Exhibit 4.2



                          REGISTRATION RIGHTS AGREEMENT


                  This REGISTRATION  RIGHTS AGREEMENT (this "Agreement") is made
and entered into as of May 19, 2003, by and among (a) SmartServ Online,  Inc., a
Delaware corporation (the "Company"), and (b) the purchasers of units consisting
of a $100,000 convertible  debenture and a warrant to purchase 200,000 shares of
the  Company's  common  stock,  par value $.01 per share (the  "Common  Stock"),
listed on Schedule A hereto (individually,  a "Purchaser" and collectively,  the
"Purchasers")  pursuant  to the  Securities  Purchase  Agreement  of  even  date
herewith (the "Purchase Agreement") among the Company and the Purchasers.

                                 R E C I T A L S

                  WHEREAS,  in order to induce the  Purchasers to enter into the
Purchase  Agreement,  the Company has agreed to provide the Purchasers  with the
registration rights set forth in this Agreement; and

                  WHEREAS,  the  execution  and delivery of this  Agreement  are
express conditions to the closing under the Purchase Agreement.

                  NOW,  THEREFORE,  in consideration of the mutual covenants and
premises  contained  herein and for other good and valuable  consideration,  the
receipt and adequacy of which are hereby acknowledged,  the parties hereto agree
as follows:

1.       Definitions.

                  Capitalized  terms not otherwise defined herein shall have the
respective meanings ascribed to them in the Purchase Agreement.  As used in this
Agreement, the following capitalized terms shall have the following meanings:

                  "Affiliate" means a person that directly or indirectly through
one or more  intermediaries  controls,  or is controlled  by, or is under common
control with,  the Holder and shall  include an  individual's  spouse,  parents,
siblings  or issue or  entity  created  primarily  for the  benefit  of any such
person.

                  "Affiliated Group" has the meaning given to it in Section 1504
of the Internal Revenue Code of 1986, as amended,  and in addition  includes any
analogous  combined,  consolidated,  or  unitary  group,  as  defined  under any
applicable state, local, or foreign income Tax law.

                  "Agreement"  means this Registration  Rights Agreement,  as it
hereinafter may be amended from time to time.


<PAGE>

                  "Debenture" or "Debentures" shall have the  meaning  set forth
in Section 1.1 of the Purchase Agreement.

                  "Closing Date" shall have the meaning set forth in Section 1.3
of the Purchase Agreement.

                  "Common  Stock"  shall  have  the  meaning  set  forth  in the
Preamble hereof.

                  "Company"  shall have the  meaning  set forth in the  Preamble
hereof.

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
from time to time amended.

                  "Holder"  means a  Purchaser  or a Permitted  Transferee  of a
Purchaser.

                  "Indemnified  Company Party" means the Company, its directors,
officers and Affiliates.

                  "Indemnified  Holder  Party"  means the Holder of  Registrable
Securities  and  any  officer,  director,  member,  manager,  partner,  trustee,
beneficiary or Affiliate of the Holder.

                  "Losses"  means any losses,  damages,  liabilities or expenses
(including reasonable attorneys' fees and disbursements).

                  "Misstatement" means an untrue statement of a material fact or
an omission  to state a material  fact  required to be stated in a  Registration
Statement or  Prospectus or necessary to make the  statements in a  Registration
Statement, Prospectus or preliminary prospectus not misleading.

                  "Permitted  Transferee" means (i) an Affiliate or member of an
Affiliated  Group of the  transferor  or (ii) with the  consent of the  Company,
which shall not be unreasonably  withheld,  delayed,  or conditioned,  any party
that is an "accredited  investor" (as such term is defined in Rule 501 under the
Securities Act).

                  "Person"  means a natural  person,  partnership,  corporation,
limited liability company, business trust,  association,  joint venture or other
entity or a government or agency or political subdivision thereof.

                  "Prospectus" means the prospectus included in any Registration
Statement,  as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated
by reference in such prospectus.

                  "Purchase  Agreement"  shall have the meaning set forth in the
Preamble hereof.

                  "Purchaser"  shall have the meaning set forth in the  Preamble
hereof.

                  "Registrable  Securities" means (a) any Common Stock hereafter
acquired or  purchasable on (i) conversion of a Debenture by the Holder (if such

                                       2
<PAGE>


stock is not already registered with the SEC) or (ii) exercise of a Warrant by a
Holder  (if such  stock is not  already  registered  with the SEC),  and (b) any
securities  issued or issuable  with respect to the Common Stock  referred to in
clause (a) above by way of a stock dividend or stock split or in connection with
a   combination   of  shares,   recapitalization,   merger,   consolidation   or
reorganization.  As to any particular  Registrable  Securities,  such securities
shall cease to be Registrable  Securities when (i) a Registration Statement with
respect to the sale of such  securities  shall have become  effective  under the
Securities  Act and such  securities  shall have been  disposed of in accordance
with such  Registration  Statement,  (ii) such  securities  shall have been sold
pursuant to Rule 144 (or any successor  provision)  under the  Securities Act or
are eligible  for sale under Rule 144(k) (or any  successor  provision)  without
being  subject  to any  volume  limitation  and  the  Company  has  removed  any
restrictive  legend with respect thereto,  (iii) such securities shall have been
otherwise  transferred  to a person who is not a Permitted  Transferee,  or (iv)
such securities shall have ceased to be outstanding.

                  "Registration  Expenses" means the out-of-pocket expenses of a
Registration Statement, including:

                  (1)      all registration and filing fees (including,  without
                           limitation,  fees with respect to filings required to
                           be made with the National  Association  of Securities
                           Dealers, Inc.);

                  (2)      fees and expenses of  compliance  with  securities or
                           blue sky laws (including,  without limitation,  state
                           filing fees and fees and disbursements of counsel for
                           the   underwriters   in  connection   with  blue  sky
                           qualifications  of  the  Registrable  Securities  and
                           determinations  of their  eligibility  for investment
                           under the laws of such  jurisdictions as the managing
                           underwriters, if any, may designate);

                  (3)      printing, messenger, telephone and delivery expenses;

                  (4)      fees and disbursements of counsel for the Company;

                  (5)      fees and  disbursements of all independent  certified
                           public   accountants  of  the  Company   incurred  in
                           connection with such Registration Statement;

                  (6)      premiums and other costs of securities acts liability
                           insurance if the Company so desires; and

                  (7)      fees and  expenses of any other  Persons  retained by
                           the Company.

                  "Registration  Statement"  means  any  registration  statement
under the Securities  Act on an appropriate  form (to the extent such form shall
be available for the sale of the  Registrable  Securities in accordance with the
intended  method or  methods  of  distribution  thereof  and shall  include  all
financial  statements  required by the SEC to be filed  therewith)  which covers
Registrable  Securities pursuant to the provisions of this Agreement,  including
the Prospectus included in such registration  statement,  amendments  (including
post-effective  amendments) and supplements to such registration statement,  and
all exhibits to and all material  incorporated by reference in such registration
statement.

                                       3
<PAGE>


                  "Securities  Act" means the  Securities  Act of 1933,  as from
time to time amended.

                  "SEC" means the Securities and Exchange Commission.

                  "Units" means the security  comprising Warrants and Debentures
sold pursuant to the Purchase Agreement.

                  "Warrant" or "Warrants"  shall  have  the meaning set forth in
Section 1.1 of the Purchase Agreement.

2.       Registration.

                  At any time before the third  anniversary  of the date of this
Agreement,  whenever  the  Company  proposes  to file a  registration  statement
pursuant to the Securities Act with the SEC, other than a registration  relating
to  the  offering  or  issuance  of  shares  in  connection  with  (i)  employee
compensation or benefit plans or (ii) one or more acquisition transactions under
a Registration  Statement on Form S-4 or Form S-1 under the Securities Act (or a
successor  to Form S-4 or Form  S-1),  the  Company  shall  give each  Holder of
Registrable  Securities  written notice (the "Company  Notice") of the Company's
intention to file a  registration  statement at least  fifteen days prior to the
date the Company proposes to file such registration statement. The Company shall
include in such registration  statement the Registrable Securities unless either
(i) the Registrable  Securities are included in a Registration Statement that is
effective  under the  Securities  Act, or (ii) a Holder gives the Company notice
not  to  include  such  Holder's  Registrable  Securities  in  the  registration
statement within ten days of such Holder's receipt of the Company Notice.

                  Each Holder agrees that within five business days of receiving
a written request from the Company for information  required by the SEC to be in
a Registration Statement in order for such Registration Statement to be declared
effective (the "Required  Information"),  such Holder shall provide the Required
Information  to  the  Company.  If  a  Holder  does  not  provide  the  Required
Information to the Company within five business days of receiving a request from
the Company for the Required  Information,  the Company shall not be required to
register the Holder's Registrable Securities on such Registration Statement. The
Holder's right to have such Holder's Registrable  Securities registered pursuant
to a subsequent  registration  statement  shall not be abridged by such Holder's
failure  to  provide  the  Required  Information  on  a  previous   registration
statement.

3.       Registration Procedures.

                  In  connection  with the  Company's  registration  obligations
under  Section 2, the  Company  will effect the  registration  for resale of the
Registrable  Securities  in accordance  with the intended  plan of  distribution
thereof. The Company shall provide to each Holder such information and documents
as the Company provides to the other selling stockholders under the Registration
Statement.


                                       4
<PAGE>

4.       Registration Expenses.

                  The Company shall bear all Registration  Expenses  incurred in
connection  with any  Registration  Statement.  The  Company  also  will pay its
internal expenses (including,  without limitation,  all salaries and expenses of
its officers and employees  performing legal or accounting duties),  the expense
of any annual  audit,  the fees and  expenses  incurred in  connection  with any
listing of the  securities  to be  registered  on a  securities  exchange or the
National  Association of Securities Dealers,  Inc., and the fees and expenses of
any Person, including special experts, retained by the Company.

5.       Indemnification.

         (a) Company Indemnification.

                  The Company shall indemnify and hold harmless each Indemnified
Holder  Party  against  any Losses to which such  Indemnified  Holder  Party may
become subject under the Securities Act or any other  applicable law, insofar as
such Losses (or actions in respect  thereof)  arise out of or are based upon (i)
any alleged untrue  statement of any material fact  contained,  on the effective
date  thereof,  in  any  Registration  Statement  under  which  securities  were
registered  under  the  Securities  Act,  any  preliminary  Prospectus  or final
Prospectus  contained therein,  or any amendment or supplement  thereto, or (ii)
any alleged  omission to state  therein a material fact required to be stated or
necessary to make the statements therein not misleading,  except insofar as such
Losses are directly and primarily  caused by any such actual untrue statement or
omission so made in  conformity  with  information  furnished  in writing to the
Company by such Indemnified Holder Party seeking  indemnification  expressly for
use therein,  or (iii) any violation by the Company of any federal or state rule
or regulation  applicable  to the Company and relating to action  required of or
inaction by the Company in  connection  with any such  registration.;  provided,
however, that the Company shall not be liable to an Indemnified Holder Party for
any untrue  statement  included  in any  Prospectus,  which  statement  has been
corrected  in writing by the  Company in an amended or  supplemented  Prospectus
filed with the SEC before the sale from which such Loss occurred.

         (b) Holders' Indemnification.

                  In  connection  with any  Registration  Statement in which the
Holders  of   Registrable   Securities   are   participating,   each  Holder  so
participating  will indemnify and hold harmless each  Indemnified  Company Party
against any Losses to which the  Company or any  Indemnified  Company  Party may
become subject, insofar as such Losses (or actions in respect thereof) arise out
of or are based directly and primarily upon information in writing  furnished to
the Company by such Holder of Registrable  Securities  expressly for use in (and
such  information  is  contained  in) any  registration  statement  under  which
securities  were  registered  under the  Securities  Act at the  request  of the
Holders  of  Registrable   Securities,   any  preliminary  prospectus  or  final
prospectus   contained   therein  or  any  amendment  or   supplement   thereto.
Notwithstanding  the provisions of this paragraph (b) or paragraph (d) below, no
Holder of  Registrable  Securities  shall be  required to  indemnify  any Person
pursuant to this Section 5 or to  contribute  pursuant to paragraph (d) below in
an amount in excess of the amount of the aggregate net proceeds received by such
Holder  of  Registrable  Securities  in  connection  with any such  Registration
Statement under the Securities Act.


                                       5
<PAGE>

         (c) Procedure.

                  Promptly after receipt by any indemnified party of a notice of
a claim or the  beginning  of any action in respect of which  indemnity is to be
sought  against  an  indemnifying   party  pursuant  to  this  Section  5,  such
indemnified  party shall notify the indemnifying  party in writing of such claim
or  of  the  commencement  of  such  action,  and,  subject  to  the  provisions
hereinafter  stated,  in case  any  such  action  shall be  brought  against  an
indemnified  party and the indemnifying  party shall have been notified thereof,
the  indemnifying  party shall be entitled to participate  therein,  and, to the
extent  that it  shall  wish,  to  assume  the  defense  thereof,  with  counsel
reasonably  satisfactory  to  the  indemnified  party.  After  notice  from  the
indemnifying  party  to  such  indemnified  party  of the  indemnifying  party's
election  to assume the defense  thereof,  the  indemnifying  party shall not be
liable to such indemnified party for any legal expenses subsequently incurred by
such  indemnified  party in  connection  with  the  defense  thereof;  provided,
however,  that if there exists or shall exist a conflict of interest  that would
make it  inappropriate in the reasonable  judgment of the indemnified  party for
the same counsel to represent both the indemnified  party and such  indemnifying
party or any  affiliate or associate  thereof,  the  indemnified  party shall be
entitled to retain its own counsel at the expense of such indemnifying party.

         (d) Contribution.  If a claim for indemnification under Section 5(a) or
5(b) is  unavailable  to an  indemnified  party (by  reason of public  policy or
otherwise),   then  each  indemnifying  party,  in  lieu  of  indemnifying  such
indemnified  party,  shall  contribute  to the  amount  paid or  payable by such
indemnified  party  as a  result  of  such  Losses,  in  such  proportion  as is
appropriate  to  reflect  the  relative  fault  of the  indemnifying  party  and
indemnified  party in connection with the actions,  statements or omissions that
resulted in such Losses as well as any other relevant equitable  considerations.
The relative fault of such  indemnifying  party and  indemnified  party shall be
determined by reference to, among other things,  whether any action in question,
including any untrue or alleged untrue  statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information  supplied by, such indemnifying  party or indemnified party, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent  such  action,  statement  or  omission.  The amount  paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the  limitations  set forth in Section 5, any reasonable  attorneys' or other
reasonable  fees or  expenses  incurred  by such  party in  connection  with any
proceeding to the extent such party would have been indemnified for such fees or
expenses if the  indemnification  provided for in this Section was  available to
such party in accordance with its terms.

         The parties  hereto  agree that it would not be just and  equitable  if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no Holder shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the
proceeds  actually  received  by such  Holder  from the sale of the  Registrable
Securities subject to the proceeding exceeds the amount of any damages that such

                                       6
<PAGE>

Holder has  otherwise  been  required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.

         No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution  from any
Person who was not guilty of such fraudulent misrepresentation.

         The indemnity and contribution agreements contained in this Section are
in  addition  to any  liability  that the  indemnifying  parties may have to the
indemnified parties.

6.       Exchange Act Reporting Requirements.

                  The Company shall timely file such information,  documents and
reports as the SEC may require or prescribe under the Exchange Act. In addition,
the Company shall timely file such other  information,  documents and reports as
shall  hereafter  be required by the SEC as a condition to the  availability  of
Rule 144 under the  Securities  Act (or any  successor  provision).  The Company
agrees to take no action to deregister its securities  under the Exchange Act by
filing of SEC Form 15 or  otherwise,  nor will it  engage  in any  other  "going
private"  transaction,  in  each  case,  until  such  time  as  all  Registrable
Securities have been sold by the Holders;  provided,  however,  that the Company
may enter into an arms-length  going private  transaction  with a non-affiliated
third party and,  upon  consummation  thereof,  the Company may  deregister  its
securities.

                  The Company shall,  upon reasonable  request,  (i) furnish the
Holders of Registrable  Securities  with (a) a written  statement by the Company
that it has complied with such  reporting  requirements,  (b) a copy of the most
recent annual or quarterly report of the Company, and (c) such other reports and
documents  filed by the  Company  with  the SEC as the  Holders  may  reasonably
request in  availing  themselves  of an  exemption  for the sale of  Registrable
Securities  without  registration  under the Securities Act pursuant to Rule 144
thereunder and (ii) make such additional filings with the SEC as will enable the
Holders to make sales of the Registrable Securities pursuant to Rule 144.

7.       Suspension of Sales.

                  Upon  receipt  of  written  notice  from  the  Company  that a
Registration  Statement  or  Prospectus  contains a  Misstatement,  the  selling
Holders of Registrable  Securities  shall forthwith  discontinue  disposition of
Registrable   Securities   until  the  Holders  have  received   copies  of  the
supplemented or amended  Prospectus  required by Section 3 hereof,  or until the
Holders are advised in writing by the Company that the use of the Prospectus may
be resumed, and, if so directed by the Company, each Holder shall deliver to the
Company (at the Company's expense) all copies,  other than permanent file copies
then in the Holder's  possession,  of the Prospectus  covering such  Registrable
Securities  current at the time of receipt of such notice. The Company shall use
its commercially  reasonable best efforts to promptly (and in no event more than
thirty (30) days) update the Registration  Statement so that the Misstatement is
corrected.


                                       7
<PAGE>

8.       Transfer of Registration Rights.

                  Neither this  Agreement  nor any of the rights or  obligations
hereunder may be assigned  (excluding any assignment by operation of law) by the
Company without the prior written consent of the Holders, which consent will not
be unreasonably withheld. The Holders of Registrable Securities may assign their
rights  and  obligations  hereunder  to  any  Person  to  which  the  applicable
Registrable Securities are assigned, without the prior consent of the Company or
any other  person,  provided  that such  assignment  may only be to a  Permitted
Transferee  who is  not a  direct  competitor  of the  Company.  Subject  to the
foregoing,  this Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns including any person to whom
Registrable  Securities are transferred and any person with whom the Company may
merge and no other Person shall have any right, benefit or obligation hereunder.
The Company shall be given written notice by a Holder of Registrable  Securities
at the time of any such transfer of such  securities by such Holder  stating the
name and address of the  transferee,  including a writing by such  transferee to
the  effect  that such  transferee  agrees to be bound by the terms  hereof  and
identifying the securities with respect to which the rights  hereunder are being
transferred.

9.       Miscellaneous.

         (a) Remedies.

                  The Holders of  Registrable  Securities,  in addition to being
entitled to exercise all rights  provided  herein and granted by law,  including
recovery of damages,  shall be entitled to specific  performance of their rights
under this Agreement and reasonable  attorneys'  fees and expenses in connection
with the exercise of such rights. The Company agrees that monetary damages would
not be adequate  compensation  for any loss incurred by reason of a breach by it
of the  provisions  of this  Agreement and hereby agrees to waive the defense in
any action for specific performance that a remedy at law would be adequate.

         (b) No Inconsistent Agreements.

                  The Company shall not, on or after the date of this Agreement,
enter into any agreement  with respect to its  securities  that is  inconsistent
with the  rights  granted  to the  Holders  of  Registrable  Securities  in this
Agreement or conflicts with the provisions hereof.

         (c) Amendments and Waivers.

                  The provisions of this Agreement,  including the provisions of
this  sentence,  may not be amended,  modified or  supplemented,  and waivers or
consents to departures  from the  provisions  hereof may not be given unless the
Company has obtained the prior  written  consent of the Holders.  The  foregoing
notwithstanding,  a waiver or consent to departure  from the  provisions  hereof
that relates exclusively to the rights of each Holder of Registrable  Securities
whose shares are being sold pursuant to a  Registration  Statement and that does
not directly or  indirectly  affect the rights of other  Holders of  Registrable
Securities  may  be  given  by the  Holders  of a  majority  of  the  shares  of
Registrable Securities being sold pursuant to such Registration Statement.

                                       8
<PAGE>

         (d)  Notices.  Any notice or demand which is required or provided to be
  given under this Agreement shall be deemed to have been sufficiently given and
  received for all purposes when  delivered by hand or by telecopy that has been
  confirmed  as received by 5:00 P.M. on a business  day,  one (1)  business day
  after being sent by  nationally  recognized  overnight  courier or received by
  telecopy  after 5:00 P.M.  on any day, or five (5)  business  days after being
  sent by certified or  registered  mail,  postage and charges  prepaid,  return
  receipt requested, to the following addresses:

                  If to the Company:      SmartServ Online, Inc.
                                          One Station Place
                                          Stamford, Connecticut 06902
                                          Attn:    Chief Financial Officer
                                          Facsimile:  (203) 353-5984

                  With a copy to:         SmartServ Online, Inc.
                                          One Station Place
                                          Stamford, Connecticut 06902
                                          Attn:    General Counsel
                                          Facsimile:  (203) 353-5984

                           And:

                                          Jenkens & Gilchrist Parker Chapin LLP
                                          The Chrysler Building
                                          405 Lexington Avenue
                                          New York, New York 10174
                                          Attn:  Michael J. Shef, Esq.
                                          Facsimile:  (212) 704-6288

                  If to the Investors:

                                          To their  respective  addresses set
                                          forth on Schedule A.


         (e)      Counterparts.

                  This  Agreement may be executed in any number of  counterparts
and by the  parties  hereto  in  separate  counterparts,  each of which  when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

         (f) Headings.

                  The  headings  in  this  Agreement  are  for   convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

                                       9
<PAGE>

         (g) Governing Law.

                  This Agreement shall be governed by and construed, interpreted
and the rights of the parties determined in accordance with the internal laws of
the State of Delaware, without regard to the conflict of law principles thereof,
except with respect to matters of law concerning the internal  corporate affairs
of any  corporate  entity which is a party to or the subject of this  Agreement,
and as to those matters the law of the  jurisdiction  under which the respective
entity derives its powers shall govern.

         (h)      Severability.

                  In the event that any one or more of the provisions  contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or  unenforceable,  the  validity,  legality  and  enforceability  of  any  such
provision  in every other  respect  and of the  remaining  provisions  contained
herein shall not be affected or impaired thereby.

         (i)      Facsimile Signature.

                  A facsimile  signature on this  Agreement  shall be considered
the same as an original  and a signature to this  Agreement  may be delivered by
facsimile.

         (j)      Entire Agreement.

                  This  Agreement,  the  Purchase  Agreement  and the  Ancillary
Documents (as defined in the Purchase  Agreement) are intended by the parties as
the final  expression  of their  agreement  and  intended  to be a complete  and
exclusive  statement of the agreement and understanding of the parties hereto in
respect of the  subject  matter  contained  herein.  There are no  restrictions,
promises, warranties or undertakings,  other than those set forth or referred to
herein or therein with respect to the registration rights granted by the Company
with respect to the  securities  sold pursuant to the Purchase  Agreement.  This
Agreement supersedes all prior agreements and understandings between the parties
with respect to such subject matter.

                  [Remainder of page intentionally left blank]



                                       10

<PAGE>





                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be duly executed, as of the day and year first above written.

                                              SMARTSERV ONLINE, INC.


                                              By:_______________________________
                                                   Name:   Thomas W. Haller
                                                   Title:  Senior Vice President
                                                           and Chief Financial
                                                           Officer

                                         Purchasers:

                                              If an Individual:


                                              _________________________________
                                                 Name:

                                              If an entity:

                                              Name of entity:__________________


                                              By:______________________________
                                                   Name:
                                                   Title:





                                       11
<PAGE>



                                   SCHEDULE A
<TABLE>
<CAPTION>


             Name and Address                     Number of Purchased Units             Aggregate Purchase Price
             ----------------                     -------------------------             ------------------------
<S>                                                          <C>                                 <C>

Golden Gate Ventures                                         0.5                                 50,000
11 Darius Ct.
Dix Hills, NY 11746
------------------------------------------- --------------------------------------- ----------------------------------
Spencer Trask Private Equity Fund I LP                       0.2                                 20,000
535 Madison Avenue - 18th Fl
New York, NY 10022
------------------------------------------- --------------------------------------- ----------------------------------
Spencer Trask Private Equity Fund II LP                      0.2                                 20,000
535 Madison Avenue - 18th Fl
New York, NY 10022
------------------------------------------- --------------------------------------- ----------------------------------
Spencer Trask Private Equity Fund III LLC                    0.2                                 20,000
535 Madison Avenue - 18th Fl
New York, NY 10022
------------------------------------------- --------------------------------------- ----------------------------------
Jonathan D. Fleisig                                          1.0                                 100,000
11 North End Ave, Ste 1321
New York, NY 10282
------------------------------------------- --------------------------------------- ----------------------------------
Spencer Trask Investment Partners LLC                        0.88                                88,000
535 Madison Avenue - 18th Fl
New York, NY 10022
------------------------------------------- --------------------------------------- ----------------------------------
Elisha Rothman                                               0.5                                 50,000
225 W.83rd St #11-1
New York, NY 10024
------------------------------------------- --------------------------------------- ----------------------------------
Adam K. Stern                                                0.1                                 10,000
535 Madison Avenue - 18th Fl
New York, NY 10022
------------------------------------------- --------------------------------------- ----------------------------------


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