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


                                                                 May ____, 2003

$XXXXX.00



<PAGE>


         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
XXXXX and 00/100 Dollars  ($XX,XXX.00),  or such lesser  principal  amount as is
then  outstanding  on the earlier of (i) six months from the date of issuance or
(ii) the date that the Borrower  consummates  closing(s) of an equity  financing
with aggregate gross proceeds of at least $3 million (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,  except as  provided  in the  immediately
following paragraph.

         From the date hereof until the date that all Debentures have been fully
paid or  converted,  the  Borrower  shall  not  effect an  equity  financing  (a
"Subsequent  Financing")  at a price  per share  less  than the then  applicable
Conversion  Price (as  defined  below),  unless the Company  receives  the prior
written  consent  for such  issuance  from  Lenders  holding at least 51% of the
aggregate  principal  balance  of the  Debentures  then  outstanding,  provided,
however, that if Lenders holding at least 51% of the aggregate principal balance
of the Debentures then outstanding do not consent to such Subsequent  Financing,
the Borrower may prepay the  Debentures on five  business  days advance  written
notice by paying to each Lender the outstanding principal,  accrued interest and
an amount equal to 10% of the principal amount of such Debenture.


<PAGE>

         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
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 $[the
lower of the  closing  bid price on the date prior to the closing or the average
closing bid price on the five  trading  days prior to the  closing],  subject to
adjustment as provided herein (the "Conversion Price").  Should the Common Stock
be delisted from the Nasdaq  SmallCap  Market,  the then  applicable  Conversion
Price  shall be reduced to 75% of the  average  closing  bid price of the Common
Stock  during the last ten trading  days within the first  twenty  trading  days
following  such  delisting,  provided  that  such  price  is less  than the then
applicable Conversion Price.

         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.

         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

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<PAGE>

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
(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.

         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
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

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<PAGE>

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.

         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.

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<PAGE>

         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
         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;

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<PAGE>


        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, Attn: (203) 353-5984 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.

        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.

         IN WITNESS  WHEREOF,  the  undersigned has duly executed this document,
enforceable  against the Borrower in  accordance  with its terms,  on the day of
May, 2003.


                                    SMARTSERV ONLINE, INC.


                                    By: __________________________________
                                    Name:
                                    Title:





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