EXHIBIT 10.3


                             SMARTSERV ONLINE, INC.




                          Date of Grant: April 26, 2004


To:      Daniel Wainfan
         105 Avonbrook Road
         Wallingford, PA  19086


     You are hereby  granted an option (the  "Option")  effective as of the date
hereof,  to purchase  100,000  shares of Common Stock,  par value $.01 per share
("Common  Stock"),  of SmartServ  Online,  Inc. (the  "C`ompany") at an exercise
price of $3.25 per share (the "Exercise Price"). This Option shall terminate and
is not exercisable after the expiration of ten years from the date of its grant,
except if terminated earlier as hereinafter provided (the "Expiration Date").

     Your Option shall vest,  subject to accelerated  vesting as provided below,
quarterly  over a four (4) year period in 16 equal amounts as of the last day of
each calendar quarter beginning with the quarter ending June 30, 2004 and ending
with the quarter ending March 31, 2008.

     The Company will use its  commercially  reasonable best efforts to file and
maintain a  Registration  Statement  on Form S-8 to register the exercise of the
Option and resale of the shares issuable hereunder.

     In the event that a "change of  control"  (as  hereinafter  defined) of the
Company  occurs  at any  time  prior  to the  Expiration  Date  (as  hereinafter
defined),  your Option may, from and after such date,  and  notwithstanding  the
second paragraph of this Option, be exercised for up to 100% of the total number
of shares  then  subject  to the Option  minus the  number of shares  previously
purchased  upon  exercise  of the Option  (as  adjusted  for any  changes in the
outstanding Common Stock by reason of a stock dividend, stock split, combination
of  shares,  recapitalization,   merger,  consolidation,   transfer  of  assets,
reorganization,  conversion or what the Compensation Committee deems in its sole
discretion to be similar circumstances, (a "Recapitalization")).

     A "Change of Control"  shall be deemed to have  occurred upon the happening
of any of the following  events:(i) the  shareholders  of the Company  approve a
merger or  consolidation  of the  Company  with any other  entity,  other than a
merger or  consolidation  which  would  result in the voting  securities  of the
Company outstanding  immediately prior thereto continuing to represent more than
fifty  percent  (50%)  of the  total  voting  power  represented  by the  voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation,  or the shareholders of the Company approve a plan
of complete  liquidation of the Company or consummate the sale or disposition by
the Company of all or substantially all of the


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Company's  assets (other than to a subsidiary or subsidiaries) or (ii) any other
event  deemed to  constitute  a "Change of Control" by the Board of Directors of
the Company.

     In lieu of paying the  Exercise  Price in cash and/or upon  exercise of the
Option,  you may elect a "cashless  exercise,"  in which event you will  receive
upon exercise a reduced  number of shares equal to (i) the number of shares that
would be issuable  pursuant to this Option upon  payment of the  Exercise  Price
minus (ii) the number of shares that have an aggregate  Market Price (as defined
below)  equal to the  Exercise  Price.  In  addition,  you may elect to have the
Company's tax  withholding  obligations in connection  with your exercise of the
option  satisfied on a cashless  basis, in which event the number of shares that
would  otherwise  be issuable  pursuant  to this Option  shall be reduced by the
number of shares that have an aggregate Market Price (as defined below) equal to
the amount of tax required to be withheld (but not more than such amount).

     For purposes of this Option "Market Price" per share of Common Stock on any
date shall be: (i) if the Common  Stock is listed or admitted for trading on any
national securities exchange,  the last reported sales price as reported on such
national securities exchange; (ii) if the Common Stock is not listed or admitted
for trading on any national securities  exchange,  the last reported closing bid
price for the Common  Stock as reported on the Nasdaq  Stock  Market's  National
Market  ("NNM") or Nasdaq Stock  Market's  Small Cap Market ("NSM") or a similar
service if NNM or NSM are not reporting  such  information;  (iii) if the Common
Stock is not listed or admitted for trading on any national securities exchange,
NNM or NSM or a similar service,  the last reported bid quotation for the Common
Stock as quoted by a market  maker in the Common Stock (or if there is more than
one market maker, the bid quotation shall be obtained from two market makers and
the average of the highest bid quotation shall be the "Market  Price");  or (iv)
if the  Common  Stock is not listed or  admitted  for  trading  on any  national
securities  exchange or NNM or quoted by NSM and there is no market maker in the
Common  Stock,  the fair market value of such shares as determined in good faith
by the Board of Directors of the Company.

     This  Option may be  exercised  by you,  in whole or in part (but not as to
less than a whole share),  as to the vested  portion of this Option only, at any
time prior to the Expiration Date, by the presentation of this Option,  with the
purchase form attached duly executed, at the Company's office (or such office or
agency of the  Company as it may  designate  in writing to you)  specifying  the
number of shares of Common Stock as to which the Option is being exercised,  and
upon payment by you to the Company in cash or by certified  check or bank draft,
in an amount equal to the  Exercise  Price times the number of shares or in lieu
thereof  you may elect a cashless  exercise as provided  herein.  No  fractional
shares shall be issued or delivered upon exercise of this Option.

     This  Option is  exchangeable  by you at your  option at the  office of the
Company for other Options of different  denominations  entitling you to purchase
in the  aggregate  the same number of shares of Common Stock as are  purchasable
hereunder;  and this Option may be divided or combined  with other Options which
carry the same rights, in either case, upon presentation hereof at the office of
the Company together with a written notice,  signed by you, specifying the names
and denominations in which new Options are to be issued,  and the payment of any
transfer tax due in connection therewith.

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     Your Option will, to the extent not previously  exercised by you, terminate
one (1) year after the date on which your employment by the Company or Affiliate
of the Company is  terminated,  whether  such  termination  is voluntary or not,
whether by reason of disability  as defined in Section  22(e)(3) of the Internal
Revenue Code of 1986, as amended (the "Code"),  and the regulations  thereunder,
or death;  provided,  that,  in the event your  employment  with the  Company is
terminated  due to a  termination  for cause by the  Company,  your  option will
expire  immediately;  and provided  further,  that, in the event your employment
with the Company is terminated  without cause by you, your Option will terminate
thirty  (30) days from the date of such  termination  and you may only  exercise
this  Option for the number of shares  you had a right to  purchase  on the date
your  employment  terminated.  In the event of termination of your employment by
the  Company  without  cause  or by you  with  cause,  after  the  date  of such
termination  you may exercise  this Option for 100% of the number of shares then
subject  to the  Option  minus the number of shares  previously  purchased  upon
exercise of the Option as adjusted for a  Recapitalization.  If you are employed
by an  Affiliate  of the  Company,  your  employment  shall  be  deemed  to have
terminated on the date your  employer  ceases to be an Affiliate of the Company,
unless you are on that date  transferred to the Company or another  Affiliate of
the Company.  Your employment  shall not be deemed to have terminated if you are
transferred  from  the  Company  to an  Affiliate,  or vice  versa,  or from one
Affiliate to another Affiliate. For purposes herein, an Affiliate of the Company
shall be defined as an entity  controlled  by or under  common  control with the
Company.

     If you die while  employed by the Company or an  Affiliate  of the Company,
your legatee(s),  distributee(s),  executor(s) or administrator(s),  as the case
may be,  may,  at any time  within  one (1) year  after the date of your  death,
exercise  the Option as to any shares  which you had a right to purchase and did
not  purchase  during  your  lifetime  plus those  shares that would have vested
within one (1) year  thereafter.  If your  employment  with the  Company,  or an
Affiliate is terminated by reason of your becoming  disabled (within the meaning
of Section  22(e)(3) of the Code and the  regulations  thereunder),  you or your
legal  guardian or custodian  may at any time within one (1) year after the date
of such termination,  exercise the Option as to any shares which you had a right
to purchase and did not  purchase  prior to such  termination  plus those shares
that  would  have  vested  within  one  (1)  year   thereafter.   Your  legatee,
distributee,  executor, administrator,  guardian or custodian must present proof
of his authority  satisfactory to the Company prior to being allowed to exercise
this Option.

     This  Option  is not  transferable  otherwise  than by will or the  laws of
descent and distribution,  and is exercisable  during your lifetime only by you,
including,  for this purpose,  your legal  guardian or custodian in the event of
disability.  Until  the  Option  Price  has been  paid in full  pursuant  to due
exercise of this Option and the  purchased  shares are  delivered to you, you do
not have any rights as a shareholder  of the Company.  The Company  reserves the
right not to deliver to you the shares  purchased  by virtue of the  exercise of
this Option  during any period of time in which the Company  deems,  in its sole
discretion,  that  such  delivery  would  violate  a  federal,  state,  local or
securities exchange rule, regulation or law.

     This Option  constitutes the entire  understanding  between the Company and
you with respect to the subject matter hereof and no amendment,  modification or
waiver of this  Option,  in whole or in part,  shall be binding upon the Company
unless in writing  and signed by an  appropriate  officer of the  Company.  This
Option and the  performances  of the parties  hereunder

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shall be construed in  accordance  with and governed by the laws of the State of
Pennsylvania without regard to principles of conflict of law.

     Please sign the copy of this Option and return it to the  Company,  thereby
indicating your understanding of and agreement with its terms and conditions.

                                        SMARTSERV ONLINE, INC.


                                        By: /s/ Robert M. Pons
                                           -------------------------------------
                                           Robert M. Pons
                                           Chief Executive Officer

     I hereby  acknowledge  receipt of a copy of the  foregoing  Stock Option to
purchase 300,000 shares at an Exercise Price of $3.25 per share, and having read
such document,  hereby signify my  understanding  of, and my agreement with, its
terms and conditions.


                                        April 26, 2004
--------------------------------
Daniel Wainfan

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                                  PURCHASE FORM
                                 To Be Executed
                             Upon Exercise of Option

     The  undersigned  record  holder of the within  Option  hereby  irrevocably
elects to exercise the right to purchase _______ share of Common Stock evidenced
by the  within  Option,  according  to the terms  and  conditions  thereof,  and
herewith makes payment of the purchase price in full or, alternatively, elects a
cashless  exercise in  accordance  with the terms of the Option as designated by
holder in writing to the Company.

     The undersigned  requests that certificates for such shares shall be issued
in the name set forth below.

Dated:                                  ________________________________________
                                                        Signature

                                        ________________________________________
                                                Print Name of Signatory


                                        Address ________________________________

                                        Social Security No. or other identifying
                                        number _________________________________


If said  number of  shares  shall not be all the  shares  purchasable  under the
within Option,  the  undersigned  requests that a new Option for the unexercised
portion shall be registered in the name of the undersigned.


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