have a need to know such  Proprietary or
          Restricted  Information  for the purpose of carrying  out the terms of
          this Agreement and who agree in writing with the receiving party to be
          bound by and comply with the provisions of this Section 14.

     c)   At the request of either party or upon  termination  or  expiration of
          this  Agreement,  each party will  return to the other all  written or
          descriptive   matter   including,   but  not  limited  to,   drawings,
          descriptions  or other  papers,  documents,  tapes or any other  media
          which may contain any such Proprietary or Restricted  Information.  In
          the  event of a loss at any  time of such  Proprietary  or  Restricted
          Information, the receiving party shall promptly notify the other party
          in writing.

     d)   The provision of Paragraphs  (b) and (c) hereof shall not apply to any
          data, information,  or Proprietary or Restricted Information which can
          be  reasonably  demonstrated  (i) to have been  lawfully  known by the
          receiving party,  prior to being disclosed to it by the other, or (ii)
          to be publicly available, or (iii) to have been lawfully received from
          a third  party  unless  such  third  party  obtained  the same  either
          directly or indirectly from the disclosing party, or (iv) to have been
          independently  developed by the receiving  party; or which is required
          to be disclosed by judicial  order after all available  legal remedies
          to maintain the secrecy of the  Proprietary or Restricted  Information
          have been exhausted.

     e)   The contents  and  substance  of this  Agreement  shall in no event be
          disclosed by either party or their  employees to third parties  except
          with the prior written  consent of the other party  hereto,  or as may
          otherwise  be required by law.  Except as may be required by law or as
          set forth  elsewhere in this Agreement,  neither party shall,  without
          the  other  party's  prior  written   consent,   which  shall  not  be
          unreasonably withheld:

          (i)  Make  any  news   release,   public   announcement,   denial   or
               confirmation of this Agreement or its subject matter, or

          (ii) In any  manner  advertise  or  publish  the fact  that  they have
               contracted hereunder.


                                       8

<PAGE>



15.  Independence of Parties

          Neither  party is or shall be deemed to be a joint  venture  with,  or
          partner or agent of, the other. Neither party shall have the authority
          or power  to bind the  other  in any way  and,  without  limiting  the
          generality  of the  foregoing,  both parties  agree that they will not
          make any  Agreement,  contract or other  commitment  in the name of or
          which purports to be binding on the other.

          Each party is an independent  contractor and not an agent of the other
          for any purpose  whatsoever.  Each party  agrees that it will not make
          any  warranties  or  representations  or assume  or  create  any other
          obligations on the other party's behalf.

16.  Arbitration

     a)   Any dispute  arising out of or relating to this  Agreement,  including
          any  issues   relating   to   arbitrability   or  the  scope  of  this
          arbitrability  clause,  Will be  finally  settled  by  arbitration  in
          accordance  with the  rules of the  American  Arbitration  Association
          applying the  substantive law of Kansas without regard to any conflict
          of laws  provision.  The  arbitration  will be  governed by the United
          States Arbitration Act, 9 U.S.C. Section 1, ET seq., and judgment upon
          the award rendered by the  arbitrators  may be entered by any court of
          competent  jurisdiction.  The  arbitration  will be held in the Kansas
          City  metropolitan  area. The  arbitrators  are not empowered to award
          damages in excess of compensatory  damages,  and each party waives any
          damages in excess of compensatory damages.

     b)   Notwithstanding  the  foregoing,  either  party  may bring a claim for
          injunctive relief in any court of competent jurisdiction without first
          submitting the claim to arbitration.

     c)   The parties agree to continue  performance  during the pendency of any
          dispute.

     d)   No claim may be  brought  by  SmartServ  after  Sprint  has made final
          payment to SmartServ of all undisputed  amounts due  hereunder,  which
          payment has been accepted by  SmartServ.  Claims made by SmartServ may
          only be brought  against the Sprint  Company  that issued the Schedule
          giving rise to the claim.


                                       9

<PAGE>



17.  Governing Law

          Except to the extent preempted by federal law, this Agreement shall be
          construed  according  to Kansas law  (excluding  its  conflicts of law
          rules).

18.  Interpretation

          In the event of any conflict or  inconsistency  between the provisions
          of this Agreement and the provisions of any other document,  including
          but not limited to any of SmartServ's and Sprint's standard forms, the
          provisions   of  this   Agreement   shall   prevail   and  govern  the
          interpretation  thereof, unless otherwise agreed to by both parties in
          writing.

          Headings  to  articles  and   paragraphs  of  this  Agreement  are  to
          facilitate  reference only, do not form a part of this Agreement,  and
          shall not in any way affect the interpretation hereof.

19.  Force Majeure

          Neither  party  shall  be  responsible  for any  delay or  failure  in
          performance  (except  for the  payment  of  money) of any part of this
          Agreement  to the extent that such delay or failure is caused by fire,
          flood, explosion, war, strike, embargo, government requirement,  civil
          or  military   authority,   act  of  God,   errors  or   omissions  of
          transportation  carriers,  or other such causes beyond its  reasonable
          control.  If any such condition occurs, the party delayed or unable to
          perform  shall give notice to the other  party as soon as  practicable
          and the party  affected by the other's  delay or  inability to perform
          may elect to: (1)  terminate  the Purchase  Order not shipped,  or (2)
          resume  performance  of the Purchase  Order once the condition  ceases
          with an option to extend the term of this  Agreement  up to the length
          of time the condition endured.

20.  Modifications

          No addition or  modification  of this Agreement  shall be effective or
          binding on either of the parties  hereto unless reduced to writing and
          executed by duly authorized  representatives  of SmartServ and Sprint.
          In the  event of any  conflict  or other  inconsistency  between  this
          Agreement and any Purchase  Order,  this Agreement shall govern in all
          respects.

21.  Assignment

          This  Agreement  shall be binding upon and inure to the benefit of the
          parties hereto and their respective  successors and permitted assigns,
          Neither party shall assign this Agreement  without first obtaining the
          written consent of the other which shall not be unreasonably withheld,
          except that  Sprint may assign this  Agreement  to any  subsidiary  or
          affiliated entity without SmartServ's approval.


                                       10

<PAGE>



22.  Notice

          Any notice,  request,  demand, consent or other communication provided
          or  permitted  hereunder  shall be in  writing  and given by  personal
          delivery,  transmitted  by  telecommunications  facility  or  sent  by
          registered mail, postage prepaid,  addressed to the party for which it
          is intended at its address as set out below or as may be designated by
          notice pursuant hereto:

          Sprint:    Sprint/United Management Company
                     2330 Shawnee Mission Parkway
                     Westwood, KS 66205
                     
                     Attn: LTD Consumer Marketing
                     Steve Burke
                     Product Manager - Interactive Telephony
                     Telephone: 913-323-4822
                     FAX: 913-3234627
                 
          SmartServ:

          Any party may  change its  address  for  purposes  of  transmittal  or
          receipt  of any such  communication  by giving  ten (10)  days'  prior
          written  notice  of such  change  to the  other  party  in the  manner
          prescribed  above.  Any  notice so given  shall be deemed to have been
          received  on  the  date  it  was  delivered  or   transmitted  by  the
          telecommunication  service,  if a business  day,  or if not a business
          day, on the business day next following the date of receipt.

23.  Waiver

          Except as otherwise provided herein, no term or provision hereof shall
          be deemed waived and no breach  excused  unless such waiver or consent
          shall be in writing and signed by the party  claimed to have waived or
          consented.  Any consent by any party to, or waiver of, a breach by the
          other, whether express or implied,  shall not constitute a consent to,
          waiver of, or excuse for any other different or subsequent breach.

24.  Survival

          Termination  of this  Agreement for any cause shall not release either
          party hereto from any liability which, at the time of termination, has
          already  accrued to the other party hereto,  or which  thereafter  may
          accrue in respect to any act or omission  prior to the  termination or
          from any  obligation  which is  expressly  stated  herein  to  survive
          termination.


                                       11

<PAGE>



25.  Severability

          If any term,  provision,  covenant,  or condition of this Agreement is
          held  by  a  court  of  competent   jurisdiction   to  be  invalid  or
          unenforceable,  the remainder of the  provisions  shall remain in full
          force and effect and shall not be  affected,  impaired or  invalidated
          thereby.

26.  Entire Agreement

          This Agreement  including all schedules  contains the entire agreement
          between the parties with respect to the subject  matter as of its date
          and   supersedes   all   other   prior   arrangements,   negotiations,
          representations  and  proposals,  written  or  oral,  relating  to its
          subject matter.

          The  Schedules  contained  in this  Agreement  are as follows  and are
          incorporated herein by this reference.

          Schedule A - Description of Services
          Schedule B - Monthly Service End-Users Revenue Sharing Schedule
          Schedule C - Sprint Companies

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


SPRINT/UNITED MANAGEMENT COMPANY                SMARTSERV ONLINE INC.


By: /S/ A. LAMONT EANES                         By: /S/ SEBASTIAN E. CASSETTA
   -----------------------------                  -----------------------------
   Title: Vice President                          Title: Chief Executive Officer



                                       12

<PAGE>




Schedule A - Description of SmartServ Services (SmartServ Online Applications)

REUTERS NEW MEDIA INC.  BUSINESS NEWS - North American  Securities  News Service
features  business  news from  corporate  and  financial  markets  in the United
States. It includes market news, economic news,  industry-specific  reports, and
active  stocks.  Reuters  Online News  Service  provides  hourly  updates of top
general  news and  periodic  updates  of top  companies  business  news  stories
throughout the day.

S&P COMSTOCK MARKET DATA - View NYSE, AMEX and NASDAQ delayed stock  quotations.
Organize stock symbols into watch lists for convenient retrieval and review.

THE SPORTS NETWORK - Year round coverage for a variety of sports  distributed by
the Sports Network, Access News, Final Scores, and Delayed Gaming Odds.

WEATHER CHANNEL - National weather accessed via zip code, city-state, or weather
station. Local and five (5) day forecasts.





                                       13
<PAGE>



E-MAIL - Compose,  save,  review,  transmit,  forward,  reply and receive E-mail
messages via the  Internet.  Use the Address Book to store and readily  retrieve
most commonly used E-mail addresses.

LOTTERY RESULTS - 36 states and Powerball drawings

HOROSCOPES - Updated Daily

ODDS - POINT SPREADS, OVER/UNDER FOR NATIONAL SPORTING EVENTS.

Local  Content - Will be  developed  on a market  by  market  basis and shall be
procured and  developed by SmartServ  for the exclusive use by Sprint under this
Agreement. Such local content may include, among other items, the following

     *    Daily local news stories;
     *    Convention schedules;
     *    Local movie listings;
     *    Schedule  of  top  events  and  sporting   activities  
               *    Concert schedules; 
               *    Schedules and agendas for local School Board Meetings;
               *    Schedules of  additional  community  events and sporting
                    activities; and  
               *    Special promotions offered by local retailers.
               *    Beach reports (where applicable)



                                       14

<PAGE>



SCHEDULE B - MONTHLY SERVICE END-USER AND REVENUE SHARING SCHEDULE

================================================================================
               SERVICES                                          SCREEN PHONE
--------------------------------------------------------------------------------
  DELAYED STOCK QUOTES WITH PERSONAL LISTS
           AND NEWS STORIES
--------------------------------------------------------------------------------
E-mail via the Internet
--------------------------------------------------------------------------------
Sports Scores
--------------------------------------------------------------------------------
In-depth Sports News
--------------------------------------------------------------------------------
Delayed Gaming Odds
--------------------------------------------------------------------------------
Reuters News
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Paging (may be added at Sprint's option)
--------------------------------------------------------------------------------
Daily Horoscopes
--------------------------------------------------------------------------------
Lottery Results
--------------------------------------------------------------------------------
Weather Channel
--------------------------------------------------------------------------------
Local Content (as previously defined)                            See Schedule A
--------------------------------------------------------------------------------
Price to Sprint's customers: $7.95 to $9.95 (as ultimately
determined by Sprint; the range may be adjusted by Sprint
following consultation with SmartServ.)
--------------------------------------------------------------------------------

Sprint  shall bill and  collect  the  monthly  end-user  fees.  SmartServ  shall
REIMBURSE  SPRINT  FOR one  half the  reasonable  expenses  associated  with the
telecommunications  traffic  "whether  it be T-1,  frame  relay,  IP  network or
another solution and associated hardware; e.g., all field equipment),  including
the initial cost of such  hardware and ongoing  hardware  costs and expenses for
maintenance,  upkeep, and depreciation.  SmartServ may review any proposed field
equipment  configuration  changes.  Such field equipment is and shall remain the
sole and  exclusive  property  of Sprint  and need only be  required  to support
SmartServ  authorized  services,  inclusive of operating  system,  utilities and
application  code.  Any addition of other  foreign  products or services may not
result in stable performance or worse case prove not to work at all.

All SmartServ  proprietary  application  code developed by SmartServ is the sole
and exclusive property of SmartServ and cannot be duplicated, reverse engineered
or tampered with.  Sprint shall pay for the T-1  installation  to the local loop
rotary inclusive of local phone numbers. SmartServ shall pay for installation of
local  equipment in Stamford.  SmartServ  shall initially pay for development of
information  services and computer  software and the monthly  recurring cost for
obtaining the Local Content. - SPRINT SHALL REIMBURSE SMARTSERV FOR ONE-HALF THE
MONTHLY COST OF THE LOCAL CONTENT.

Additional costs shall be paid, initially,  with SmartServ having responsibility
for content,  software,  and infrastructure and Sprint having responsibility for
marketing,  customer acquisition,  and customer support. It is the intent of the
Parties that all of these costs and collected end-user revenues be split between
the Parties on a  fifty'-fifty  basis.  Within  thirty (30) days of the end of a
calendar  month Sprint shall report to SmartServ the amount of end-user  revenue
collected in the prior month and Sprint and SmartServ shall report to each other
the costs incurred by each of them in the prior month. It is the intent

                                       15

<PAGE>




of the  Parties  that each  Party  should  recover  fifty  percent  (50%) of its
legitimate,  documented  costs from the end user  revenue  and that any end user
revenue  remaining  shall be split  fifty-fifty  by the Parties  through  Sprint
forwarded  SmartServ's share to SmartServ within thirty (30) days of the Parties
making the aforesaid reports available to each other. If collected  revenues are
insufficient in any month to reimburse the Parties for their costs and the Local
Content,  then said  reimbursement  shall carry over to the next month  (without
interest or finance charge) and any such carry-over  reimbursement shall be paid
first from subsequent month's revenues (e.g., the parties  acknowledge that each
new Sprint customer shall receive their first month free or risk free, depending
on target segments,  and thus the parties  acknowledge that they have no revenue
expectations  for the first month of the new Market and that  collected  revenue
from the  first  month of the  Market  introduction  shall  be  insufficient  to
reimburse SmartServ. Accordingly, the parties acknowledge that SmartServ's first
month's reimbursement shall be carried over.)

Upon request of SmartServ, and with the written consent of Sprint, SmartServ may
use the exclusive Local Content in a business  application that does not compete
with  Sprint's  provision  of  SmartServ  services to end users as  contemplated
herein.  In the event that SmartServ does so use the exclusive  Local Content in
such a  non-competing  business  application,  Sprint  shall be  relieved of the
herein above imposed obligation to reimburse SmartServ for the cost of the Local
Content.

If the parties  determine that an 800 number is necessary for after hours or for
emergency  failover (as defined in Section 7(a)) Support Services,  Sprint shall
bear the cost of obtaining and maintaining such 800 number.



                                       16

<PAGE>




Schedule B-2 Ancillary Charges

Help Desk - customer service calls                            No Charge
Administrative Software                                       No Charge



                                       17

<PAGE>



Schedule C - Sprint Companies

The following  Sprint Companies are included in the definition of Sprint and are
subject to the terms of this  Agreement.  This  Agreement  does not restrict the
ability of the  companies  to realign  their  management  as long as they remain
affiliates.  All references to Sprint in this Agreement shall be deemed to refer
to the specific  Sprint  Company  ordering  services  under this  Agreement.  No
commitments  made by SUMC or a Sprint  Company,  and none shall be inferred from
this Agreement,  except as it indicated by an order with the Sprint Company. All
invoices  and  statements  shall  reference  the  particular  order  and must be
directed to the specific  Sprint Company placing the order under this Agreement.
No work  performed  on behalf of, nor product  nor  services  delivered  to, any
Sprint Company will be billed to or collected from any other Sprint Company.

i Carolina Telephone & Telegraph Co.
i Central Telephone Company - Nevada Division
i Central Telephone Company - North Carolina Division
i Central Telephone Company of Florida
i Central Telephone Company of Illinois
i Central Telephone Company of Texas
i Central Telephone Company of Virginia 
i Sprint Communications  Company,  L.P. 
i The United Telephone  Company of Pennsylvania 
i United Telephone Company of Eastern Kansas 
i United Telephone Company of Florida
i United Telephone Company of Indiana, Inc. 
i United Telephone Company of Kansas
i United Telephone Company of Minnesota 
i United Telephone Company of Missouri 
i United Telephone Company of New Jersey,  Inc. 
i United Telephone Company of Ohio
i United Telephone Company of South-central Kansas 
i United Telephone Company of Texas, Inc. 
i United Telephone Company of the Carolinas
i United Telephone Company of the Northwest
i United Telephone Company of the West
i United Telephone-Southeast, Inc.





                                       18