Exhibit 10.2


NEITHER THIS DEBENTURE NOR ANY SHARES OF COMMON STOCK  ISSUABLE UPON  CONVERSION
OF THIS  DEBENTURE  haVE been  registered  under the  Securities Act of 1933, as
amended  (the "Act") or under the  securities  laws of any state.  NEITHER  THIS
DEBENTURE  NOR ANY  SHARES OF COMMON  STOCK  ISSUABLE  UPON  CONVERSION  OF THIS
DEBENTURE may be sold,  offered for sale, pledged or hypothecated in the absence
of a registration  statement in effect with respect to the DEBENTUREs under such
act or an opinion of counsel  reasonably  satisfactory  to the company that such
registration is not required  pursuant to a valid exemption  therefrom under the
Act.

                             SMARTSERV ONLINE, INC.

                              CONVERTIBLE DEBENTURE

                                                             September ___, 2003

$_________.00


         FOR VALUE RECEIVED,  the undersigned SmartServ Online, Inc., a Delaware
corporation (referred to herein as "Borrower"),  promises to pay to the order of
__________,  with an address at  ___________  ("Lender"),  the  principal sum of
$__________.00,  or such lesser  principal  amount as is then outstanding on the
earlier of (i) November 19, 2003 or (ii) the date that the Borrower  consummates
closing(s) of an equity  financing with aggregate  gross proceeds of at least $3
million  (inclusive of all Debentures and Existing  Debentures  being converted)
(the  "Maturity  Date");  and interest  thereon at a rate equal to eight percent
(8%) per annum,  payable at maturity.  The  principal  balance then  outstanding
under this convertible debenture  ("Debenture") plus accrued but unpaid interest
shall be paid in full on the  Maturity  Date  along  with  payment  of any other
amounts due hereunder. Neither principal nor interest may be prepaid in whole or
in part without the prior written consent of the Lender.

         Notwithstanding  any other provision hereof,  interest paid or becoming
due hereunder  shall in no event exceed the maximum rate permitted by applicable
law. All amounts due  hereunder are payable in lawful money of the United States
of America to the Lender at the address above indicated.

         This is the Debenture referred to in the Securities  Purchase Agreement
("Securities Purchase  Agreement"),  dated as of the date hereof, by and between
the Lender and the Borrower. The terms and conditions of the Securities Purchase

<PAGE>

Agreement  and all other  documents  and  instruments  delivered  in  connection
therewith  (collectively,  the "Loan  Documents") are  incorporated by reference
herein and made a part hereof.  Notwithstanding  anything contained herein or in
the Loan Documents, this Debenture shall be in default and Lender shall have all
rights and remedies  available  to it under the law, in the event that  Borrower
shall  not pay any  amounts  hereunder  when  due.  All  capitalized  terms  not
otherwise  defined herein shall have their  respective  meanings as set forth in
the Securities Purchase Agreement.

         At any time from the date hereof  through the date that this  Debenture
is paid in full, Lender shall have the right, in its sole discretion, to convert
the principal balance of this Debenture then outstanding plus accrued but unpaid
interest,  in whole or in part, into shares of Common Stock,  par value $.01 per
share ("Common Stock") of the Borrower at a conversion price equal to $0.32.

         Lender may convert  this  Debenture at the then  applicable  Conversion
Price by the surrender of this  Debenture  (properly  endorsed) at the principal
office of the Borrower, or at such other agency or office of the Borrower in the
United  States of America as the Borrower may  designate by notice in writing to
the Lender at the address of Lender appearing herein.  Upon any partial exercise
of this  Debenture,  there  shall be  executed  and  issued to the  Lender a new
Debenture in respect of such  outstanding  amounts of principal  and accrued but
unpaid interest  hereunder as to which Lender shall not have  converted.  In the
event of the conversion of all or a portion of this Debenture,  a certificate or
certificates for the securities so converted,  as applicable,  registered in the
name of the  Lender,  shall be  delivered  to the Lender as soon as  practicable
after the receipt by Borrower of this Debenture and Lender's written request for
conversion.

         The  outstanding  principal  amount  due  hereunder,  and any  interest
accrued thereon may, shall  automatically  convert into equity securities of the
Borrower  upon the terms and  conditions  of any private  offering of securities
consummated  at any time prior to November 19, 2003  resulting in gross proceeds
to the Borrower of not less than  $3,000,000  (inclusive of all  Debentures  and
Existing  Debentures  being converted) as if the Lender were a purchaser of such
securities  offered  therein in an amount  equal to the  principal  and interest
being converted (a "Qualified  Private  Offering").  The Borrower shall send the
Lender  notice  of any such  conversion  upon the  consummation  of a  Qualified
Private  Offering  within  five  business  days  of  the  consummation  thereof,
including Lender's securities issued in such Qualified Private Offering.

         If the Borrower,  at any time while this Debenture is outstanding,  (A)
shall pay a stock dividend or otherwise make a distribution or  distributions on
shares of its Common Stock or any other equity or equity  equivalent  securities
payable in shares of Common Stock,  (B) subdivide  outstanding  shares of Common
Stock into a larger number of shares,  (C) combine  (including by way of reverse
stock split) outstanding shares of Common Stock into a smaller number of shares,
or (D) issue by  reclassification  of shares of the  Common  Stock any shares of
capital stock of the Borrower,  then the Conversion Price shall be multiplied by
a fraction of which the numerator  shall be the number of shares of Common Stock


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<PAGE>

(excluding  treasury shares, if any) outstanding  before such event and of which
the  denominator  shall be the  number  of shares  of  Common  Stock  (excluding
treasury  shares,  if any)  outstanding  after such event.  Any adjustment  made
pursuant to this paragraph shall become effective  immediately  after the record
date for the determination of stockholders  entitled to receive such dividend or
distribution and shall become effective  immediately after the effective date in
the case of a subdivision, combination or re-classification.

         In case of any  consolidation  or merger of the  Borrower  with or into
another  corporation or the conveyance of all or substantially all of the assets
of the Borrower to another  corporation,  this  Debenture  shall  thereafter  be
convertible  (to the extent such  conversion  is permitted  hereunder)  into the
number of shares of stock or other  securities  or property to which a holder of
the number of shares of Common Stock of the Borrower deliverable upon conversion
of this Debenture  would have been entitled upon such  consolidation,  merger or
conveyance;  and, in any such case,  appropriate adjustment shall be made in the
application  of the  provisions  herein set forth with respect to the rights and
interest  thereafter  of the  holders  of this  Debenture,  to the end  that the
provisions  set  forth  herein  shall be  thereafter  applicable,  as  nearly as
reasonably  may be,  in  relation  to any  shares  of stock  or  other  property
thereafter deliverable upon the conversion of the Debenture.

         If the Borrower at any time while this Debenture is  outstanding  shall
issue,  or be  deemed to have  issued,  Additional  Shares  of Common  Stock (as
hereinafter  defined) without  consideration or for  consideration  per share of
Common  Stock less than the then  applicable  Conversion  Price  (the  "Dilutive
Price") (a "Triggering  Issuance") in effect immediately prior to such issuance,
then forthwith upon the occurrence of any such event (the "Dilutive  Event") the
Conversion  Price  shall be  reduced  so that  the  Conversion  Price in  effect
immediately  following the Dilutive  Event will equal the Dilutive  Price.  Upon
each  adjustment  of the  Conversion  Price  pursuant to the  provisions of this
paragraph,  the number of shares  issuable upon the conversion of this Debenture
shall be adjusted to the nearest  full amount by  multiplying  a number equal to
the  Conversion  Price in effect  immediately  prior to such  adjustment  by the
number of shares issuable upon conversion of this Debenture immediately prior to
such adjustment and dividing the product so obtained by the adjusted  Conversion
Price.

         As used herein:

         "Additional  Shares of Common  Stock"  shall  mean all shares of Common
         Stock  issued or deemed  to be  issued by the  Borrower  after the date
         hereof which  represent a Triggering  Issuance.  If the Borrower issues
         any Options or Convertible  Securities (as  hereinafter  defined),  the
         maximum number of shares of Common Stock issuable thereunder,  shall be
         deemed to be Additional Shares of Common Stock issued as of the time of
         such issue, if the consideration per share of such Additional Shares of
         Common   Stock   (as   hereinafter   determined)   is  less   than  the
         then-applicable  Conversion  Price,  until such time as such Options or
         Convertible  Securities  shall  terminate  or be exercised or converted
         into Common Stock, upon which time the number of shares of Common Stock
         actually  thereupon  issued shall be deemed to be Additional  Shares of
         Common Stock.  The Borrower  shall be deemed to have issued the maximum


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<PAGE>

         number of shares of Common Stock potentially  underlying any Options or
         Convertible  Securities.  Notwithstanding the foregoing, no issuance or
         deemed  issuance  nor Common  Stock or options or  warrants to purchase
         Common  Stock  issued to (i)  officers,  directors  or  employees of or
         consultants  to the Borrower  pursuant to any  compensation  agreement,
         plan or  arrangement  or the issuance of Common Stock upon the exercise
         of any such options or warrants,  provided such  securities were issued
         prior to the date hereof or  pursuant  to a stock  option plan that was
         approved by the board of directors  and  stockholders  of the Borrower;
         (ii) upon conversion of existing convertible  securities outstanding as
         of  the  date  hereof  or  this  Debenture;   (iii)  upon  exercise  of
         outstanding  warrants  existing  as of the  date  hereof;  and  (iv) in
         connection with a business  acquisition  where the  stockholders of the
         Borrower prior to such  acquisition own 50% or more of the Common Stock
         of the Borrower  following  such  acquisition,  or to an institution or
         bank lender in connection with a loan  transaction or equipment  lease,
         shall be deemed the issuance of Additional Shares of Common Stock.

         "Options"  shall mean  rights,  options or warrants to  subscribe  for,
         purchase  or  otherwise  acquire  either  Common  Stock or  Convertible
         Securities.

         "Convertible  Securities"  shall mean any  evidences  of  indebtedness,
         shares  (other  than  Common  Stock) or other  securities  directly  or
         indirectly convertible into or exchangeable for Common Stock.

         With respect to Options and Convertible Securities, "consideration" per
share of Additional Shares of Common Stock shall be determined by adding (x) the
aggregate  consideration  received upon  issuance of the Options or  Convertible
Securities  divided  by the number of shares  receivable  upon the  exercise  or
conversion thereof and (y) the minimum possible consideration per share received
or to be received per share upon the  exercise,  conversion  or exchange of such
Options or Convertible Securities for shares of Common Stock.

         Upon  the  occurrence  of  each   adjustment  or  readjustment  of  the
Conversion Price  hereunder,  the Borrower at its expense promptly shall compute
such  adjustment or  readjustment  and furnish to the holder of this Debenture a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based.

         This  Debenture  and any of the  rights  granted  hereunder  are freely
transferable by the Lender, in its sole discretion, subject to federal and state
securities law restrictions, if any.

         The  Borrower  covenants  that it will at all  times  reserve  and keep
available out of its authorized  and unissued  shares of Common Stock solely for
the  purpose of  issuance  upon  conversion  of this  Debenture,  each as herein
provided,  free from preemptive rights or any other actual  contingent  purchase


                                       4
<PAGE>

rights of persons other than the Lender,  not less than such number of shares of
the Common Stock as shall be issuable  upon the  conversion  of the  outstanding
principal  amount of this Debenture.  The Borrower  covenants that all shares of
Common Stock that shall be so issuable  shall,  upon issue,  be duly and validly
authorized, issued and fully paid, nonassessable.

         Upon a conversion hereunder the Borrower shall not be required to issue
stock certificates  representing fractions of shares of the Common Stock, and in
lieu of any fractional  shares which would  otherwise be issuable,  the Borrower
shall issue the next highest whole number of shares of Common Stock.

         If  (i)  the   Borrower   shall   declare  a  dividend  (or  any  other
distribution)  on the Common  Stock;  (ii) the Borrower  shall declare a special
nonrecurring  cash dividend on or a redemption  of the Common  Stock;  (iii) the
Borrower shall  authorize the granting to all holders of the Common Stock rights
or warrants to  subscribe  for or  purchase  any shares of capital  stock of any
class or of any rights;  (iv) the approval of any  stockholders  of the Borrower
shall be required in connection with any  reclassification  of the Common Stock,
any  consolidation  or  merger  to which the  Borrower  is a party,  any sale or
transfer  of all or  substantially  all of the  assets of the  Borrower,  or any
compulsory  share  exchange  whereby the Common  Stock is  converted  into other
securities,  cash or property; or (v) the Borrower shall authorize the voluntary
or  involuntary  dissolution,  liquidation  or winding up of the  affairs of the
Borrower;  then,  in each case,  the  Borrower  shall  cause to be filed at each
office or agency maintained for the purpose of conversion of the Debentures, and
shall cause to be mailed to the Lender at its last  address as shall appear upon
the debenture  records of the  Borrower,  at least 20 calendar days prior to the
applicable record or effective date hereinafter  specified, a notice stating (i)
the date on which a record  is to be taken  for the  purpose  of such  dividend,
distribution, redemption, rights or warrants, or if a record is not to be taken,
the date as of which the holders of the Common Stock of record to be entitled to
such  dividend,   distribution,   redemption,  rights  or  warrants  are  to  be
determined,  or (ii)  the date on which  such  reclassification,  consolidation,
merger, sale, transfer, share exchange,  dissolution,  liquidation or winding up
is  expected  to  become  effective  or  close,  and the  date as of which it is
expected  that  holders  of the  Common  Stock of record  shall be  entitled  to
exchange their shares of the Common Stock for securities, cash or other property
deliverable upon such reclassification,  consolidation,  merger, sale, transfer,
share  exchange,  dissolution,  liquidation  or winding up,  provided,  that the
failure to mail such  notice or any defect  therein  or in the  mailing  thereof
shall not affect the validity of the corporate  action  required to be specified
in such  notice.  The Lender is entitled to convert  this  Debenture  during the
20-day period  commencing  the date of such notice to the effective  date of the
event triggering such notice.

         The  issuance of  certificates  for shares of the Common Stock or other
securities on conversion of this  Debenture  shall be made without charge to the
Lender for any documentary stamp or similar taxes that may be payable in respect
of the issue or delivery of such  certificate,  provided that the Borrower shall
not be  required  to pay any tax that may be payable in respect of any  transfer
involved in the issuance and delivery of any such certificate upon conversion in
a name other than that of the Lender and the  Borrower  shall not be required to
issue or  deliver  such  certificates  unless  or until the  person  or  persons
requesting the issuance  thereof shall have paid to the Borrower or its designee
the  amount of such tax or shall have  established  to the  satisfaction  of the
Borrower that such tax has been paid.


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<PAGE>


         Any payment of principal or interest which remains unpaid for more than
five (5) days after such  payment is due shall be subject to a penalty  equal to
three percent (3%) per month of the amount of such payment then outstanding.

         Borrower  agrees,  that  in the  event  any  amounts  due  and  payable
hereunder  are  collected by law or through an attorney at law, to pay all costs
of collection, including, without limitation, reasonable attorney's fees.

         Nothing  herein  shall  limit any right  granted to Lender by any other
instrument or document or by law or equity.

         The undersigned for itself, and its respective  successors and assigns,
hereby waives  presentment,  demand,  notice,  protest and all other demands and
notices in connection with the delivery, acceptance,  performance or endorsement
of this Debenture.

         Each of the following  events,  if occurring while any of the principal
or interest of this  Debenture  remains  unpaid,  shall  constitute an "Event of
Default" hereunder:

(a)      The  Borrower  shall  fail to pay the  principal  or  interest  of this
         Debenture or any other amounts payable to the Lender hereunder when due
         whether at scheduled maturity, upon acceleration or otherwise.

(b)      Any  representation  or  warranty  made  or  deemed  to be  made by the
         Borrower (or any of its officers, directors, employees or agents) under
         or in  connection  with this  Debenture or in any Loan  Document  shall
         prove to have been false or  incorrect  in any  material  respect  when
         made.

(c)      The  Borrower  shall fail to observe  or  perform  any other  covenant,
         agreement or warranty  contained  in, or otherwise  commit any material
         breach of any of the Loan Documents.

(d)      The Borrower or any of its active subsidiaries shall commence, or there
         shall be commenced against the Borrower or any such active subsidiary a
         case  under any  applicable  bankruptcy  or  insolvency  laws as now or
         hereafter in effect or any successor thereto, or the Borrower commences
         any other proceeding under any reorganization,  arrangement, adjustment
         of debt, relief of debtors,  dissolution,  insolvency or liquidation or
         similar  law of any  jurisdiction  whether now or  hereafter  in effect
         relating to the Borrower or any active  subsidiary  thereof or there is
         commenced  against the  Borrower or any active  subsidiary  thereof any
         such   bankruptcy,   insolvency  or  other   proceeding  which  remains
         undismissed  for a period of 60 days;  or the  Borrower  or any  active
         subsidiary thereof is adjudicated  insolvent or bankrupt;  or any order
         of relief or other  order  approving  any such  case or  proceeding  is


                                       6
<PAGE>

         entered;  or the Borrower or any active subsidiary  thereof suffers any
         appointment of any custodian or the like for it or any substantial part
         of its property which  continues  undischarged or unstayed for a period
         of 60 days;  or the Borrower or any active  subsidiary  thereof makes a
         general assignment for the benefit of creditors;  or the Borrower shall
         fail to pay,  or shall  state  that it is  unable  to pay,  or shall be
         unable to pay, its debts  generally as they become due; or the Borrower
         or any active subsidiary  thereof shall call a meeting of its creditors
         with a view to arranging a composition,  adjustment or restructuring of
         its debts;  or the Borrower or any active  subsidiary  thereof shall by
         any act or failure to act expressly  indicate its consent to,  approval
         of or acquiescence  in any of the foregoing;  or any corporate or other
         action is taken by the  Borrower or any active  subsidiary  thereof for
         the purpose of effecting any of the foregoing;

         Immediately  upon the  occurrence  of an Event of Default,  at Lender's
option, (i) the Maturity Date shall be deemed to have occurred automatically and
(ii) the entire principal amount of this Debenture then  outstanding,  all other
amounts payable by the Borrower hereunder shall automatically  become and be due
and payable, without presentment, demand, protest or any notice of any kind, all
of which are hereby  expressly  waived by the Borrower,  anything  herein to the
contrary notwithstanding.

         Any and  all  notices  or  other  communications  or  deliveries  to be
provided by the Lender hereunder,  including, without limitation, any conversion
notice, shall be in writing and delivered  personally,  by facsimile,  sent by a
nationally  recognized  overnight  courier  service  or  sent  by  certified  or
registered mail, postage prepaid,  addressed to the Borrower, at the address set
forth above, facsimile number, (203) 353-5984, Attn: Chief Financial Officer, or
such other  address or  facsimile  number as the  Borrower  may specify for such
purposes by notice to the Lender  delivered in accordance  with this  paragraph.
Any and all notices or other  communications or deliveries to be provided by the
Borrower hereunder shall be in writing and delivered  personally,  by facsimile,
sent by a nationally  recognized  overnight courier service or sent by certified
or registered mail, postage prepaid,  addressed to each Lender at the address of
such  Lender  appearing  on the  books of the  Borrower,  or if no such  address
appears,  at the principal place of business of the Lender.  Any notice or other
communication or deliveries hereunder shall be deemed given and effective on the
earliest of (i) the date of  transmission  if  delivered  by hand or by telecopy
that has been  confirmed  as received by 5:00 P.M. on a business  day,  (ii) one
business  day after being sent by  nationally  recognized  overnight  courier or
received by telecopy  after 5:00 P.M.  on any day, or (iii) five  business  days
after being sent by certified or registered  mail,  postage and charges prepaid,
return receipt requested.



                                       7
<PAGE>

         Upon the occurrence and during the  continuation of an Event of Default
and the  declaration of the Maturity Date, the Lender shall have, in addition to
all other rights and remedies under this  Agreement,  this Debenture and related
documents,  all  other  rights  and  remedies  provided  under  each  applicable
jurisdiction and other applicable laws, which rights shall be cumulative.

         This Debenture and the provisions hereof are to be construed  according
to and are  governed  by the laws of the  State of New York,  without  regard to
principles of conflicts of laws thereof.


                                       8
<PAGE>


         IN WITNESS  WHEREOF,  the Borrower has caused this Debenture to be duly
executed by a duly authorized officer as of the date first above indicated.

                                    SMARTSERV ONLINE, INC.


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









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