ASSET PURCHASE AGREEMENT


            THIS ASSET PURCHASE AGREEMENT is made and entered into this 23rd day
of April,  1998, by and among  SmartServ  Online,  Inc., a Delaware  corporation
("Seller"),  and Data Transmission Network  Corporation,  a Delaware corporation
("Buyer").

                                    RECITALS:

            A.    Seller is engaged in the  business of  providing  products and
services  on the  internet  referred  to as  "SmartServ  Pro",  "TradeNet",  and
"BrokerNet" (the  "Business").  The Business shall not include any other portion
of Seller's  operations  including but not limited to (i) its  telephone  screen
services,  (ii)  its  internet  products  and  services  not  identified  above,
including  order  routing   services   referred  to  as  "Night  Trade"  or  its
derivatives, or (iii) its wireless or PCS services.

            B.    Seller desires to sell certain of the assets used by it in the
conduct of the Business, and Buyer desires to acquire such assets.

            C.    To facilitate  Buyer's future conduct of the Business,  Seller
agrees to license to Buyer and maintain  certain computer  software  programs as
provided for in this Agreement

            In  consideration  of the mutual  covenants and agreements set forth
herein,  and  for  other  good  and  valuable   consideration  the  receipt  and
sufficiency of which are hereby acknowledged,  Seller and Buyer, intending to be
legally bound, agree as follows:

            1.    PURCHASE AND SALE.  Buyer agrees to purchase from Seller,  and
Seller  agrees to sell to Buyer,  the  following  assets  of the  Business  (the
"Acquired Assets"), to-wit:

            (a)   The three client servers listed on Schedule 1 attached  hereto
                  and incorporated herein by this reference;

            (b)   The  trade  names   "TradeNet"  and   "BrokerNet"   and  those
                  maintenance agreements and other contracts,  if any, listed on
                  Schedule 7(k); and

            (c)   All of Seller's  contracts with customers to provide  services
                  of the Business and the assignable  agreements  with suppliers
                  pertaining  to or used  in the  Business  (including,  without
                  limitation all contracts listed on Schedule 7(j));

            (d)   All of Seller's  goodwill  pertaining to or arising out of the
                  Business.

Notwithstanding the foregoing,  the Acquired Assets shall not include any assets
of the Seller not  enumerated  above,  including but not limited to (i) Seller's
cash and cash equivalents and all securities of Seller,  (ii) Seller's  computer
software  to be licensed to Buyer  pursuant  to  Paragraph 5 of this  Agreement,
(iii) Seller's furniture,  leasehold interests or real property interests,  (iv)
any records not relating to the Business and all  corporate,  accounting and tax
records relating to the Business, (v) Seller's rights under this Agreement, (vi)
the name  "SmartServ  Pro" and  (vii)  any of  Seller's  assets  not used in the
Business.

            2.    PURCHASE  PRICE.  Buyer  agrees to pay,  and Seller  agrees to
accept, as the entire aggregate  purchase price for the Acquired Assets, the sum
of Eight Hundred Fifty  Thousand  Dollars  ($850,000)  less a credit for prepaid
revenue and unpaid accounts receivable of Seller for services of the Business to
be  performed  after the  Closing as  reflected  on  Seller's  books and records
(hereinafter  referred to as the "Purchase Price").  The Purchase Price shall be
paid by Buyer to Seller by wire transfer upon the Closing.


<PAGE>



            3.    ASSUMPTION  OF  LIABILITIES.  Buyer  shall  assume,  agree  to
perform,  and discharge when due only those obligations of Seller arising out of
the contracts and  agreements  listed on Schedules 7(j) and 7(k) with respect to
the period from and after the Closing  (the  Assumed  Liabilities").  Seller and
Buyer agree that,  other than the Assumed  Liabilities,  Buyer does not agree to
assume and shall have no  responsibility  for any of the debts,  obligations  or
liabilities  of Seller (the "Excluded  Liabilities"),  all of which shall remain
the sole  responsibility  of Seller.  The Excluded  Liabilities  include without
limitation all of the following:

            (a)   Any tax liability or tax obligation of Seller,  which has been
                  or may be asserted by any taxing authority,  including without
                  limitation any such liability or obligation  arising out of or
                  in  connection   with  this  Agreement  or  the   transactions
                  contemplated hereby.

            (b)   Any liability or obligation of Seller  whether  incurred prior
                  to, at or  subsequent  to the  Closing  for any amounts due or
                  which may become due to any person or entity  solely by reason
                  of the fact that such person or entity is or has been a holder
                  of any debt or equity security of Seller.

            (c)   Any trade  account  payable  or note  payable of Seller or any
                  contract   obligation   of  Seller  (other  than  the  Assumed
                  Liabilities)  whether  incurred  prior to, at or subsequent to
                  the Closing.

            (d)   Any  liability or  obligation  arising out of any  litigation,
                  suit, proceeding, action, claim or investigation, at law or in
                  equity or in arbitration, related to Seller's operation of the
                  Business prior to the Closing.

            (e)   Any  claim,   liability  or  obligation,   known  or  unknown,
                  contingent  or  otherwise,  the existence of which is a breach
                  of, or  inconsistent  with,  any  representation,  warranty or
                  covenant of Seller set forth in this Agreement.

            (f)   Any  liability  or  obligation  specifically  stated  in  this
                  Agreement  or the  Schedules  hereto as not to be  assumed  by
                  Buyer.

            4.    TRANSFER DOCUMENTS;  ADDITIONAL  DOCUMENTS.  Upon the Closing,
Seller shall sell, transfer,  assign,  convey, and deliver to Buyer the Acquired
Assets by duly executed titles, warranty bill of sale and assignment,  and other
good and sufficient instruments of sale, assignment,  conveyance and transfer as
shall be required to effectively vest in Buyer all of Seller's right, title, and
interest  in and to such  Assets,  free and  clear of all  liens,  encumbrances,
security  interests,  actions,  claims and equities of any kind  whatsoever  and
Buyer  shall  assume  by duly  executed  assumption  of  liability  the  Assumed
Liabilities.  Buyer shall be entitled to possession of the Acquired  Assets upon
the Closing and payment of the  Purchase  Price.  Upon the  Closing,  Seller and
Buyer shall enter into the  Software  License and  Maintenance  Agreement in the
form of Exhibit "A" hereto and the Source Code Escrow  Agreement  in the form of
Exhibit "B" hereto with an escrow agent mutually acceptable to Seller and Buyer.

            5.    CLOSING. The consummation of the transactions  contemplated by
this Agreement (the  "Closing")  shall occur on May 1, 1998, at a time and place
mutually acceptable to Seller and Buyer.



                                       2
<PAGE>




            6.    OBLIGATIONS  TO  EMPLOYEES.  Seller  agrees  that it  shall be
responsible  for any  obligations to any of its employees  which  heretofore may
have arisen or hereafter  may arise by reason of any  services  rendered by such
employees prior to the Closing, including but not limited to salaries,  bonuses,
vacation pay, retirement benefits,  and other fringe benefits; and Seller hereby
agrees to pay all of such  obligations  directly to the employees  involved when
due. Seller agrees timely to pay all payroll tax, withholding,  and unemployment
compensation  payments  required to be made with respect to the  compensation of
such  employees and to hold Buyer  harmless  therefrom.  Seller shall furnish to
Buyer such evidence of Seller's compliance with the provisions of this paragraph
as Buyer reasonably may request from time to time.

            7.    REPRESENTATIONS  AND  WARRANTIES OF SELLER.  Seller  warrants,
represents, and covenants to and with Buyer, now and as of the Closing:

            (a)   That Seller has full right and lawful  authority to enter into
                  this  Agreement and to sell the items of personal  property to
                  be acquired by Buyer pursuant to this Agreement; that Seller's
                  performance of its  obligations  under this Agreement will not
                  violate  any  agreement,   document,  trust  (constructive  or
                  otherwise),  order,  judgment  or decree to which  Seller is a
                  party or by which it is bound; and that, upon the transfer and
                  assignment   of  such   property  to  Buyer  as   hereinbefore
                  mentioned,  Buyer will  acquire  good and  merchantable  title
                  thereto, free and clear of any liens,  encumbrances,  security
                  interests,   actions,   claims,   and  equities  of  any  kind
                  whatsoever.

            (b)   That  Seller is the sole and lawful  owner of and has good and
                  marketable  title to all of the items of personal  property to
                  be acquired  by Buyer  pursuant  to this  Agreement,  free and
                  clear of any liens, encumbrances, security interests, actions,
                  claims, and equities of any kind whatsoever.

            (c)   All  material  items  of  tangible  personal  property  to  be
                  acquired  by  Buyer  pursuant  to this  Agreement  are in good
                  operating condition, subject to normal wear.

            (d)   That  there  are no  suits,  arbitrations  or  other  legal or
                  governmental  proceedings pending or threatened against Seller
                  which  might  conceivably  affect  the  title to the  items of
                  personal  property to be  acquired  by Buyer  pursuant to this
                  Agreement.

            (e)   That Seller has duly filed all federal,  state,  and local tax
                  returns of every kind  whatsoever  required  to be filed on or
                  before  the  Closing  and has paid in full  the tax  liability
                  shown on such  returns;  that no  unpaid  deficiencies  are in
                  existence  which  have  been  asserted  against  Seller by any
                  official or agency as a result of the filing of such  returns;
                  and that, to the knowledge of Seller, there is not now pending
                  any  examination  with  respect to any such  returns  nor does
                  Seller know of any impending  examination  with respect to any
                  such returns.

            (f)   Seller shall timely pay all sales and use taxes  imposed on or
                  collectible by Seller and shall furnish to Buyer evidence that
                  all of Seller's sales and use taxes have been paid.

            (g)   The  property  to  be  acquired  by  Buyer  pursuant  to  this
                  Agreement,  together with the rights, property and services to
                  be rendered or  furnished  to Buyer  pursuant to the  Software
                  License  and  Maintenance  Agreement  attached  as Exhibit "A"
                  hereto,  will  include  at  Closing  all  material  rights and
                  property  necessary to the conduct of the Business by Buyer in
                  the  manner  it is  conducted  by  Seller  on the date of this
                  Agreement.

                                       3
<PAGE>



            (h)   There is no fact, development,  or threatened development with
                  respect  to  the  markets,   products,   customers,   vendors,
                  suppliers,  operations,  assets or  prospects  of the Business
                  which are known to Seller  which  would  materially  adversely
                  affect the  business,  operations or prospects of the Business
                  considered  as a whole,  other  than  such  conditions  as may
                  affect as a whole the economy generally.

            (i)   The financial statements of Seller for the year ended June 30,
                  1997 and for the six month  period  ended  December  31, 1997,
                  furnished  to  Buyer  fairly  and  accurately   represent  the
                  financial operations of Seller for such periods.

            (j)   That  Seller  has  listed  on  Schedule  7(j) all of  Seller's
                  contracts  (oral or written)  with  customers and suppliers of
                  the Business;  Seller has no other contracts (oral or written)
                  with  customers  and  suppliers  of the  Business.  Seller has
                  delivered to Buyer true,  correct and  complete  copies of all
                  written  contracts  relating  to  the  Business,  and  written
                  summaries of the terms of all oral  contracts  relating to the
                  Business,  and all of such  contracts  are  presently  in full
                  force and effect and are assignable to Buyer unless  otherwise
                  indicated.  Seller  has not  received  any  notices  from  any
                  customers or suppliers of the Business that indicate that they
                  intend  to  terminate  any of such  contracts  and,  except as
                  reflected  in the  copies  delivered  to Buyer or on  Schedule
                  7(j),  such contracts have not been amended and Seller and the
                  other  parties  to such  contracts  are not in  default in any
                  material  respect  under such  contracts.  Seller has not been
                  apprised  and does not  currently  believe  or have  reason to
                  believe  that any of the  customers  of the  Business  plan to
                  cancel or reduce the volume under any customer contracts.

            (k)   That Schedule 7(k) contains a complete list of all of Seller's
                  contracts (oral and written) relating to the Business, if any,
                  other than the contracts with  customers and suppliers  listed
                  on Schedule 7(j). Seller has delivered to Buyer true,  correct
                  and  complete  copies  of all  such  other  written  contracts
                  relating to the Business and written summaries of the terms of
                  all such other oral  contracts  relating to the Business,  and
                  all of such  contracts  are presently in full force and effect
                  and are assignable unless otherwise indicated,  and, except as
                  reflected  in the  copies  delivered  to Buyer or on  Schedule
                  7(k),  such contracts have not been amended and Seller and the
                  other  parties  to such  contracts  are not in  default in any
                  material respect under such contracts.

            (l)   That Seller is a corporation duly organized,  validly existing
                  and in good standing  under the laws of the State of Delaware.
                  Seller  has the  corporate  power and  authority  required  to
                  conduct  the  Business  and  to own  and  use  the  properties
                  currently owned and used by it. Seller has the corporate power
                  and  authority  to execute and deliver this  Agreement  and to
                  perform its respective obligations  thereunder.  The execution
                  and delivery of this  Agreement by Seller and the  performance
                  of its  obligations  thereunder  have  been  duly and  validly
                  authorized by all necessary  corporate action.  This Agreement
                  has been duly and validly executed and delivered by Seller and
                  constitutes a legal,  valid and binding  obligation of Seller,
                  enforceable   in  accordance   with  its  terms,   subject  to
                  applicable     bankruptcy,     insolvency,     reorganization,
                  arrangement,  moratorium,  fraudulent  conveyance,  and  other
                  similar laws or judicial decisions  affecting the validity and
                  enforcement of creditors' rights generally.

            (m)   That neither the execution and delivery of this Agreement, nor
                  the consummation of the transactions contemplated thereby, (i)
                  conflicts with or violates any provision of the Certificate of
                  Incorporation  or bylaws of Seller,  (ii) requires on the part
                  of Seller any




                                       4
<PAGE>




                  filing with, or permit, authorization, consent or approval of,
                  any  federal or state  governmental  agency or  entity,  (iii)
                  conflicts with,  results in a breach of,  constitutes (with or
                  without notice or lapse of time or both) a default  under,  or
                  requires  any notice,  consent or waiver  under any  contract,
                  lease, license,  franchise,  permit,  indenture,  agreement or
                  mortgage for borrowed money or other agreement to which Seller
                  is a party or by which  Seller is bound or to which any of its
                  assets is  subject,  or (iv)  violates  any  statute,  rule or
                  regulation,   or  any  order,   writ,   injunction  or  decree
                  applicable to Seller or any properties or assets of Seller.

            (n)   Unless otherwise approved by Buyer,  Seller shall maintain and
                  operate the Business  between the date of this  Agreement  and
                  the  Closing  in the  ordinary  course  consistent  with  past
                  practices.

            8.    REPRESENTATIONS  AND  WARRANTIES  OF  BUYER.  Buyer  warrants,
represents, and covenants to and with Seller, now and as of the Closing:

            (i)   That Buyer is a corporation  duly organized,  validly existing
                  and in good standing  under the laws of the State of Delaware.
                  Buyer has the  corporate  power and  authority  to execute and
                  deliver  this   Agreement   and  to  perform  its   respective
                  obligations  thereunder.  The  execution  and delivery of this
                  Agreement  by Buyer  and the  performance  of its  obligations
                  thereunder  have  been  duly  and  validly  authorized  by all
                  necessary  corporate action.  This Agreement has been duly and
                  validly  executed  and  delivered by Buyer and  constitutes  a
                  legal, valid and binding  obligation of Buyer,  enforceable in
                  accordance with its terms,  subject to applicable  bankruptcy,
                  insolvency,    reorganization,     arrangement,    moratorium,
                  fraudulent  conveyance,  and other  similar  laws or  judicial
                  decisions affecting the validity and enforcement of creditors'
                  rights generally.

            (ii)  That neither the execution and delivery of this Agreement, nor
                  the consummation of the transactions contemplated thereby, (i)
                  conflicts with or violates any provision of the Certificate of
                  Incorporation or bylaws of Buyer, (ii) requires on the part of
                  Buyer any filing with,  or permit,  authorization,  consent or
                  approval  of,  any  federal  or state  governmental  agency or
                  entity,   (iii)  conflicts  with,  results  in  a  breach  of,
                  constitutes  (with or without notice or lapse of time or both)
                  a default  under,  or requires  any notice,  consent or waiver
                  under  any  contract,  lease,  license,   franchise,   permit,
                  indenture,  agreement or mortgage for borrowed  money or other
                  agreement to which Buyer is a party or by which Buyer is bound
                  or to which any of its assets is subject, or (iv) violates any
                  statute, rule or regulation, or any order, writ, injunction or
                  decree  applicable  to Buyer or any  properties  or  assets of
                  Buyer.

            9.    INDEMNIFICATION.  Seller agrees to indemnify Buyer and to hold
Buyer  harmless  from any and all loss,  damage,  cost,  or expense  incurred or
sustained  by Buyer by reason of the failure of any  warranty or  representation
contained  in this  Agreement  to be true or as a result of Seller's  failure to
abide by any covenant or agreement  on its part  contained in this  Agreement or
arising  out of any  claim by a  stockholder  of  Seller  alleging  that  Seller
improperly   failed  to  obtain   stockholders   approval  of  the  transactions
contemplated  by this  Agreement or arising out of any claim made against  Buyer
alleging  that Seller  failed to comply with the bulk sales laws of the State of
Connecticut.

            10.   SURVIVAL.  The representations,  warranties,  and covenants on
the part of Seller and Buyer  contained  in this  Agreement  shall  survive  the
Closing and shall be binding upon each party and their respective successors and
assigns.



                                        5

<PAGE>




            11.   PAYMENT OF  LIABILITIES.  Seller agrees that it is responsible
for all liabilities of Seller existing on the Closing and to hold Buyer harmless
therefrom.  Buyer and Seller  agree that Buyer is not assuming and shall have no
responsibility  for any of the debts,  obligations,  or  liabilities  of Seller,
including but not limited to any  liabilities or obligations of Seller  (whether
fixed, absolute,  contingent,  known, unknown,  direct,  indirect, or otherwise)
whether incurred or accrued before or after the Closing, which in any way relate
to the performance or  non-performance  of, or any other liability or obligation
relating to any service or product furnished or sold by Seller prior to or after
the Closing,  and Seller hereby  agrees to hold Buyer  harmless from any cost or
expense  arising  out  of  or  relating  to  any  such  debts,  obligations,  or
liabilities;  provided,  however, such indemnification by Seller does not extend
to any  Assumed  Liabilities.  Buyer  agrees to be  responsible  for any and all
liabilities  of Buyer existing at the Closing or assumed by Buyer as a result of
this  Agreement and to hold Seller  harmless  therefrom.  Seller and Buyer agree
that if either receives any payment under a contract which is included among the
Acquired  Assets which payment  belongs to the other,  it will promptly  forward
such payment to the other.

            12.   TRANSFER  TAXES.  Seller shall pay all sales and other similar
taxes imposed on or  collectible by Seller or Buyer by reason of the transfer of
the property being acquired by Buyer pursuant to this Agreement.

            13.   NONCOMPETE.  During  the  term  of the  Software  License  and
Maintenance  Agreement  to be entered  into at the  Closing,  Seller  shall not,
directly or indirectly, whether as a shareholder, partner or investor possessing
any  ownership  interest,  or  as  principal,   agent,   employee,   proprietor,
independent contractor,  consultant or in any other capacity, solicit for itself
or others,  or advise or recommend to any other person that such person solicit,
any current customer of the Business, for the purpose of competing with Buyer in
the Business.  If any court having jurisdiction at any time hereafter shall hold
any of such restrictive  covenants to be unenforceable or unreasonable as to its
scope,  territory,  or period of time,  and such court in its judgment or decree
shall  declare or determine the scope,  territory,  or period of time which such
court deems to be reasonable,  then such scope,  territory or period of time, as
the case may be,  shall be deemed  automatically  to have been  reduced  to that
declared or  determined  to be  reasonable  by such court.  Notwithstanding  the
foregoing,  if any clause or provision of this paragraph shall be unenforceable,
then such clause or provision shall be deemed to be deleted from this paragraph,
but every other clause and  provision  shall  continue in full force and effect.
These  covenants  are  an  integral  part  of  the  asset  purchase  transaction
contemplated  by this  Agreement  and  Buyer  would not have  entered  into this
Agreement  in the  absence  of such  covenants.  Seller  acknowledges  that  the
agreements  contained in this  paragraph are reasonable and necessary to protect
the Business being purchased by Buyer and that any breach thereof will result in
irreparable  injury  to Buyer for which  Buyer  has no  adequate  remedy at law.
Seller  therefore  agrees that,  in the event either of them breaches any of the
agreements  contained in this paragraph,  Buyer shall be authorized and entitled
to seek from any court of  competent  jurisdiction  (i) a temporary  restraining
order,  (ii)  preliminary and permanent  injunctive  relief,  (iii) an equitable
accounting  of all profits or  benefits  arising  out of such  breach,  and (iv)
direct,  incidental,  and consequential damages resulting from such breach. Such
rights or remedies  shall be  cumulative  and in addition to all other rights or
remedies to which Buyer may be entitled.

            14.   ENTIRE  AGREEMENT.   This  document   constitutes  the  entire
agreement of the parties with respect to the subject  matter  hereof and may not
be modified,  amended, or terminated except by a written agreement  specifically
referring to this Agreement and signed by all of the parties hereto.

            15.   BINDING  AGREEMENT.  This Agreement  shall be binding upon and
inure to the benefit of the parties  hereto and their  respective  heirs,  legal
representatives, successors and assigns.



                                       6
<PAGE>




            16.   FURTHER  INSTRUMENTS.  After the Closing,  the parties  hereto
shall execute and deliver such  additional  instruments  and documents as may be
reasonably  requested  by any of them in  order to carry  out the  purposes  and
intent of this Agreement and to fulfill their respective obligations.

            17.   FURTHER ACTIONS.  Seller agrees to take after the Closing such
actions  from  time to time as may in the  reasonable  judgment  of Buyer or its
counsel be  necessary  or  advisable to confirm the title of Buyer to any of the
items of property acquired by Buyer from Seller pursuant to this Agreement.

            18.   GOVERNING LAW. This agreement shall be construed in accordance
with the laws of the State of Nebraska.

            19.   SEVERABILITY.  In the event that one or more of the provisions
contained in this  Agreement  shall for any reason be held  invalid,  illegal or
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall not affect any of the other provisions contained in this Agreement,  which
provisions shall remain in full force and effect.

            20.   COUNTERPARTS.  This  Agreement  may be executed in one or more
counterparts and by the different parties hereto in separate counterparts,  each
of which shall be deemed an original but all of which together shall  constitute
one and the same instrument.

            21.   SCHEDULES  AND  EXHIBITS.  All  references  to  Schedules  and
Exhibits  herein,  unless  otherwise  stated,  means the  schedules and exhibits
attached to this Agreement which are hereby incorporated by reference.

            22.   NOTIFICATION.  All notices  which either party may be required
or desire to give to the other  party  shall be in writing and shall be given by
personal  service,  telecopy,  registered air mail or certified air mail (or its
equivalent) to the other party at its respective  address or telecopy  telephone
number set forth below.  Notices shall be deemed to be given upon actual receipt
by the party to be notified. Notices delivered by telecopy shall be confirmed in
writing by overnight courier.

            If to Seller:          SmartServ Online, Inc.
                                   Metro Center, One Station Place
                                   Stamford, CT 06902
                                   Attn:  Mario F. Rossi
                                   Telecopy No. (203) 353-5962

            If to Buyer:           Data Transmission Network
                                     Corporation
                                   9110 West Dodge Road, #200
                                   Omaha, NE  68114
                                   Attn:  Eric Stokes
                                   Telecopy No.:  (402) 255-8088




                                       7
<PAGE>


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


                                      DATA TRANSMISSION NETWORK
                                      CORPORATION, a Delaware corporation


                                      By:  /S/ CHARLES R. WOOD
                                          --------------------------------
                                           Charles R. Wood, Sr. Vice President


                                      SMARTSERV ONLINE, INC., a
                                      Delaware corporation

                                      By:  /S/ SEBASTIAN E. CASSETTA
                                          --------------------------------
                                           Chief Executive Officer




                                       8
<PAGE>


                                   SCHEDULE 1

                           List of Smartserv Equipment
                           ---------------------------

Server One
Ultra 2 Sun MicroSystems Computer
Dual CPU 300 MHz
1 GB RAM
4.2 G Hard Drive
100 Mbs Ethernet Card
Solaris 2.5
Serial number 742FC47

Server Two
Ultra 2 Sun MicroSystems  Computer
Dual CPU 300 MHz
1 GB RAM
2 4.2 G Hard Drives
100 Mbs Ethernet Card
Solaris 2.5
Serial number

Server Three
Ultra 2 Sun MicroSystems Computer
Dual CPU 200 MHz
500 MG RAM
2 G Hard Drive
100 Mbs Ethernet Card
Solaris 2.5
Serial number 638FOF57





<PAGE>


                                  SCHEDULE 7(j)

                         Customer and Supplier Contracts
                         -------------------------------


Reality On Line - Reuters News Agreement

Standard & Poors - Distribution Agreement

Agreement  between AT&T Corp.  and  SmartServ  Online,  Inc.  for AT&T  WorldNet
Services

Terms and Conditions for Subscribers to SmartServ Services




<PAGE>


                                  SCHEDULE 7(k)

                             List of Other Contracts
                             -----------------------



None



<PAGE>


                                   EXHIBIT "A"

                              SOFTWARE LICENSE AND
                                SERVICE AGREEMENT
                                -----------------


            THIS  AGREEMENT  (the  "Agreement")  is made and entered  into as of
____________________,  1998  (the  "Effective  Date") by and  between  SmartServ
Online,  Inc.,  a Delaware  corporation  having an office at Metro  Center,  One
Station Place,  Stamford,  CT 06902 ("SmartServ") and Data Transmission  Network
Corporation,  a Delaware corporation,  having an office at 9110 West Dodge Road,
Suite 200, Omaha, Nebraska 68114 ("DTN").

                                    RECITALS

            A.    SmartServ  is  the  owner  of  certain  computer  software  as
described  in Schedule  "A" attached  hereto and the  documentation  and related
materials  therefore  listed  in  Schedule  "A" (as  modified  and  enhanced  in
accordance with this Agreement,  the "Internet  Software") and SmartServ desires
to license the Internet Software to DTN.

            B.    Pursuant to that certain Asset Purchase  Agreement dated April
23, 1998 between SmartServ and DTN (the "Purchase Agreement"), DTN acquired from
SmartServ three client servers. Such servers will remain located at the premises
of SmartServ  as provided  herein.  When used with such  servers and  additional
hardware and equipment owned  exclusively by SmartServ (the use of which will be
provided by SmartServ  as set forth in this  Agreement),  the Internet  Software
will allow DTN's subscribers internet access to continuous market quotations and
other financial and news  information  services offered from time to time by DTN
(the "Internet Services").

            C.    SmartServ agrees to service, support, maintain and enhance the
Internet  Software  and the related  computer  hardware as more fully  described
herein so as to allow DTN's  subscribers to access the Internet  Services at any
time during the term of this Agreement.

            D.    DTN  desires  to  acquire  such  licenses  and  services  from
SmartServ as described in this Agreement.

            NOW,  THEREFORE,  in consideration of the foregoing recitals and the
mutual promises contained herein, the parties hereto agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS
                                   -----------

            1.1   DEFINED TERMS.  The following  defined terms when used in this
Agreement shall have the meanings designated below:

                  BUSINESS HOURS means the time period commencing one hour prior
            to and ending one hour after the trading hours of the New York Stock
            Exchange.

                  CONFIDENTIAL INFORMATION has the meaning given to such term in
            Paragraph 5.2 of this Agreement.

                  DOCUMENTATION  has the meaning given to such term in Paragraph
            4.2 of this Agreement.


<PAGE>




                  ESCROW AGENT means the Escrow Agent under that certain  Source
            Code Escrow  Agreement with SmartServ and DTN executed  concurrently
            with this Agreement.

                  ESCROW  RELEASE  EVENTS has the meaning  given to such term in
            Paragraph 2.3(e) of this Agreement.

                  HARDWARE  means the servers  acquired  by DTN  pursuant to the
         Purchase  Agreement  and  Paragraph  4.7  of  this  Agreement  and  all
         replacements  and additions  thereto which will be  manipulated  by the
         Internet  Software to allow DTN's  subscribers  to obtain the  Internet
         Services.

                  INTERNET  SOFTWARE  has the  meaning  given  to  such  term in
            Recital A to this Agreement.

                  LICENSE has the meaning given to such term in Paragraph 2.1 of
            this Agreement.

                  LICENSE  FEE has the meaning  given to such term in  Paragraph
            3.1 of this Agreement.

                  LICENSE  TERM has the meaning  given to such term in Paragraph
            7.1 of this Agreement.

                  MAINTENANCE  SERVICES  has the  meaning  given to such term in
            Paragraph 4.1 of this Agreement.

                  SMARTSERV  EQUIPMENT means the computer hardware and equipment
            owned  by   SmartServ   and   described  in  Schedule  "B"  and  all
            replacements and additions  thereto (except as provided in Paragraph
            4.7) which when used with the Hardware and  Internet  Software  will
            allow DTN's subscribers to obtain the Internet Services.

                  SOURCE CODE ESCROW  PACKAGE has the meaning given to such term
            in Paragraph 2.3(a) of this Agreement.

                  UPDATES has the meaning given to such term in Paragraph 4.5 of
            this Agreement.


                                    ARTICLE 2
                                   THE LICENSE
                                   -----------

            2.1   THE LICENSED  SOFTWARE.  SmartServ  hereby  grants to DTN, its
subsidiaries  and  affiliates,  a license  (the  "License")  to use the Internet
Software  as part of DTN's,  and its  subsidiaries'  and  affiliates',  business
operations and to allow DTN's subscribers to use the Internet Software to access
the  Internet  Services.  The License  shall be a limited  exclusive  license as
follows:  SmartServ agrees not to license,  sell,  convey or otherwise  transfer
(collectively,  "Transfer")  to anyone other than DTN any rights in the Internet
Software during the term of this Agreement  without DTN's prior written consent,
which consent will not be unreasonably withheld or delayed by DTN, provided that
the agreement  under which  SmartServ  shall Transfer any rights in the Internet
Software  to a third  party  shall  provide  that  the  transferee's  use of the
Internet  Software  would not  constitute a breach of Section 13 of the Purchase
Agreement, if such other party were SmartServ. In addition,  SmartServ shall not
use or allow anyone other than DTN to use the Internet  Software to compete with
the Internet  Services.  If during any calendar  quarter  ending after the first
twelve months of the License Term, DTN does not obtain at least 600  subscribers
to the Internet  Services  (exclusive  of renewing  subscribers,  but not net of
terminating  subscribers) and pay License Fees of $100,000, then the exclusivity
with  respect  to  the  License   shall  cease  and  the  License  shall  become
nonexclusive.



                                       2
<PAGE>




            2.2   OBJECT CODE.  SmartServ shall deliver the Internet Software to
DTN in object code form. DTN may reproduce the Internet Software as necessary to
include  (a) a  production  version  for  DTN's  use  in  accordance  with  this
Agreement;  (b) a test  version  which may be run for  testing  and  development
purposes;  and (c) copies for archival and backup purposes.  DTN shall also have
the right to maintain and modify or retain third party  entities to maintain and
modify  the  Internet  Software  in the event of an Escrow  Release  Event or if
SmartServ fails to or is no longer  obligated to maintain the Internet  Software
under  this  Agreement  or any future  maintenance  agreements  between  DTN and
SmartServ.

            2.3   SOURCE CODE ESCROW.

            a.    The term "Source Code Escrow Package" means the following:

                  i.    a complete copy in  machine-readable  form of the source
                  code and object code of the Internet Software;

                  ii.   a complete copy of any existing design documentation and
                  user documentation; and

                  iii.  complete  instructions  for  compiling and linking every
                  part of the source code into executable  code, for purposes of
                  enabling  verification of the  completeness of the source code
                  as provided  below.  Such  instructions  shall include precise
                  identification of all compilers, library packages, and linkers
                  used to generate executable code.

            b.    Within  five (5)  days  after  the  Closing,  SmartServ  shall
deliver a Source Code Escrow Package to Escrow Agent.

            c.    When and if SmartServ provides DTN with a maintenance  release
or upgrade version of any part of the Internet Software,  SmartServ shall within
ten (10) business days thereafter  deposit with Escrow Agent, in accordance with
Section 2.3, a Source Code Escrow Package for the maintenance release or upgrade
version.

            d.    DTN,  at its option and  expense,  may at any time  verify the
completeness  and accuracy of any Source Code Escrow Package.  Unless  otherwise
agreed at the time by SmartServ and DTN,  verification  will be performed onsite
at Escrow Agent's or SmartServ's  premises at a time specified by DTN. SmartServ
shall make technical and support personnel available as reasonably necessary for
the verification.  SmartServ may in its discretion designate a representative to
be present at the verification.

            e.    The Source Code Escrow Package shall,  upon request of DTN, be
released  from escrow to DTN for use by DTN in  accordance  with this  Agreement
upon the  occurrence of one or more of the  following  "Escrow  Release  Events"
defined below:

                  i. SmartServ is in breach of its obligations  under the Source
            Code Escrow Agreement with DTN and Escrow Agent;

                  ii.  if  SmartServ   files  a  petition  for  liquidation  and
            dissolution  under  Chapter 7 of the  Bankruptcy  Code of the United
            States,  or an  involuntary  petition in bankruptcy is filed against
            SmartServ and is not dismissed or converted for reorganization under
            Chapter 11 of the Bankruptcy  Code of the United States within sixty
            (60) days thereafter,  or this Agreement is rejected in a proceeding
            under Chapter 11 of the Bankruptcy Code of the United States; or

                                       3
<PAGE>




                  iii. if SmartServ  proves unable or otherwise  fails to cure a
            breach of this Agreement within the applicable cure period set forth
            in this Agreement;

            f.    Within ten (10) days after the  execution and delivery of this
Agreement,  SmartServ  shall  deliver to DTN two (2) keys which shall operate to
open the (i) front door and (ii) door to the  computer  room,  respectively,  of
SmartServ's principal offices located at One Station Place,  Stamford, CT 06902.
These keys may be used by a limited  number of  employees of DTN for the purpose
of accessing,  operating and maintaining  the Internet  Software and Hardware in
the event that  SmartServ  is unable to do so in  accordance  with the terms and
conditions set forth in this Agreement.

            2.4   COMPETITION.  Nothing in this  Agreement  shall  impair  DTN's
rights  to  use  or  distribute  similar  ideas  or  programs  which  have  been
independently  developed  by DTN or submitted  by others to DTN,  provided  that
SmartServ' patents, copyrights and trade secrets are not infringed.

                                    ARTICLE 3
                                FEES AND PAYMENT
                                ----------------

            3.1   LICENSE AND MAINTENANCE FEE. Except as provided below,  during
the License  Term DTN shall pay to SmartServ a monthly  license and  maintenance
fee  (the  "License  Fee")  equal  to  the  sum  of the  amounts  determined  by
multiplying  the applicable  percentages  set forth below by the revenues earned
and received for such month by DTN from the corresponding  number of subscribers
to  the  Internet  Services  at  each  level,  in  excess  of  the  first  1,000
subscribers.

                                                              Percentage of
                   Subscribers                              Subscriber Revenue
                   -----------                              ------------------

                  1,001 - 2,000                                    20%
                  2,001 - 4000                                     25%
                  4,001 - 8,000                                    30%
                  Over 8,000                                       40%

DTN shall guaranty a minimum monthly payment of $100,000 during the first twelve
months of the License Term. The minimum monthly payments during the first twelve
months of the  License  Term  shall be paid in  advance on the first day of such
month.  Otherwise,  the License Fee shall be paid within  twenty (20) days after
the end of the month to which it relates.  The  License Fee shall be  determined
using the average revenue per subscriber for such month.  As an example,  if the
revenues  earned  and  received  by DTN during a month are  $800,000  from 4,000
subscribers,  then the monthly payment to SSOL will be $140,000  computed as the
sum of (i) 20% of the product of $200 (the average  revenue per  subscriber  for
such month)  multiplied by 1,000 subscribers and (ii) 25% of the product of $200
multiplied by 2,000 subscribers. For purposes of such computation, the number of
subscribers  in a  month  shall  be  the  weighted  average  of  the  number  of
subscribers for such month. Notwithstanding the foregoing, if SmartServ breaches
any of its obligations  under Article 4 of this Agreement and fails to cure such
breach within thirty (30) days after written notice thereof, DTN may at its sole
cost elect to provide  its own  maintenance  of the  Internet  Software  and the
Hardware,  in which case DTN shall have no further obligation to pay the License
Fee and  SmartServ  shall have no further  obligations  under  Article 4 of this
Agreement.

            3.2   AUDIT  RIGHTS.  SmartServ  and/or a  SmartServ  representative
shall have the right, exercisable not more than once per year, at any reasonable
time to  inspect,  audit and make  copies of the books and  records of DTN which
relate to the  calculation of the License Fee.  Except as set forth below,  such
audit shall be at the expense of SmartServ. In the event any such inspection and
audit reveals that DTN  underpaid 



                                       4
<PAGE>




the License Fee owing for any month,  then DTN shall  promptly  pay to SmartServ
the amount of such underpayment together with interest thereon from its due date
at the rate of eight percent (8%) per annum.  In the event that DTN underpaid by
more than five percent  (5%) the License Fee owing for any month,  then DTN also
shall promptly pay to SmartServ the reasonable  out-of-pocket costs and expenses
actually  incurred by SmartServ in conducting such audit, up to an amount not in
excess of such underpayment.


                                    ARTICLE 4
                              MAINTENANCE SERVICES
                              --------------------

            4.1   SERVICES  OF  SMARTSERV.  During the License  Term,  SmartServ
agrees to service,  support,  maintain and enhance the Internet Software and the
Hardware as provided in this Article 4 (the "Maintenance  Services").  SmartServ
agrees to use its best efforts in performing the  Maintenance  Services so as to
allow  DTN's  subscribers  prompt  access to the  Internet  Services at any time
during the License  Term. It is agreed by the parties that  SmartServ  will have
during  the  first  twelve  months  of the  License  Term a  minimum  of six (6)
programming  resources  trained  in  the  Internet  Software  available  at  all
reasonable times to provide the Maintenance  Services;  provided,  however, that
SmartServ may be required to have additional  programming resources available to
perform  the  Maintenance  Services  during  critical  times as needed.  DTN and
SmartServ  agree that during the  remainder of the License Term  SmartServ  will
have a minimum  of three  (3)  programming  resources  trained  in the  Internet
Software available at all reasonable times to provide the Maintenance  Services;
provided, however, that SmartServ may be required to have additional programming
resources available to perform the Maintenance Services during critical times as
needed.

            4.2   CORRECTION  OF INTERNET  SOFTWARE.  The  Maintenance  Services
shall  include,  without  limitation,  SmartServ  correcting  any failure of the
Internet  Software  to  operate in  accordance  with the  documentation  for the
Internet Software (as modified pursuant to this Agreement, the "Documentation").
The  Documentation  shall  provide  for the  Internet  Software to operate in an
efficient  and  responsive  manner in  accordance  with the  highest of industry
standards.

            4.3   OUTAGES.  SmartServ understands the need for DTN's subscribers
to have continuous access to the Internet  Services.  SmartServ warrants that it
will use its best efforts to maintain the Internet  Software and the Hardware in
a condition which will allow DTN's  subscribers to access the Internet  Services
24  hours  per day,  365  days  per  year.  Notwithstanding  the  force  majeure
provisions of Section 8.5, should outages occur during Business Hours due to the
failure of the Internet Software or the Hardware that exceed 1% in the aggregate
during any calendar  month,  SmartServ  shall forfeit the entire License Fee for
such month as liquidated damages. Should outages occur during Business Hours due
to the failure of the Internet  Software or the  Hardware  that exceed 2% in the
aggregate  during any calendar  month or 3% in the aggregate  during each of two
consecutive  calendar months,  DTN may elect (without granting  SmartServ a cure
period) to provide at its sole cost its own maintenance of the Internet Software
and the Hardware,  in which case DTN shall have no further obligation to pay the
License Fee during the remainder of the License Term and SmartServ shall have no
further obligations under Article 4 of this Agreement.

            4.4   REQUIRED  UPGRADES.  DTN  receives its market  quotations  and
other news and financial  information from various  third-party  providers.  DTN
shall have the right anytime during the License Term, in its sole discretion, to
change the third-party  providers of information for the Internet  Services.  As
part of Maintenance  Services,  at no additional cost to DTN, but subject to the
limitations   set  forth  in  Paragraph   4.6,   SmartServ   shall  provide  all
modifications  required to enable the Internet Software to operate in accordance
with any new or  modified  system  requirements  specified  by such  third-party
providers  within  the  time  periods  specified  in  the  contracts  with  such
third-party  providers,  which  shall not be less than  thirty  (30) days  after
receipt of notice from DTN of the new or modified system requirements.



                                       5
<PAGE>




            4.5   UPDATES.  As part of  Maintenance  Services,  at no additional
cost to DTN,  SmartServ  shall  provide  during the License Term (other than the
first  twelve  months  thereof)  all  revisions,  improvements,   modifications,
corrections,  releases and  enhancements  (the  "Updates") to any portion of the
Internet  Software.  SmartServ shall use its best efforts to provide the Updates
as necessary to maintain  the quality and  competitive  position of the Internet
Services in the  industry.  Such  Updates  shall not  degrade  the  performance,
functioning or operation of the Internet  Software.  If any such Updates are not
acceptable  to DTN, DTN may refuse to accept such  Updates,  and, in such event,
SmartServ agrees to maintain the Internet Software without such Updates. Once an
Update is incorporated in the Internet Software,  it shall be considered part of
the Internet Software for all purposes hereunder.

            4.6   LIMITATION ON EXPENDITURES.  Excluding the first twelve months
of the License Term,  SmartServ  reserves the right to limit the  expenditure of
its resources for  performing  the upgrades and Updates  referred to in Sections
4.4 and 4.5 to twenty percent (20%) of its revenues earned hereunder  (excluding
such initial twelve  months) on a cumulative  basis.  Accordingly,  if SmartServ
uses  10% of its  revenues  during  one  year,  then it has 30% of its  revenues
available for the next year.

            4.7   HARDWARE  MAINTENANCE.  So long as SmartServ is to provide the
Maintenance  Services  as  provided  herein,  the  Hardware  shall be located at
SmartServ's  premises at no additional cost to DTN, except for property taxes on
the  Hardware  which  shall  be the  sole  responsibility  of  DTN.  As  part of
Maintenance  Services,  at no additional  cost to DTN,  SmartServ shall make all
necessary  adjustments  and minor repairs to keep the Hardware in good operating
condition and functioning properly at the premises of SmartServ.  SmartServ will
use its best efforts to advise DTN  sufficiently  in advance of any needed major
repairs or replacements  to the Hardware and DTN will, at its cost,  provide new
or equivalent used replacement parts for the Hardware. In addition, DTN will, at
its  cost,   furnish  an  additional  client  server  for  each  additional  500
subscribers  to the Internet  Service in excess of the first 1,500  subscribers.
The SmartServ  Equipment will accommodate three more servers, in addition to the
ones owned by DTN. Each server is capable of serving 500 additional  subscribers
for a total of 3,000 subscribers.  Adding additional  subscribers,  beyond 3,000
may require  additional  computer hardware to be added to the system,  which DTN
will  furnish at its cost and which will become  Hardware  for  purposes of this
Agreement.  The Hardware and all additions and  replacements  shall at all times
remain the property of DTN. Parts or replacements required for the Hardware as a
result of the  negligence or fault of SmartServ  shall be furnished by SmartServ
at its cost.  During the License Term,  SmartServ  shall use its best efforts to
provide adequate  facilities,  including  without  limitation work space,  heat,
light, ventilation, electric current and outlets, for operation of the Hardware.
SmartServ  agrees that it shall not move,  or permit to be moved,  the  Hardware
during the License Term without DTN's prior written consent. Notwithstanding any
contrary   provision   contained  herein,  DTN  shall  be  responsible  for  all
telecommunication  costs  incurred in the operation of the Hardware and Internet
Software as contemplated in this Agreement.  SmartServ  agrees, at no additional
cost to DTN,  to  maintain  casualty  insurance  on the  Hardware  with the same
coverage as it has for its own computer  equipment and shall replace any loss to
the Hardware as a result of events covered by such  insurance.  Such policies of
insurance  shall  name  DTN as an  additional  insured  and may not be  canceled
without at least ten days prior written notice to DTN.

            4.8   TELEPHONE  SUPPORT.  As part of  Maintenance  Services,  at no
additional cost to DTN, SmartServ shall provide reasonable  technical assistance
and  consultation  in the  use of the  Internet  Software  and the  Hardware  by
telephone, during DTN's normal working hours.

            4.9   TRAINING.  As part of Maintenance  Services,  at no additional
cost  to DTN,  SmartServ  shall  provide  such  training  as may  reasonably  be
requested by DTN to enable it to use the Internet  Software and the Hardware for
providing the Internet Services.



                                       6
<PAGE>




            4.10  SMARTSERV  EQUIPMENT.  The  system to be used to  provide  the
Internet Services  includes the SmartServ  Equipment in addition to the Hardware
and Internet Software.  During the License Term, SmartServ agrees to furnish the
use of the SmartServ Equipment so as to allow DTN's subscribers prompt access to
the Internet Services.  In addition,  SmartServ agrees to service,  support, and
maintain the SmartServ Equipment, subject to the obligations of DTN set forth in
this Article 4.

                                    ARTICLE 5
                     PROPRIETARY RIGHTS AND CONFIDENTIALITY
                     --------------------------------------

            5.1   OWNERSHIP  OF THE  INTERNET  SOFTWARE.  Subject  to the rights
granted to DTN herein,  all right,  title and interest to the Internet  Software
shall at all  times  remain  in  SmartServ,  including  but not  limited  to all
applicable  copyrights,  trade  secrets and  patents.  DTN shall  safeguard  the
Internet Software with reasonable efforts using not less than the same degree of
care that is exercised by DTN for its own confidential and proprietary software.

            5.2   CONFIDENTIAL  INFORMATION.  DTN and SmartServ acknowledge that
in the  course  of  dealings  between  the  parties,  each  party  will  acquire
information about the other party, its business  activities and operations,  its
technical   information  and  trade  secrets,   of  a  highly  confidential  and
proprietary nature ("Confidential Information"). The Confidential Information of
each party shall be safeguarded by the other at least to the same extent that it
safeguards its own confidential materials or data relating to its own business.

            5.3   CONFIDENTIAL  COMPUTER  PROGRAMS.  Except as set forth herein,
neither party shall make copies of the computer  programs and related  materials
of the other  party nor  permit  them to be used by or for any  person or entity
except as set forth herein and all such computer  programs and related materials
shall be considered Confidential Information hereunder.

            5.4   CONFIDENTIALITY  EXCLUSIONS.  Nothing in this  Article 5 shall
restrict  either party with respect to  information or data identical or similar
to that  contained  in the  Confidential  Information  but which (a) that  party
rightfully  possessed  before it  received  such  information  from the other as
evidenced by written documentation;  (b) subsequently becomes publicly available
through no fault of that party; (c) is subsequently furnished rightfully to that
party by a third party  without  restrictions  on use or  disclosure;  or (d) is
required  to be  disclosed  by law,  provided  that the  disclosing  party  will
exercise  reasonable  efforts  to allow the other  party to obtain a  protective
order or other reliable  assurance that confidential  treatment will be accorded
to the Confidential Information.

            5.5   REMEDY.  SmartServ and DTN agree that if either of them, their
officers,  employees or anyone obtaining access to the Confidential  Information
of the other party by,  through or under them,  breaches  any  provision of this
Article 5, the non-breaching  party would suffer  irreparable harm and the total
amount of monetary  damages for any injury to the  non-breaching  party from any
violation of this Article 5 would be impossible to calculate and would therefore
be an inadequate remedy.  Accordingly,  the parties agree that the non-breaching
party shall be entitled to temporary and permanent injunctive relief against the
breaching party,  its officers or employees,  and such other rights and remedies
to which the non-breaching  party may be entitled to at law, in equity and under
this Agreement for any violation of this Article 5.

                                    ARTICLE 6

                         WARRANTIES AND INDEMNIFICATION
                         ------------------------------

            6.1   QUIET ENJOYMENT. SmartServ warrants to DTN that: (i) SmartServ
has the right to  furnish  to DTN the  Internet  Software  and  other  materials
covered hereunder free of all liens, claims, encumbrances and




                                       7
<PAGE>




other  restrictions,  except as stated to the  contrary  herein;  (ii) DTN shall
quietly  and  peacefully  possess  the  Internet  Software  and other  materials
furnished  hereunder  subject to and in accordance  with the  provisions of this
Agreement; and (iii) DTN's permitted use and possession of the Internet Software
and other materials will not be interrupted or otherwise disturbed by any entity
asserting a claim under or through SmartServ.

            6.2   INTERNET  SOFTWARE.  SmartServ warrants that the Documentation
faithfully and accurately  reflects the  functionality  provided by the Internet
Software.  SmartServ  warrants that the Internet Software (i) is free from known
material   defects  and  (ii)   materially   performs  in  accordance  with  the
Documentation.  SmartServ further warrants and represents that the occurrence in
or  use  by  the  Internet  Software  of  dates  on or  after  January  1,  2000
("millennial  dates") will not adversely  affect the performance of the Internet
Software with respect to data dependent  data,  compilations,  output,  or other
functions  (including but not limited to calculating,  comparing and sequencing)
and  that  the  Internet  Software  will  create,   store,  process  and  output
information related to or including  millennial dates without error or omissions
and at no additional cost to DTN.

            6.3   DEFECT  CORRECTION.  In the event that the  Internet  Software
does not perform as warranted in paragraph 6.2 hereof,  SmartServ  agrees to use
its best efforts to promptly make the Internet Software perform as so warranted.
If SmartServ is unable to make the Internet  Software  perform as so  warranted,
DTN may, at its sole option, terminate this Agreement.

            6.4   SERVICES.  SmartServ  warrants that all services  performed by
SmartServ  hereunder,   including  but  not  limited  to  Maintenance  Services,
installing the Internet Software, training,  programming and consulting, will be
performed in a professional manner by qualified personnel.

            6.5   WARRANTY  PERIOD.  Commencing  upon  the  Effective  Date  and
continuing  at all times  during the License  Term,  subject to  termination  as
provided in Section 3.1,  SmartServ shall perform  Maintenance  Services,  at no
additional charge to DTN, in accordance with Article 4 hereof.

            6.6   INTELLECTUAL  PROPERTY  INDEMNIFICATION.  (a) SmartServ  shall
indemnify,  defend and hold DTN, its  subsidiaries,  affiliates and sublicensees
harmless  from  any  claims,  damages  or  judgments  including  all  reasonable
attorney's fees, directly or indirectly  resulting from any claimed infringement
or  violation  of any  patent,  copyright,  trademark,  trade  secret  or  other
intellectual  property  right of a third  party  with  respect  to the  Internet
Software. Following notice of a claim or threat thereof, SmartServ shall use its
best  efforts to either (i)  procure for DTN the right to continue to modify and
use the Internet  Software as provided herein, at no additional costs to DTN, or
(ii) provide DTN with a noninfringing version of the Internet Software, provided
that  such new  version  does not  degrade  the  performance,  functionality  or
operation of the  Internet  Software in any  material  respect.  If SmartServ is
unable to  perform  either (i) or (ii)  above,  DTN may upon  reasonable  notice
terminate  this  Agreement  and  the  License.  DTN  agrees  to  give  SmartServ
reasonable  notice of any such claim or threat and reasonable  cooperation  with
SmartServ in any defense or settlement of any such claim or threat.

            (b) DTN shall indemnify, defend and hold SmartServ, its subsidiaries
and  affiliates  harmless  from any claims,  damages or judgments  including all
reasonable  attorney's fees,  directly or indirectly  resulting from any claimed
infringement or violation of any patent, copyright,  trademark,  trade secret or
other intellectual  property right of a third party with respect to the Internet
Services (other than with respect to the Internet Software). SmartServ agrees to
give  DTN  reasonable  notice  of  any  such  claim  or  threat  and  reasonable
cooperation with DTN in any defense or settlement of any such claim or threat.




                                       8
<PAGE>




                                    ARTICLE 7
                              TERM AND TERMINATION
                              --------------------

            7.1   TERM.  The  term of this  Agreement  shall  commence  upon the
Effective  Date and,  unless  terminated  earlier  pursuant  to Article 7, shall
continue until either party  terminates  this Agreement by written notice to the
other  party  given at least one year in advance of such  termination,  provided
such  termination  may not occur  earlier  than three years after the  Effective
Date. Such term is referred to in this Agreement as the "License Term".

            7.2   TERMINATION  FOR CAUSE.  Either  party shall have the right to
terminate  this  Agreement  and/or the License upon:  (a)  violation,  breach or
default of the other party, its officers or employees of any material  provision
of  this  Agreement,  including  but  not  limited  to  proprietary  rights  and
confidentiality   obligations;  or  (b)  the  other  party  becoming  insolvent,
commencing  or  becoming  subject to any  proceedings  under any  bankruptcy  or
insolvency law or making any assignment for the benefit of creditors,  suffering
or  permitting  the  appointment  of a receiver  for its  business  or assets or
commencing the winding up or liquidating its business or affairs, voluntarily or
otherwise.  In addition,  DTN may terminate  this  Agreement in accordance  with
paragraphs 6.3, 6.6 and 7.1 hereof.

            7.3   RIGHT TO CURE.  Notwithstanding  the  foregoing  paragraph 7.2
hereof,  neither party may terminate this Agreement  and/or the License pursuant
thereto, unless and until the party seeking to terminate has specified the cause
for the  termination  in writing,  notifying  the other party that it intends to
terminate this Agreement and/or the License,  and such cause for the termination
has not been cured by the other party within  thirty (30) days after  receipt of
such  written  notice,  except with  respect to the breach of a  confidentiality
obligation,  in which case such cause must be cured  within  five (5) days after
receipt of such written notice.

            7.4   OBLIGATIONS  UPON   TERMINATION.   Upon  termination  of  this
Agreement  and the  License,  all rights and  obligations  granted  herein shall
cease,  except as otherwise  provided,  and each party shall forthwith return to
the other party all papers, materials,  documentation,  and any other properties
of the other  party  received  pursuant  to this  Agreement,  including  but not
limited to the Source Code Escrow Package.

            7.5   SURVIVAL OF CERTAIN  PROVISIONS.  The terms and  conditions in
the  following  paragraphs  shall  survive the  termination  of this  Agreement:
5.1-5.5, 6.6, 7.4, 7.5, 8.1-8.4, 8.8-8.10.

                                    ARTICLE 8
                                     GENERAL
                                     -------

            8.1   AGREEMENT INTERPRETATION AND CONSTRUCTION. If any provision of
this Agreement is held invalid or unenforceable for any reason,  such invalidity
shall not affect the validity of the remaining provisions of this Agreement, and
the parties shall substitute for the invalid  provisions a valid provision which
most  closely  approximates  the  intent  and  economic  effect  of the  invalid
provision.  The  recitals set forth on the first page of this  Agreement  are an
integral part of this Agreement and are  incorporated by reference into the body
of this  Agreement.  The  section  headings  in this  Agreement  are  solely for
convenience and shall not be considered in its  interpretation.  The language of
this  Agreement  has been  approved by the counsel for both parties and shall be
construed  as a whole  according  to its fair meaning and neither of the parties
hereto shall be deemed to be the draftsman of this Agreement in any action which
may hereafter arise between the parties.

            8.2   NON-WAIVER. The failure of either party at any time to require
performance  by the other  party of any  provision  of the  Agreement  shall not
affect in any way the full right to require such  performance  at any 





                                       9
<PAGE>




subsequent  time,  nor  shall  the  waiver  by  either  party of a breach of any
provision  of this  Agreement  be taken or held to be a waiver of the  provision
itself.

            8.3   ATTORNEYS'  FEES. In any action between the parties to enforce
any of the terms of this  Agreement,  the prevailing  party shall be entitled to
recover expenses, including reasonable attorneys' fees.

            8.4   NOTIFICATION.  All notices  which either party may be required
or desire to give to the other  party  shall be in writing and shall be given by
personal  service,  telecopy,  registered air mail or certified air mail (or its
equivalent) to the other party at its respective  address or telecopy  telephone
number set forth below.  Notices shall be deemed to be given upon actual receipt
by the party to be notified. Notices delivered by telecopy shall be confirmed in
writing by overnight courier.

            If to SmartServ:                Metro Center
                                            One Station Place
                                            Stamford, CT 06902
                                            Attn:  Mario F. Rossi
                                            Telecopy No. (203) 353-5962
            
            If to DTN:                      Data Transmission Network
                                              Corporation
                                            9110 West Dodge Road, #200
                                            Omaha, NE  68114
                                            Attn:  Eric Stokes
                                            Telecopy No.:  (402) 255-8088
         
            8.5   FORCE  MAJEURE.  Neither party shall be liable or deemed to be
in  default  for any  delay or  failure  in  performance  under  this  Agreement
resulting  directly  or  indirectly  from acts of God or any  causes  beyond the
reasonable  control of such  party,  provided  that such party  shall be without
fault or negligence. Performance time under this Agreement shall be extended for
a period of time  equivalent  to the time  lost  because  of any delay  which is
excusable  under this  paragraph.  If any such excusable  delay shall last for a
period of more than thirty (30) consecutive calendar days, the party not relying
on the excusable delay, at its option, may terminate this Agreement.

            8.6   INDEPENDENT CONTRACTORS. It is expressly agreed that SmartServ
and  DTN  are  acting   hereunder  as  independent   contractors  and  under  no
circumstances shall any of the employees of one party be deemed the employees of
the other for any purpose.  This  Agreement  shall not be construed as authority
for either party to act for the other party in any agency or other capacity,  or
to make  commitments of any kind on the account of or on the behalf of the other
except to the extent and for the  purposes  provided  for  herein.  All  persons
furnished by  SmartServ  shall be  considered  solely  SmartServ's  employees or
agents and SmartServ shall be responsible  for compliance  with all laws,  rules
and  regulations  including,  but not limited to employment  of labor,  hours of
labor, working conditions, workers' compensation,  payment of wages, and payment
of  taxes,  such as  unemployment,  social  security  and other  payroll  taxes,
including  applicable  contributions  from such  persons  when  required by law.
SmartServ's  employees  and agents shall have no right to any benefits  that DTN
grants its  employees.  SmartServ  shall  indemnify and hold  harmless,  and, if
required,  defend DTN against any claims or lawsuits  arising out of SmartServ's
failure to comply with any such laws, rules or regulations.

            8.7   COMPLIANCE  WITH LAWS.  SmartServ,  its  employees  and agents
shall  comply  with  the  applicable  EEO,  Fair  Labor  Standards  Act  and The
Occupational Safety and Health Act and all other federal, state, and local laws,
ordinances,  regulations and codes including  identification  and procurement or
required permits, 





                                       10
<PAGE>




certificates,  approvals and inspections,  in performance  under this Agreement.
SmartServ  agrees to indemnify  DTN for any loss or damage that may be sustained
by reason of any failure to do so.

            8.8   GOVERNING  LAW.  This  Agreement  shall  be  governed  by  and
interpreted  in  accordance  with the  internal  laws of the State of  Nebraska,
without regard to principles of conflicts of laws.

            8.9   JURISDICTION.  The  parties  hereby  submit  to the  exclusive
jurisdiction  of Nebraska in any legal  action or  proceeding  arising out of or
relating  to  this  Agreement  or the  legal  relationship  established  by such
Agreement, and the parties hereby agree that all claims with respect to any such
action or proceeding  shall be heard and determined in such courts.  The parties
hereby  waive  any  objection  they  may  have  to  the  existence  of  personal
jurisdiction  or the laying of venue,  and waive any defense of an  inconvenient
forum, with respect to the maintenance of any such action or proceeding.

            8.10  PUBLICITY. Except as otherwise set forth herein, neither party
shall use the name of the other in  advertising  or publicity  releases  without
securing the prior written consent of the other party. Without the prior written
consent of the other party,  neither party shall disclose,  advertise or publish
the  existence of this  Agreement or any terms of this  Agreement,  except as is
required by law or regulation or for compliance with the requirements of NASDAQ.

            8.11  ASSIGNMENT.  SmartServ's  rights  and  obligations  under this
Agreement are personal and SmartServ may not assign  (either  voluntarily  or by
operation of law) or subcontract,  its rights,  duties or obligations under this
Agreement without the prior written consent of DTN; provided, however, SmartServ
may assign its rights under this  Agreement in connection  with a merger or sale
of all or  substantially  all of its assets so long as (i) SmartServ shall first
give DTN the right to acquire  SmartServ or substantially all of its assets upon
the same terms as the proposed  merger or sale (DTN shall have thirty days after
receipt of all material  terms of the offer within which to accept the proposal)
and (ii) the proposed  transferee  is not listed on Schedule C attached  hereto.
Subject to the foregoing,  this  Agreement  shall inure to the benefit of and be
binding upon the parties and their successors and assigns.

            8.12  ENTIRE  AGREEMENT.  This  Agreement,  including  the Schedules
hereto, and the Purchase  Agreement  constitute the entire agreement between the
parties with respect to the subject  matter hereof and  supersedes  all previous
proposals, both oral and written,  negotiations,  representations,  commitments,
writings and all other  communications  between the parties.  This Agreement may
not be released,  discharged,  modified or amended  except by an  instrument  in
writing signed by a duly authorized representative of each of the parties.

            IN WITNESS WHEREOF,  the parties to this Agreement have caused it to
be executed by their duly  authorized  officers as of the Effective  Date.  This
Agreement  may be  executed  in  counterparts,  each of which shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.


DATA TRANSMISSION NETWORK                   SMARTSERV ONLINE, INC.
CORPORATION


By:      /S/ CHARLES R. WOOD                By:     /S/ SEBASTIAN E. CASSETTA
   --------------------------------             --------------------------------
Title:   Senior Vice President              Title:  Chief Executive Officer




<PAGE>


                                   SCHEDULE A

                         Internet Software Description,
                       Documentation and Related Materials
                       -----------------------------------



<PAGE>


                                   SCHEDULE B

                           List of SmartServ Equipment
                           ---------------------------



<PAGE>


                                   SCHEDULE C


                         List of Prohibited Transferees
                         ------------------------------


PC Quote
Data Broadcast Corp.
Bridge/Telerate
Quote.com
S&P Comstock
Telescan
Telemet America Inc.
A-T Financial
Hoovers, Inc.
Media General Financial Services Inc.
Zannett Securities Corp.
Thompson Financial
Bloomberg L.P.
Reuters
North American Quotes
ADP
Track Data



<PAGE>


                                   EXHIBIT "B"

                          SOURCE CODE ESCROW AGREEMENT


            THIS   AGREEMENT,   made  and   entered   into  this  _____  day  of
________________,  1997, by and between DATA TRANSMISSION NETWORK CORPORATION, a
Delaware  corporation  (hereinafter  "DTN"),  SMARTSERV ONLINE, INC., a Delaware
corporation    (hereinafter   "SSOL"),   and    __________________________,    a
____________________ (hereinafter "Escrow Agent").

                              W I T N E S S E T H:

            WHEREAS,  SSOL and DTN have  entered  into a  Software  License  and
Service Agreement (the "Service Agreement") pursuant to which SSOL has agreed to
(i)  license  to  DTN  certain  proprietary  software  programs  (the  "Internet
Software") utilized to provide Internet Services (as such term is defined in the
Service  Agreement) to DTN's  customers  and (ii) provide other  services to DTN
(the "SSOL Services");

            WHEREAS,  SSOL and DTN have  agreed to place the source code for the
Internet  Software  in  escrow  to be  released  to DTN upon  breach  of  SSOL's
obligations set forth in the Service Agreement or this Agreement;

            NOW,  THEREFORE,  in  consideration  of the above recitals which are
made a contractual  part of this Agreement,  and in  consideration of the mutual
agreements, provisions and covenants set forth in this Agreement, the parties do
hereby agree as follows:


                                    SECTION 1

                                   DEFINITIONS
                                   -----------

            For the purposes of this  Agreement,  in addition to definitions set
forth elsewhere in this  Agreement,  the definitions set forth in this Section 1
shall apply to the  respective  capitalized  terms  immediately  preceding  each
definition.

            1.1   "AGREEMENT". This Source Code Escrow Agreement,  including any
exhibits, addenda, amendments, and modifications hereto.

            1.2   "SOURCE  CODE".   Human-readable  computer  programming  code,
associated procedural code, commentary and related and supporting documentation,
corresponding to the Internet Software and all subsequent versions thereof to be
provided  to DTN during the term of the  Service  Agreement.  The Source Code in
present form is more fully described in Exhibit "A" to this Agreement.




<PAGE>




                                    SECTION 2

                     REPRESENTATIONS AND WARRANTIES OF SSOL
                     --------------------------------------

            2.1   OWNERSHIP OF SOURCE CODE.  SSOL warrants and represents to DTN
that it is the owner of and  holder of all  rights in the  Source  Code and that
SSOL has the  right  to  grant to DTN the  license  rights  to the  Source  Code
pursuant  to Section 7.1 of this  Agreement  and to deposit the Source Code with
Escrow Agent pursuant to the terms of this Agreement.

            2.2   LICENSED  PROGRAMS  CORRESPOND WITH SOURCE CODE. SSOL warrants
and  represents to DTN that the Source Code to be deposited with Escrow Agent is
the most  current  version  of the  source  code of the  Internet  Software  and
conforms to the description set forth in Exhibit "A" to this Agreement.

                                    SECTION 3

                  PURPOSE OF AGREEMENT; DEPOSIT OF SOURCE CODE
                  --------------------------------------------

            3.1   DEPOSIT OF SOURCE CODE. The deposit of the Source Code and the
license of the Source Code to DTN  pursuant to Section 7.1 of this  Agreement is
intended to provide  assurance to DTN of full and unrestricted  access and right
of use of the Source Code in the event that SSOL fails to provide SSOL  Services
under the Service Agreement,  ceases to do business or is otherwise in breach of
its  obligations  under the Service  Agreement or this  Agreement.  Escrow Agent
agrees to accept from SSOL and SSOL agrees to deposit with Escrow Agent,  within
five (5) days of the date of this  Agreement,  a copy of the Source  Code.  SSOL
will furnish to Escrow Agent a list describing all Source Code so deposited. The
Source Code to be initially  deposited with Escrow Agent is described in Exhibit
"A" to this Agreement, and such descriptions will be supplemented and updated by
SSOL with each subsequent deposit of Source Code by SSOL with Escrow Agent.

            3.2   UPDATE AND MAINTENANCE OF SOURCE CODE. During the term of this
Agreement, SSOL shall keep the Source Code in escrow fully current by depositing
with Escrow  Agent the  listings and all  supporting  documentation  and related
materials for each and every update,  correction, or new release of the Internet
Software.  Such deposits will be completed no later than ten (10) days after the
date that SSOL  provides  such update,  correction or new release to DTN for the
performance of the Internet Services.

            3.3   VERIFICATION  AND  TESTING OF SOURCE  CODE.  DTN,  its agents,
designees,  or  representatives,  shall,  upon written notice to SSOL,  have the
right to  inspect,  test,  and review  the Source  Code  (under  obligations  of
confidentiality)  at the  time of the  initial  deposit  and at the time of each
subsequent deposit of the Source Code in escrow to verify that it corresponds to
the Internet  Software.  Such  verification  and testing shall be done under the
supervision of SSOL or its designee.

                                    SECTION 4

                              TITLE TO SOURCE CODE
                              --------------------

            4.1   Title to the  Source  Code  shall  remain in SSOL,  but in the
event the Source Code shall be delivered to DTN pursuant to this Agreement,  DTN
shall be entitled  to use the Source  Code  pursuant to the terms of the license
granted in Section 7.1.  Upon the  expiration of the License Term defined in the
Service 




                                       2
<PAGE>



Agreement,  the Escrow Agent or DTN, as the case may be, shall return the Source
Code to SSOL.

                                    SECTION 5

                          RELEASE OF SOURCE CODE TO DTN
                          -----------------------------

            5.1   RELEASE OF CODE.  The copy of the Source Code to be  deposited
in escrow  pursuant  to this  Agreement  shall be  released to DTN only upon the
occurrence of one or more of the Escrow Release Events as defined in the Service
Agreement.

            5.2   NOTICE OF ESCROW RELEASE EVENT.  If DTN shall conclude in good
faith that an Escrow  Release  Event has  occurred,  DTN shall so notify SSOL in
writing, specifying in reasonable detail the occurrence of such event and a copy
of such notice will be served  simultaneously  upon Escrow  Agent.  Escrow Agent
shall  immediately  deliver the Source Code to DTN pursuant to the terms of this
Agreement.

            5.3   INJUNCTIVE RELIEF. SSOL and DTN acknowledge and agree that DTN
will suffer  irreparable  harm to its business and  operations in the event that
release of the Source  Code to DTN  pursuant to the terms of this  Agreement  is
wrongfully delayed by SSOL. DTN may petition any court of competent jurisdiction
in  Nebraska  for  injunctive  or other  equitable  relief to prevent  SSOL from
seeking to delay such release or to  otherwise  enforce the  provisions  of this
Agreement,  and SSOL hereby waives the claim or defense that DTN has or may have
an adequate remedy at law. SSOL hereby consents to personal  jurisdiction in any
action  brought in any court within the State of Nebraska  having subject matter
jurisdiction arising under this Agreement.

                                    SECTION 6

                             CONFLICTING PROVISIONS
                             ----------------------

            6.1   In the event of any  conflict  between the  provisions  of the
Service Agreement and the provisions of this Agreement  regarding the release of
the Source  Code to DTN upon the  occurrence  of an Escrow  Release  Event,  the
provisions of the Service Agreement shall control.


                                    SECTION 7
                             LICENSE OF SOURCE CODE
                             ----------------------

            7.1   In the event that the Source  Code shall be  delivered  out of
escrow to DTN pursuant to the terms of this Agreement,  SSOL does hereby grant a
license to DTN for the License  Term defined in the Service  Agreement,  to use,
modify,  maintain,  and update the Source  Code in all such  respects  as may be
necessary  for DTN to maintain and update the  Internet  Software to perform the
Internet  Services in accordance  with the  description  of such services in the
Service  Agreement and the object code resulting from such use shall be owned by
DTN.




                                       3
<PAGE>





                                    SECTION 8

                RIGHT OF ESCROW AGENT TO FILE INTERPLEADER ACTION
                -------------------------------------------------

            8.1   Despite any other  provision of this  Agreement,  in the event
Escrow Agent shall receive  conflicting demands from SSOL and DTN respecting the
release of the Source Code to DTN under this Agreement, Escrow Agent may, in its
sole  discretion,  file  an  interpleader  action  in  any  court  of  competent
jurisdiction in Nebraska and deposit the Source Code with the clerk of the court
or  withhold  release of the Source  Code until  instructed  otherwise  by court
order.


                                    SECTION 9

                    LIMITATION ON OBLIGATION OF ESCROW AGENT
                    ----------------------------------------

            9.1   Escrow  Agent shall not be required to inquire  into the truth
of any statements or representations contained in any notices,  certificates, or
other documents required or otherwise provided under this Agreement,  and Escrow
Agent  shall be entitled to assume that the  signatures  on such  documents  are
genuine,  that the  persons  signing  on behalf of any  party  thereto  are duly
authorized  to execute the same,  and that all actions  necessary  to render any
such  documents  binding on the party  purporting  to be executing the same have
been duly undertaken.  Without  limiting the foregoing,  Escrow Agent may in its
discretion  require from SSOL or DTN  additional  documents  that it deems to be
necessary  or desirable to aid it in the course of  performing  its  obligations
under this Agreement.

                                   SECTION 10

                   RELEASE AND INDEMNIFICATION OF ESCROW AGENT
                   -------------------------------------------

            10.1  SSOL and DTN,  severally,  hereby do release Escrow Agent from
any and all  liability for losses,  damages,  and expenses  (including  attorney
fees) that may be  incurred  on account of any action  taken by Escrow  Agent in
good faith  pursuant  to this  Agreement,  and SSOL and DTN do hereby  severally
indemnify  Escrow  Agent and  undertake to hold  harmless  Escrow Agent from and
against any and all claims, demands, or actions arising out of or resulting from
such performance by Escrow Agent under this Agreement.

                                   SECTION 11

                     CONFIDENTIALITY AND USE OF SOURCE CODE
                     --------------------------------------

         11.1  CONFIDENTIALITY  UNDERTAKING.  The Source  Code  released  to DTN
pursuant  to  this  Agreement  shall  be  used by DTN  solely  for the  purposes
permitted by the Service Agreement. DTN shall treat and preserve the Source Code
as a trade secret of SSOL in accordance with the same practices  employed by DTN
to safeguard its own trade secrets against unauthorized use and disclosure.




                                       4
<PAGE>




                                   SECTION 12

                          INDEPENDENT CONTRACTOR STATUS
                          -----------------------------

            12.1  The  parties to this  Agreement  are and shall be  independent
contractors  under this  Agreement,  and nothing  herein  shall be  construed to
create a partnership,  joint venture, or agency relationship between the parties
to this Agreement.  No party to this Agreement shall have the authority to enter
into  agreements of any kind on behalf of the other parties to this Agreement in
any manner.

                                   SECTION 13

                    CONTINUED ABILITY TO PERFORM OBLIGATIONS
                    ----------------------------------------

            13.1  The parties to this Agreement  represent and warrant that they
have full power and  authority to undertake  the  obligations  set forth in this
Agreement and that they have not entered into any other agreements nor will they
enter  into  any  other   agreements   that  would  render  them   incapable  of
satisfactorily performing their respective obligations under this Agreement.

                                   SECTION 14

                                TERM OF AGREEMENT
                                -----------------

            14.1  The term of this Agreement shall commence as of the date first
above written and shall  continue  until the Source Code shall be transferred to
DTN pursuant to the terms of this Agreement, or, if such transfer shall not have
so occurred, the Agreement shall terminate and the Source Code shall be returned
to SSOL at the end of the License Term as defined in the Service Agreement.

                                   SECTION 15

                                  MISCELLANEOUS
                                  -------------

            15.1  COMPLIANCE WITH LAWS. The parties agree that they shall comply
with all applicable laws and  regulations of governmental  bodies or agencies in
their respective performance of obligations under this Agreement.

            15.2  NO UNDISCLOSED  AGENCY;  NO ASSIGNMENT.  Each party represents
that it is  acting  on its own  behalf  and is not  acting as an agent for or on
behalf of any third  party  and  agrees  that it may not  assign  its  rights or
obligations  under this Agreement without the prior written consent of the other
parties to this Agreement.

            15.3  NOTICES.  All  notices  or other  communications  required  or
permitted to be given  pursuant to this  Agreement  shall be given in writing by
telecopier,  personal  messenger,  overnight  courier who shall obtain a written
receipt therefor or by deposit thereof in the United States mail,  registered or
certified, return receipt requested, to the following addresses:

            If to DTN:              Data Transmission Network Corporation
                                    9110 W. Dodge Rd.
                                    Omaha, Nebraska 68114
                                    Attention: Eric Stokes


                                       5
<PAGE>



            If to SSOL:             SmartServ Online, Inc.
                                    Metro Center
                                    One Station Place
                                    Stanford, CT  06902
                                    Attention: Mario F. Rossi

            If to Escrow Agent:     ________________________________

                                    ________________________________

                                    ________________________________

All notices and other  communications  shall be deemed delivered on the date the
receipt acknowledges that they were personally delivered to the other party, or,
for all notices and  communications  sent by mail, at the time  reflected on the
return  receipt.  Either party may change the address to which notices are to be
delivered  and may specify a copy  address to which copy of all notices  must be
sent by giving notice to the other party in the manner herein provided.

            15.4  GOVERNING   LAW.  All  questions   concerning   the  validity,
operation,  interpretation, and construction of this Agreement shall be governed
by and determined in accordance with the laws of the State of Nebraska.

            15.5  NO WAIVER.  No party  shall,  by mere  lapse of time,  without
giving  notice or taking  other action  hereunder,  be deemed to have waived any
breach by the other parties of any of the provisions of this Agreement. Further,
the waiver by any party of a  particular  breach of this  Agreement by any other
party shall not be construed as or constitute a continuing waiver of such breach
or of other breaches of the same or other provisions of this Agreement.

            15.6  PARTIAL  INVALIDITY.  If any part,  term, or provision of this
Agreement shall be held illegal, unenforceable, or in conflict with any law of a
federal, state, or local government having jurisdiction over this Agreement, the
validity of the remaining  portions or provisions of this Agreement shall not be
affected thereby.

            15.7  BINDING AGREEMENT.  The parties acknowledge that each has read
this Agreement, understands it, and agrees to be bound by its terms.

            IN WITNESS  WHEREOF,  the parties have executed this Agreement as of
the day and year first above written.

DATA TRANSMISSION NETWORK                     SMARTSERV ONLINE, INC.,
CORPORATION, a Delaware                       a Delaware corporation
corporation


By:    CHARLES R. WOOD                        By:    SEBASTIAN E. CASSETTA
   ----------------------------                  ----------------------------
Title: Senior Vice President                  Title: Chief Executive Officer



                                       6