Exhibit 4.1



NEITHER THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE  SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY  ACCEPTABLE  TO THE
COMPANY.

                             SMARTSERV ONLINE, INC.


                                     WARRANT


Warrant No. W-___                       Date of Original Issuance: May ___, 2003

         SmartServ Online, Inc., a Delaware corporation (the "Company"),  hereby
certifies that, for value received,  ____________ or his registered assigns (the
"Holder"),  is  entitled  to  purchase  from the Company up to a total of ______
[200,000 shares for each Unit purchased]  shares of common stock, $.01 par value
per share (the  "Common  Stock"),  of the Company  (each such share,  a "Warrant
Share" and all such shares,  the "Warrant Shares") at an exercise price equal to
$_________ per share [the lesser of (i) the average  closing bid price per share
of Common Stock as quoted on the Nasdaq  SmallCap Market during the five Trading
Days  immediately  prior to the  First  Closing  Date or an  Additional  [global
change]  Closing  Date, as  applicable,  or (ii) the closing bid price of Common
Stock as quoted on the Nasdaq SmallCap  Market on the day  immediately  prior to
the First Closing Date or an Additional Closing Date, as applicable](as adjusted
from time to time as provided in Section 9, the "Exercise  Price"),  at any time
and from time to time from and after the date hereof and  through and  including
May ___,  2006 [3 years after the First  Closing Date or an  Additional  Closing
Date, as applicable] (the "Expiration Date"), and subject to the following terms
and conditions.

         1.  Definitions.  In addition to the terms  defined  elsewhere  in this
Warrant,  capitalized terms that are not otherwise defined herein shall have the
meanings given to such terms in the Securities Purchase  Agreement,  dated as of
May ___,  2003  between the  Company,  the  original  Holder and other  original
holders named therein (the "Purchase Agreement").

         2.  Registration  of Warrant.  The Company shall register this Warrant,
upon records to be  maintained  by the Company for that  purpose  (the  "Warrant
Register"),  in the name of the  record  Holder  hereof  from time to time.  The
Company may deem and treat the registered Holder of this Warrant as the absolute

<PAGE>

owner hereof for the purpose of any exercise  hereof or any  distribution to the
Holder, and for all other purposes, absent actual notice to the contrary.

         3.  Registration of Transfers.  The Company shall register the transfer
of any portion of this Warrant in the Warrant  Register,  upon surrender of this
Warrant,  with the Form of Assignment attached hereto duly completed and signed,
to the Company at its address  specified  herein.  Upon any such registration of
transfer,  an exchange  Warrant to purchase Common Stock, in  substantially  the
form of this Warrant (any such exchange  Warrant,  a "New Warrant"),  evidencing
the portion of this Warrant so transferred shall be issued to the transferee and
a  New  Warrant  evidencing  the  remaining  portion  of  this  Warrant  not  so
transferred,  if any, shall be issued to the transferring Holder. The acceptance
of the New Warrant by the  transferee  thereof shall be deemed the acceptance by
such  transferee of all of the rights and  obligations of a holder of a Warrant.
Warrants and Warrant Shares may only be disposed of in compliance with state and
federal securities laws. In connection with any transfer of Warrant Shares other
than pursuant to an effective  registration  statement,  to the Company or to an
Affiliate of a Holder, the Company may require the transferor thereof to provide
to the Company an opinion of counsel  selected by the  transferor,  the form and
substance of which opinion shall be reasonably  satisfactory to the Company,  to
the effect that such transfer does not require registration under the Securities
Act.

         4. Exercise and Duration of Warrants. This Warrant shall be exercisable
by the registered Holder, in whole or in part, at any time and from time to time
on or after the date hereof to and including  5:30 p.m.,  New York City time, on
the Expiration  Date.  The Exercise  Price is payable in  immediately  available
funds or as otherwise  provided in Section 13. At 5:30 p.m.,  New York City time
on the Expiration  Date, the portion of this Warrant  available for exercise and
not exercised prior thereto shall be and become void and of no value.

         5. Delivery of Warrant Shares and Exercise of Warrant. Upon delivery of
the Form of Election to Purchase,  which Form shall specify the number of shares
of Common Stock to be purchased,  and this Warrant to the Company at its address
for  notice  set forth in Section  11 and upon  payment  of the  Exercise  Price
multiplied by the number of Warrant  Shares that the Holder  intends to purchase
hereunder,  the Company shall,  within three business days, issue and deliver to
the Holder,  a certificate  for the Warrant  Shares  issuable upon such exercise
with the appropriate legend, if required. As used in this Agreement,  a "Date of
Exercise" means the date on which the Holder shall have delivered to the Company
(i) the Form of Election to Purchase  attached hereto,  appropriately  completed
and duly signed,  (ii)  payment of the Exercise  Price for the number of Warrant
Shares so indicated by the Holder to be purchased and (iii) this Warrant. If the
Warrant has not been fully  exercised,  the Company will  deliver a  replacement
Warrant to the Holder for the number of Warrant Shares remaining  subject to the
Warrant,  which replacement  Warrant shall in all other respects be identical to
this Warrant or, at the election of the Company,  an appropriate  notation shall
be made on this Warrant, which shall then be returned to the Holder.

         6. Charges, Taxes and Expenses.  Issuance and delivery of New Warrants,
replacement Warrants issued upon a partial exercise, and certificates for shares
of Common Stock upon  exercise of this Warrant  shall be made without  charge to
the Holder for any issue or transfer tax, withholding tax, transfer agent fee or
other incidental tax or expense in respect of the issuance of such certificates,

                                       2
<PAGE>

all of which taxes and expenses shall be paid by the Company; provided, however,
that the  Company  shall not be  required to pay any tax which may be payable in
respect of any transfer  involved in the  registration of any  certificates  for
Warrant  Shares or Warrants in a name other than that of the Holder.  The Holder
shall be  responsible  for all other tax liability that may arise as a result of
holding or transferring  this Warrant or receiving  Warrant Shares upon exercise
hereof.

         7. Replacement of Warrant.  If this Warrant is mutilated,  lost, stolen
or  destroyed,  the Company  shall  issue or cause to be issued in exchange  and
substitution for and upon  cancellation  hereof,  or in lieu of and substitution
for this Warrant,  a New Warrant,  but only upon receipt of evidence  reasonably
satisfactory to the Company of such loss, theft, destruction,  or mutilation and
customary and reasonable indemnity,  if requested.  Applicants for a New Warrant
under  such   circumstances   shall  also  comply  with  such  other  reasonable
regulations and procedures and pay such other  reasonable  third-party  costs as
the  Company  may  prescribe.  If a New  Warrant is  requested  as a result of a
mutilation  of this Warrant,  then the Holder shall also deliver such  mutilated
Warrant to the Company as a condition  precedent to the Company's  obligation to
issue the New Warrant.

         8. Reservation of Warrant Shares. The Company covenants that it has and
will at all  times  reserve  and  keep  available  out of the  aggregate  of its
authorized but unissued and otherwise  unreserved  Common Stock,  solely for the
purpose of enabling it to issue Warrant  Shares upon exercise of this Warrant as
herein  provided,  the  number of Warrant  Shares  which are then  issuable  and
deliverable  upon the exercise of all Warrants  issued  pursuant to the Purchase
Agreement.  All shares of Common  Stock issued upon the exercise of this Warrant
shall be  validly  issued,  fully  paid,  and  non-assessable  and free from all
preemptive  rights of any stockholder of the Company and from all taxes,  liens,
and charges with respect to the issue thereof (other than transfer  taxes),  and
if the Common  Stock of the  Company is then listed on any  national  securities
exchange (as defined in the Exchange  Act) or eligible for trading on The Nasdaq
Stock Market or the Nasdaq OTC Bulletin Board,  shall be duly listed or eligible
thereon, as the case may be.

         9. Certain Adjustments. The Exercise Price and number of Warrant Shares
issuable upon  exercise of this Warrant are subject to  adjustment  from time to
time as set forth in this Section 9.

         (a) Stock Dividends and Splits. If the Company,  at any time while this
Warrant  is  outstanding,  (i)  pays a stock  dividend  on its  Common  Stock or
otherwise  makes a distribution on any class of capital stock that is payable in
shares of Common Stock, (ii) subdivides  outstanding shares of Common Stock into
a larger number of shares, or (iii) combines  outstanding shares of Common Stock
into a smaller number of shares, then in each such case the Exercise Price shall
be multiplied by a fraction of which the numerator shall be the number of shares
of Common  Stock  outstanding  immediately  before  such  event and of which the
denominator   shall  be  the  number  of  shares  of  Common  Stock  outstanding
immediately after such event. Any adjustment made pursuant to clause (i) of this
paragraph  shall  become  effective  immediately  after the record  date for the
determination of stockholders entitled to receive such dividend or distribution,
and any  adjustment  pursuant  to clause (ii) or (iii) of this  paragraph  shall
become  effective  immediately  after the effective date of such  subdivision or

                                       3
<PAGE>

combination.  If any event requiring an adjustment  under this paragraph  occurs
during the period  that an  Exercise  Price is  calculated  hereunder,  then the
calculation  of such Exercise Price shall be adjusted  appropriately  to reflect
such event.

         (b) Pro Rata  Distributions.  If the  Company,  at any time  while this
Warrant is outstanding,  distributes to all holders of Common Stock (i) evidence
of its  indebtedness,  (ii) any security  (other than a  distribution  of Common
Stock covered by the preceding paragraph), (iii) rights or warrants to subscribe
for  or  purchase  any  security,  or  (iv)  any  other  asset  (in  each  case,
"Distributed Property"), then, at the request of any Holder delivered before the
30th day after the record date fixed for determination of stockholders  entitled
to receive such  distribution,  the Company will deliver to such Holder,  within
seven days after such  request  (or,  if later,  on the  effective  date of such
distribution),  the  Distributed  Property  that  such  Holder  would  have been
entitled  to receive in respect of the  Warrant  Shares for which such  Holder's
Warrant could have been exercised immediately prior to such record date. If such
Distributed  Property is not  delivered  to a Holder  pursuant to the  preceding
sentence,  then upon any  exercise of the Warrant  that occurs after such record
date,  such Holder  shall be  entitled  to  receive,  in addition to the Warrant
Shares otherwise  issuable upon such conversion,  the Distributed  Property that
such  Holder  would have been  entitled  to receive in respect of such number of
Warrant  Shares had the Holder  been the record  holder of such  Warrant  Shares
immediately prior to such record date.

         (c)  Fundamental  Transactions.  If, at any time while this  Warrant is
outstanding,  (1) the Company effects any merger or consolidation of the Company
with  or into  another  Person,  (2)  the  Company  effects  any  sale of all or
substantially all of its assets in one or a series of related transactions,  (3)
any tender offer or exchange offer (whether by the Company or another Person) is
completed  pursuant to which  holders of Common Stock are permitted to tender or
exchange their shares for other securities, cash or property, or (4) the Company
effects  any  reclassification  of the  Common  Stock  or any  compulsory  share
exchange  pursuant to which the Common Stock is  effectively  converted  into or
exchanged  for  other  securities,  cash  or  property  (in  any  such  case,  a
"Fundamental  Transaction"),  then the Holder shall have the right thereafter to
receive, upon exercise of this Warrant, in lieu of any other consideration,  the
same  amount  and kind of  securities,  cash or  property  as he would have been
entitled to receive upon the  occurrence of such  Fundamental  Transaction if he
had been, immediately prior to such Fundamental  Transaction,  the holder of the
number of Warrant  Shares then  issuable  upon  exercise in full of this Warrant
(the  "Alternate  Consideration").  For  purposes  of  any  such  exercise,  the
determination of the Exercise Price shall be appropriately  adjusted to apply to
such  Alternate  Consideration  based on the amount of  Alternate  Consideration
issuable  in  respect  of  one  share  of  Common  Stock  in  such   Fundamental
Transaction,  and the Company or its successor or the surviving entity following
such  Fundamental  Transaction  shall  apportion  the  Exercise  Price among the
Alternate  Consideration in a reasonable manner reflecting the relative value of
any different  components of the Alternate  Consideration.  If holders of Common
Stock are given any choice as to the securities, cash or property to be received
in a Fundamental Transaction,  then the Holder shall be given the same choice as
to the  Alternate  Consideration  he receives  upon any exercise of this Warrant
following such Fundamental Transaction.  At the Holder's option and request, any
successor to the Company or  surviving  entity in such  Fundamental  Transaction
shall, either (1) issue to the Holder a New Warrant substantially in the form of
this Warrant and  consistent  with the foregoing  provisions  and evidencing the
Holder's  right  to  purchase  the  Alternate  Consideration  for the  aggregate

                                       5
<PAGE>

Exercise  Price upon  exercise  thereof,  or (2)  purchase  the Warrant from the
Holder  for a  purchase  price,  payable  in cash  within  seven days after such
request (or, if later,  on the effective date of the  Fundamental  Transaction),
equal to the Black Scholes value of the  remaining  unexercised  portion of this
Warrant on the date of such  request.  The terms of any  agreement  pursuant  to
which a Fundamental  Transaction is effected  shall include terms  requiring any
such  successor  or  surviving  entity to  comply  with the  provisions  of this
paragraph (c) and ensuring that the Warrant (or any such  replacement  security)
will be  similarly  adjusted  upon any  subsequent  transaction  analogous  to a
Fundamental Transaction.

         (d) Number of Warrant Shares. Simultaneously with any adjustment to the
Exercise Price pursuant this Section 9, the number of Warrant Shares that may be
purchased  upon  exercise  of this  Warrant  shall  be  increased  or  decreased
proportionately,  so that after such  adjustment  the aggregate  Exercise  Price
payable  hereunder for the increased  number of Warrant Shares shall be the same
as the aggregate Exercise Price in effect immediately prior to such adjustment.

         (e) Calculations.  All calculations  under this Section 9 shall be made
to the nearest cent or the nearest 1/100th of a share, as applicable. The number
of shares of Common Stock outstanding at any given time shall not include shares
owned or held by or for the account of the Company,  and the  disposition of any
such shares shall be considered an issue or sale of Common Stock.

         (f)  Notice of  Adjustments.  Upon the  occurrence  of each  adjustment
pursuant to this  Section 9, the Company at its expense  will  promptly  compute
such  adjustment  in  accordance  with the terms of this  Warrant  and prepare a
certificate setting forth such adjustment, including a statement of the adjusted
Exercise Price and adjusted number or type of Warrant Shares or other securities
issuable  upon  exercise  of  this  Warrant  (as  applicable),   describing  the
transactions  giving  rise to such  adjustments  and showing in detail the facts
upon which such  adjustment  is based.  Upon written  request,  the Company will
promptly  deliver  a copy of each  such  certificate  to the  Holder  and to the
Company's Transfer Agent.

         (g) Notice of Corporate  Events. If the Company (i) declares a dividend
or any other  distribution  of cash,  securities or other property in respect of
its  Common  Stock,  including  without  limitation  any  granting  of rights or
warrants to subscribe  for or purchase  any capital  stock of the Company or any
Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating
or  solicits  stockholder  approval  for any  Fundamental  Transaction  or (iii)
authorizes the voluntary  dissolution,  liquidation or winding up of the affairs
of the Company, then the Company shall deliver to the Holder a notice describing
the material terms and conditions of such  transaction at least 20 days prior to
the  applicable  record or  effective  date on which a Person would need to hold
Common  Stock  in  order  to  participate  in  or  vote  with  respect  to  such
transaction,  and the Company will take all steps reasonably  necessary in order
to ensure that the Holder is given the  practical  opportunity  to exercise this
Warrant prior to such time so as to  participate in or vote with respect to such
transaction;  provided,  however, that the failure to deliver such notice or any
defect therein shall not affect the validity of the corporate action required to
be described in such notice.

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<PAGE>

         10. No Fractional  Shares.  No fractional shares of Warrant Shares will
be  issued in  connection  with any  exercise  of this  Warrant.  In lieu of any
fractional shares which would otherwise be issuable, the Company shall issue the
next highest number of whole Warrant Shares.

         11. Notices.  Any and all notices or other communications or deliveries
hereunder (including without limitation any Exercise Notice) shall be in writing
and  shall be deemed  given and  effective  on the  earliest  of (i) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  number specified in this Section 11 prior to 5:30 p.m. (New York City
time) on a day on which  banks in the  State of  Delaware  are not  required  or
permitted to close (a "Business Day"), (ii) the next Business Day after the date
of  transmission,  if such notice or communication is delivered via facsimile at
the  facsimile  number  specified  in  this  Section  11 on a day  that is not a
Business Day or later than 5:30 p.m.  (New York City time) on any Business  Day,
(iii) the  Business  Day  following  the date of  mailing,  if sent for next day
delivery by nationally recognized overnight courier service, or (iv) upon actual
receipt by the party to whom such notice is required to be given.  The addresses
for such communications shall be: (i) if to the Company, SmartServ Online, Inc.,
One Station Place,  Stamford,  CT 06902,  Facsimile No.: (203)  353-5984,  Attn:
Chief Financial  Officer,  or (ii) if to the Holder, to the address or facsimile
number  appearing  on the Warrant  Register or such other  address or  facsimile
number as the Holder may provide to the Company in accordance  with this Section
11.

         12. Warrant Agent.  The Company shall serve as warrant agent under this
Warrant.  Upon 20 days'  notice to the  Holder,  the  Company  may appoint a new
warrant agent.  Any corporation  into which the Company or any new warrant agent
may be merged or any corporation  resulting from any  consolidation to which the
Company or any new warrant  agent shall be a party or any  corporation  to which
the  Company  or  any  new  warrant  agent  transfers  substantially  all of its
corporate trust or shareholders  services  business shall be a successor warrant
agent under this Warrant  without any further act.  Any such  successor  warrant
agent shall  promptly  cause  notice of its  succession  as warrant  agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.

         13.  Cashless  Exercise.   Notwithstanding  anything  to  the  contrary
contained  herein,  if this Warrant will expire within five days or if, one year
from the date hereof, there is not then and has not theretofore been a currently
effective Registration Statement covering the resale of the Warrant Shares, this
Warrant may be exercised in whole or in part by  presentation  and  surrender of
this Warrant to the Company at its  principal  executive  offices with a written
notice of the  holder's  intention  to effect a cashless  exercise,  including a
calculation  of the  number of shares  of  Common  Stock to be issued  upon such
exercise in  accordance  with the terms hereof (a "Cashless  Exercise").  In the
event of a Cashless Exercise,  in lieu of paying the Exercise Price in cash, the
holder  shall  surrender  this  Warrant (or portion  thereof) for that number of
shares of Common Stock determined by multiplying the number of Warrant Shares to
which it would otherwise be entitled by a fraction, the numerator of which shall
be the difference between the closing price per share of the Common Stock on the
trading day  immediately  prior to the date of exercise and the Exercise  Price,
and the  denominator  of which shall be such  closing  price per share of Common
Stock.

                                       6
<PAGE>


14. Miscellaneous.

         (a) This  Warrant  shall be binding on and inure to the  benefit of the
parties  hereto and their  respective  successors  and  assigns.  Subject to the
preceding  sentence,  nothing in this Warrant  shall be construed to give to any
Person  other than the  Company  and the Holder  any legal or  equitable  right,
remedy or cause of action under this  Warrant.  This Warrant may be amended only
in  writing  signed by the  Company  and the  Holder  and their  successors  and
assigns.

         (b) All questions  concerning the construction,  validity,  enforcement
and  interpretation  of this  Agreement  shall be governed by and  construed and
enforced in accordance with the internal laws of the State of Delaware,  without
regard to the principles of conflicts of law thereof. Each party agrees that all
legal proceedings concerning the interpretation,  enforcement and defense of the
transactions  contemplated  by this  Warrant  (whether  brought  against a party
hereto  or  its  respective  affiliates,   directors,  officers,   shareholders,
employees or agents) (each, a  "Proceeding")  shall be exclusively  commenced in
the state and federal courts sitting in the State of New York in New York County
(the "Courts").  Each party hereto hereby  irrevocably  submits to the exclusive
jurisdiction of the Courts for any Proceeding,  and hereby  irrevocably  waives,
and agrees not to assert in any Proceeding,  any claim that it is not personally
subject to the  jurisdiction  of any such court,  or such Courts are improper or
inconvenient  venue for such proceeding.  Each party hereby  irrevocably  waives
personal  service  of  process  and  consents  to  process  being  served in any
Proceeding  by  mailing a copy  thereof  via  registered  or  certified  mail or
overnight  delivery  (with evidence of delivery) to such party at the address in
effect for notices to it under this Warrant and agrees that such  service  shall
constitute good and sufficient  service of process and notice  thereof.  Nothing
contained  herein shall be deemed to limit in any way any right to serve process
in any manner  permitted  by law.  Each of the  Company  and the  Holder  hereby
irrevocably  waives,  to the fullest extent permitted by applicable law, any and
all right to trial by jury in any  Proceeding.  If any party  shall  commence an
action or  proceeding  to  enforce  any  provisions  of this  Warrant,  then the
prevailing  party in such Proceeding  shall be reimbursed by the other party for
its attorneys fees and other costs and expenses incurred with such Proceeding.

         (c) The  Company  shall  not by any  action  avoid or seek to avoid the
observance or performance  of any of the terms of this Warrant,  but will at all
times in good faith  assist in the carrying out of all such terms and the taking
of all such actions as may be necessary or  appropriate to protect the rights of
the Holder against impairment. Without limiting the generality of the foregoing,
the Company will (i) take all such action as may be necessary or  appropriate in
order  that  the  Company   may  validly  and  legally   issue  fully  paid  and
non-assessable  shares of Common Stock upon the exercise of this Warrant and (b)
use its best efforts to obtain all such authorizations,  exemptions, or consents
from any  public  or  regulatory  body  having  jurisdiction  thereof  as may be
necessary to enable the Company to perform its obligations under this Warrant.

         (d) The headings herein are for  convenience  only, do not constitute a
part of this  Warrant  and shall  not be  deemed  to limit or affect  any of the
provisions hereof.

                                       7
<PAGE>

         (e) In case any one or more of the  provisions of this Warrant shall be
invalid or unenforceable in any respect,  the validity and enforceability of the
remaining  terms and provisions of this Warrant shall not in any way be affected
or impaired  thereby and the parties  will attempt in good faith to agree upon a
valid and enforceable provision which shall be a reasonable substitute therefor,
and upon so  agreeing,  shall  incorporate  such  substitute  provision  in this
Warrant.

         (f) All pronouns and any  variations  thereof  refer to the  masculine,
feminine or neuter,  singular or plural,  as the context may require.  All terms
defined in this  Agreement in their  singular or plural  forms have  correlative
meanings when used herein in their plural or singular forms, respectively.

         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed by its authorized officer as of the date first indicated above.


                                          SMARTSERV ONLINE, INC.



                                          By:
                                             -------------------------------
                                          Name:
                                               -----------------------------
                                          Title:
                                                ----------------------------



                                       8
<PAGE>

                          FORM OF ELECTION TO PURCHASE


To SMARTSERV ONLINE, INC.:

         In accordance  with the Warrant  enclosed with this Form of Election to
Purchase,  the undersigned hereby  irrevocably elects to purchase  _____________
shares of common stock ("Common Stock"),  $.01 par value per share, of SMARTSERV
ONLINE, INC. and encloses herewith $________ in cash, certified or official bank
check or checks or other immediately  available funds,  which sum represents the
aggregate Exercise Price (as defined in the Warrant) for the number of shares of
Common Stock to which this Form of Election to Purchase  relates,  together with
any applicable taxes payable by the undersigned pursuant to the Warrant.

         The Holder  hereby  represents,  warrants and  covenants  that he is an
accredited  investor within the meaning of Regulation D under the Securities Act
of 1933,  as  amended,  and has sold or will sell the  shares  of  Common  Stock
issuable upon this exercise  pursuant to the  Company's  registration  statement
covering the resale by the Holder of such shares and, in  connection  therewith,
has  complied or will comply with the  prospectus  delivery  requirements  under
Federal securities laws.

         The  undersigned  requests that  certificates  for the shares of Common
Stock issuable upon this exercise be issued in the name of


                                         PLEASE INSERT SOCIAL SECURITY OR
                                         TAX IDENTIFICATION NUMBER


                         (Please print name and address)


<PAGE>


                               FORM OF ASSIGNMENT


         [To be completed and signed only upon transfer of Warrant]

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto  ________________________________  the  right  represented  by  the  within
Warrant to purchase  ____________  shares of Common Stock of  SMARTSERV  ONLINE,
INC. to which the within Warrant relates and appoints  ________________ attorney
to transfer said right on the books of SMARTSERV ONLINE, INC. with full power of
substitution in the premises.

Dated:   _______________, ____


                                       ---------------------------------------
                                       (Signature must conform in all respects
                                        to name of holder as specified on the
                                        face of the Warrant)



                                       ---------------------------------------
                                       Address of Transferee



                                       ---------------------------------------

                                       ---------------------------------------


In the presence of:


--------------------------