EXHIBIT 4.4


         THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED  UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").  THE SECURITIES MAY NOT
         BE OFFERED FOR SALE, SOLD OR OTHERWISE  TRANSFERRED  EXCEPT PURSUANT TO
         AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE ACT OR PURSUANT TO AN
         EXEMPTION FROM REGISTRATION UNDER THE ACT OR APPLICABLE BLUE SKY LAWS.

         THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES
         THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN
         PROVIDED.

No.

                          COMMON STOCK PURCHASE WARRANT

                For the Purchase of _____ Shares of Common Stock

                                       of

                             SMARTSERV ONLINE, INC.

                            (a Delaware corporation)

1.       Warrant.
         -------

                  THIS CERTIFIES  THAT, in exchange for due  consideration,  the
sufficiency  of  which  is  hereby  acknowledged,   paid  by  or  on  behalf  of
__________________  (the  "Holder"),  as registered  owner of this  Warrant,  to
SMARTSERV ONLINE, INC. (the "Company"),  the Holder is entitled, at any time and
from time to time during the five (5) year period  commencing on ___________ and
expiring  on and after  5:00  p.m.,  New York time on  ________  (the  "Exercise
Period"),  to subscribe  for,  purchase and receive,  in whole or in part, up to
____________  (_______)  shares of Common  Stock,  $.01 par value  (the  "Common
Stock"), of the Company.  This Warrant is initially exercisable as to each share
of Common Stock covered thereby at $_____ per share (the "Exercise Price").  The
term  "Exercise  Price" shall mean the initial  exercise  price or such exercise
price, as adjusted in the manner provided herein, depending on the context.

2.       Exercise.
         --------

                  In order to exercise this Warrant,  the exercise form attached
hereto must be duly executed,  completed and delivered to the Company,  together
with this Warrant and payment of the Exercise Price for the shares of the Common
Stock being purchased.  If the rights  represented hereby shall not be exercised
on or before the end of the Exercise  Period,  this Warrant  shall become and be
void and without further force or effect and all rights represented hereby shall
cease and expire.


<PAGE>

3.       Restrictions on Transfer; Registration of Transfers.
         ---------------------------------------------------

                  3.1  Restrictions on Transfer.  The registered  Holder of this
Warrant, by its acceptance hereof, agrees that prior to any proposed transfer of
any Warrants or any securities purchased upon exercise of the Warrants,  if such
transfer is not made pursuant to an effective  registration  statement under the
Securities  Act of 1933,  as amended (the "Act"),  the Warrant  holder will,  if
requested by the Company, deliver to the Company:

                  (i) an opinion of counsel reasonably  satisfactory in form and
                  substance to the Company  that the Warrants or the  securities
                  purchased  upon  exercise of the Warrants  may be  transferred
                  without registration under the Act;

                  (ii)     an  agreement  by  the  proposed  transferee  to  the
                  impression  of  the  restrictive  investment legend  set forth
                  below on the Warrant or the securities to be received;

                  (iii) an  agreement  by such  transferee  that the Company may
                  place a notation  in the stock books of the Company or a "stop
                  transfer  order" with any  transfer  agent or  registrar  with
                  respect  to the  securities  purchased  upon  exercise  of the
                  Warrants; and

                  (iv)  an  agreement  by such  transferee  to be  bound  by the
                  provisions  of this Section 3 relating to the transfer of such
                  Warrant or the  securities  purchased  upon  exercise  of such
                  Warrant.

                  Each  Warrant   holder  agrees  that  each  Warrant  and  each
certificate  representing  securities  purchased  upon  exercise of this Warrant
shall bear a legend as follows unless such securities have been registered under
the Act:

                  "The securities  represented by this certificate have not been
                  registered  under the  Securities Act of 1933, as amended (the
                  "Act").  The securities  may not be offered for sale,  sold or
                  otherwise   transferred   except   pursuant  to  an  effective
                  registration  statement  under  the  Act,  or  pursuant  to an
                  exemption from  registration  under the Act or applicable blue
                  sky laws."


                  3.2 Registration of Transfers.  In order to make any permitted
assignment,  the Holder must deliver to the Company the assignment form attached
hereto duly  executed and  completed,  together with this Warrant and payment of
all transfer taxes, if any, payable in connection  therewith.  The Company shall
immediately  transfer the number of Warrants specified in the assignment form on
the books of the Company and shall execute and deliver a new warrant or warrants
of like tenor to the appropriate  assignee(s)  expressly evidencing the right to
purchase  the number of shares of Common  Stock  purchasable  hereunder  or such
portion of such number as shall be contemplated by such assignment.



                                      -2-
<PAGE>


4.       New Warrants to be Issued.
         -------------------------

                  4.1 Partial Exercise or Transfer.  Subject to the restrictions
in Section 3 hereof,  this  Warrant may be  exercised or assigned in whole or in
part.  In the event of the  exercise  or  assignment  hereof in part only,  upon
surrender  of this Warrant for  cancellation,  together  with the duly  executed
exercise or assignment  form and funds  sufficient to pay any required  transfer
tax, the Company shall cause to be delivered to the Holder  without charge a new
warrant  or new  warrants  of like  tenor  with this  Warrant in the name of the
Holder evidencing the right to purchase, in the aggregate,  the remaining number
of underlying shares of Common Stock  purchasable  hereunder after giving effect
to any such partial exercise or assignment.

                  4.2 Lost Certificate.  Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
and of an  indemnification in favor of the Company,  reasonably  satisfactory to
it, the Company  shall execute and deliver a new warrant of like tenor and date.
Any such new warrants  executed and  delivered as a result of such loss,  theft,
mutilation or destruction shall constitute an additional  contractual obligation
on the part of the Company.

5.       Adjustments to Exercise Price and Number of Securities.
         ------------------------------------------------------

                  5.1 Subdivision and Combination.  In case the Company shall at
any time  subdivide  or combine  the  outstanding  shares of Common  Stock,  the
Exercise  Price shall  forthwith  be  proportionately  decreased  in the case of
subdivision or increased in the case of combination.

                  5.2  Adjustment in Number of Shares.  Upon each  adjustment of
the Exercise  Price  pursuant to the provisions of this Section 5, the number of
shares of Common  Stock  issuable  upon the  exercise of this  Warrant  shall be
adjusted to the nearest full number  obtained by multiplying  the Exercise Price
in effect immediately prior to such adjustment by the number of shares of Common
Stock  issuable  upon  exercise  of  this  Warrant  immediately  prior  to  such
adjustment and dividing the product so obtained by the adjusted Exercise Price.

                  5.3  Recapitalization.  For the purpose of this  Warrant,  the
term  "Common  Stock"  shall also mean any other class of stock  resulting  from
successive  changes or  reclassifications  of Common Stock consisting  solely of
changes in par value, or from par value to no par value, or from no par value to
par value.

                  5.4 Merger or  Consolidation.  In case of any consolidation of
the Company  with, or merger of the Company with, or merger of the Company into,
another  corporation (other than a consolidation or merger which does not result
in  any  reclassification  or  change  of the  outstanding  Common  Stock),  the
corporation  formed by such consolidation or merger shall execute and deliver to
the Holder(s) a supplemental  warrant  providing that the holder of each warrant
then outstanding or to be outstanding shall have the right thereafter (until the
stated  expiration of such  warrant) to receive,  upon exercise of such warrant,
the kind and  amount  of  shares of stock  and  other  securities

                                      -3-

<PAGE>

and property  receivable upon such  consolidation or merger, by a holder of the
number of shares of Common  Stock of the Company for which such  warrants  might
have been exercised  immediately prior to such  consolidation,  merger,  sale or
transfer.  Such supplemental  warrants shall provide for adjustments which shall
be identical to the  adjustments  provided in Section 5. The above  provision of
this Section shall similarly apply to successive consolidations or mergers.

                  5.5  Redemption of Warrants This Warrant cannot be redeemed by
 the Company  without the prior written consent of the Holder.

                  5.6 Dividends and Other  Distributions.  In the event that the
Company shall at any time prior to the exercise in full of this Warrant  declare
a non-cash dividend (other than a dividend consisting solely of shares of Common
Stock) or otherwise distribute to its stockholders any assets, property, rights,
evidences  of  indebtedness,  securities  (other than  shares of Common  Stock),
whether  issued by the Company or by another,  or any other thing of value other
than cash, the Holder of this Warrant shall thereafter be entitled,  in addition
to the shares of Common Stock or other  securities and property  receivable upon
the exercise thereof,  to receive,  upon the exercise of such Warrant,  the same
property,  assets,  rights,  evidences of indebtedness,  securities or any other
thing of value that it would have been  entitled  to receive at the time of such
dividend or distribution as if the Warrant had been exercised  immediately prior
to  such  dividend  or  distribution.  At the  time  of  any  such  dividend  or
distribution,  the Company shall make appropriate  reserves to ensure the timely
performance of the provisions of this Section 5.6.

                  5.7 Elimination of Fractional Interests. The Company shall not
be required to issue  certificates  representing  fractions  of shares of Common
Stock upon the exercise of the Warrant,  nor shall it be required to issue scrip
or pay cash in lieu of any  fractional  interests,  it being  the  intent of the
parties  that all  fractional  interests  shall be  eliminated  by rounding  any
fraction  up to the  nearest  whole  number of  shares of Common  Stock or other
securities, properties or rights as shall be issuable upon the exercise thereof.

6.       Reservation.
         -----------

                  The Company shall at all times reserve and keep  available out
of its  authorized  shares of Common  Stock,  solely for the purpose of issuance
upon  exercise of the  Warrant,  such number of shares of Common  Stock or other
securities, properties or rights as shall be issuable upon the exercise thereof.
The Company  covenants and agrees that, upon exercise of the Warrant and payment
of the Exercise Price therefor,  all shares of Common Stock and other securities
issuable upon such  exercise  shall be duly and validly  issued,  fully paid and
nonassessable.


7.       Certain Notice Requirements.
         ---------------------------

                  7.1 Holder's Right to Receive Notice.  Nothing herein shall be
construed  as  conferring  upon the  Holder  the right to vote or  consent or to
receive  notice as a  stockholder  for the


                                      -4-

<PAGE>


election of directors or any other matter,  or as having any rights  whatsoever
as a  stockholder  of the  Company.  If,  however,  at  any  time  prior  to the
expiration  of the  Warrant and its  exercise,  any of the events  described  in
Section 7.2 shall occur,  then, in one or more of said events, the Company shall
give written  notice of such event at least  fifteen (15) days prior to the date
fixed as a  record  date or the  date of  closing  the  transfer  books  for the
determination  of the  stockholders  entitled  to such  dividend,  distribution,
conversion or exchange of securities or subscription rights, or entitled to vote
on such proposed dissolution, liquidation, winding up or sale. Such notice shall
specify  such record date or the date of the closing of the transfer  books,  as
the case may be.

                  7.2 Events Requiring Notice.  The Company shall be required to
give the notice  described in this  Section 7 upon one or more of the  following
events:  (i) if the Company  shall take a record of the holders of its shares of
Common  Stock  for the  purpose  of  entitling  them to  receive a  dividend  or
distribution  payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of retained earnings,  as indicated by the accounting
treatment of such dividend or distribution on the books of the Company,  or (ii)
a  dissolution,  liquidation  or  winding  up of  the  Company  (other  than  in
connection with a consolidation or merger) or a sale of all or substantially all
of its property, assets and business shall be proposed.

                  7.3 Notice of Change in Exercise  Price.  The  Company  shall,
promptly  after an event  requiring a change in the Exercise  Price  pursuant to
Section 5 hereof,  send  notice to the  Holders of such  event and  change  (the
"Price  Notice").  The Price Notice shall  describe the event causing the change
and the  method of  calculating  same and shall be  certified  as being true and
accurate by the Company's Chief Executive Officer and Treasurer.

                  7.4 Transmittal of Notices.  All notices,  requests,  consents
and other  communications  under this  Warrant  shall be in writing and shall be
deemed to have been duly given or made when hand delivered, or when delivered by
responsible overnight courier:

               (i)      If to the registered Holder of this Warrant, to:









               (ii)     if to the Company, to:

                        SmartServ Online, Inc.
                        Metro Center
                        One Station Place
                        Stamford, CT 06902
                        Attention: Chief Executive Officer


                                      -5-
<PAGE>


Either of the Holder or the Company may change the  foregoing  address by notice
given pursuant to this Section 7.4.

8.       Miscellaneous.
         -------------

                  8.1  Amendments.  The  Company and the Holder may from time to
time  supplement or amend this Warrant  without the approval of any other Holder
in order to cure any ambiguity, to correct or supplement any provision contained
herein which may be defective or inconsistent with any other provisions  herein,
or to make any other  provisions  in  regard to  matters  or  questions  arising
hereunder  which the  Company  may deem  necessary  or  desirable  and which the
Company deems shall not adversely  affect the interest of the Holder.  All other
modifications  or  amendments  shall  require the  written  consent of the party
against whom enforcement of the modification or amendment is sought.

                  8.2 Headings.  The headings  contained herein are for the sole
purpose of  convenience  of reference,  and shall not in any way limit or affect
the meaning or interpretation of any of the terms or provisions of this Warrant.

                  8.3 Entire  Agreement.  This Warrant  (together with the other
agreements and documents being delivered  pursuant to or in connection with this
Warrant)  constitute the entire  agreement of the parties hereto with respect to
the subject matter hereof, and supersede all prior agreements and understandings
of the parties, oral and written, with respect to the subject matter hereof.

                  8.4 Binding  Effect.  This  Warrant  shall inure solely to the
benefit of and shall be binding  upon,  the  Holder  and the  Company  and their
permitted assignees,  respective successors,  legal representatives and assigns,
and no other  person  shall have or be  construed to have any legal or equitable
right,  remedy or claim  under or in respect of or by virtue of this  Warrant or
any provisions herein contained.

                  8.5 Governing Law;  Submission to  Jurisdiction.  This Warrant
shall be governed by and construed  and enforced in accordance  with the laws of
the State of  Connecticut,  without  giving effect to principles of conflicts of
laws. Any action,  proceeding or claim against the Company or the Holder arising
out of, or relating in any way to this Warrant  shall be brought and enforced in
the courts of the State of  Connecticut  or of the United  States of America for
the Federal District of Connecticut,  and the Company and the Holder irrevocably
submit to such jurisdiction,  which jurisdiction shall be exclusive. The parties
hereto waive any objection to such exclusive  jurisdiction  and that such courts
represent an inconvenient  forum.  The prevailing party in any such action shall
be entitled to recover  from the other  party all of its  reasonable  attorneys'
fees and  expenses  relating to such  action or  proceeding  and/or  incurred in
connection with the preparation therefore.

                  8.6 Waiver,  Etc.  The failure of the Company or the Holder to
at any time enforce


                                      -6-


<PAGE>

any of the  provisions of this Warrant shall not be deemed or construed to be a
waiver of any such  provision,  nor in any way to affect  the  validity  of this
Warrant  or any  provision  hereof or the right of the  Company or any Holder to
thereafter  enforce each and every  provision of this Warrant.  No waiver of any
breach, noncompliance or nonfulfillment of any of the provisions of this Warrant
shall be  effective  unless set forth in a written  instrument  executed  by the
party or parties against whom or which enforcement of such waiver is sought; and
no waiver of any such breach, noncompliance or nonfulfillment shall be construed
or deemed to be a waiver of any other or subsequent breach,



                                      -7-
<PAGE>


noncompliance or nonfulfillment.

                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
signed by its duly authorized officer on the __ day of _____, 199__.

                                            SMARTSERV ONLINE, INC.


                                            By:______________________________
                                               Name:
                                               Title:


                                      -8-
<PAGE>


Form to be used to exercise Warrant:

SMARTSERV ONLINE, INC.
Metro Center
One Station Place
Stamford, CT 06902

Date: __________________

                  The  Undersigned  hereby  elects  irrevocably  to exercise the
within  Warrant and to purchase  __________  shares of Common Stock of SmartServ
Online,  Inc.  and  hereby  makes  payment  of  $_____________  (at the  rate of
$______________  per share) in payment of the Exercise Price  pursuant  thereto.
Please issue the shares as to which this Warrant is exercised in accordance with
the instructions given below.

                                                          Signature

                                                          Signature Guaranteed

                   INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name
    ---------------------------------------------------------------------------
                            (Print in Block Letters)

Address
       ------------------------------------------------------------------------

                  NOTICE:  The signature to this form must  correspond  with the
name as written upon the face of the within Warrant in every particular  without
alteration or enlargement or any change whatsoever,  and must be guaranteed by a
bank,  other than a savings  bank,  or by a trust  company  or by a firm  having
membership on a registered national securities exchange.


                                      -9-
<PAGE>


Form to be used to assign Warrant:

                                   ASSIGNMENT

                  (To be executed by the registered  Holder to effect a transfer
of the within Warrant):

                  FOR  VALUE  RECEIVED,   ________________________________  does
hereby sell,  assign and transfer unto  __________________________  the right to
purchase  ____________  shares of Common Stock of SmartServ  Online,  Inc.  (the
"Company") evidenced by the within Warrant and does hereby authorize the Company
to transfer such right on the books of the Company.

Dated:___________________

                                                     --------------------------
                                                     Signature


                                                     --------------------------
                                                     Signature Guaranteed

                  NOTICE:  The signature to this form must  correspond  with the
name as written upon the face of the within Warrant in every particular  without
alteration or enlargement or any change whatsoever,  and must be guaranteed by a
bank,  other than a savings  bank,  or by a trust  company  or by a firm  having
membership on a registered national securities exchange.