EXHIBIT 10.2

THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN-REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD OR  OTHERWISE  TRANSFERRED  EXCEPT  PURSUANT TO AN  EFFECTIVE  REGISTRATION
STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION  UNDER THE
ACT OR APPLICABLE BLUE SKY LAWS.

THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF,  AGREES THAT IT
WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED.

No. 2005-1

                          COMMON STOCK PURCHASE WARRANT

               For the Purchase of 250,000 Shares of Common Stock

                                       of

                             SMARTSERV ONLINE, INC.

                            (a Delaware corporation)

1.    Warrant.

            THIS  CERTIFIIES  THAT,  in  exchange  for  due  consideration,  the
sufficiency  of which is  hereby  acknowledged,  paid by or on behalf of Paul J.
Keeler (the "Holder"), as registered owner of this Warrant, to SMARTSERV ONLINE,
INC. (the "Company"),  the Holder is entitled, at any time and from time to time
during the period  commencing on January 10, 2005 and expiring on and after 5:00
p.m., New York time on January 10,  2010(the  "Exercise  Period"),  to subscribe
for,  purchase and receive,  in whole or in part, up to 250,000 shares of Common
Stock,  $.01 par value (the "Common  Stock"),  of the  Company.  This Warrant is
initially  exercisable  as to each share of Common Stock covered  thereby at two
dollar  and ten  cents  ($2.10)  per  share  (the  "Exercise  Price").  The term
"Exercise  Price" shall mean the initial  exercise price or such exercise price,
as adjusted in the manner provided herein, depending on the context.

2.    Exercise

            In order to exercise this Warrant, the exercise form attached hereto
must be duly  executed,  completed and  delivered to the Company,  together with
this  Warrant  and  payment of the  Exercise  Price for the shares of the Common
Stock being purchased.  If the rights  represented hereby shall not be exercised
on or before the end of the Exercise  Period,  this Warrant  shall become and be
void and without further force or effect and all rights represented hereby shall
cease and expire.

3.    Restrictions on Transfer; Registration of Transfers.

            3.1 Restrictions on Transfer. The registered Holder of this Warrant,
by acceptance hereof, agrees that prior to any proposed transfer of this Warrant
or any securities  purchased upon exercise of this Warrant,  if such transfer is
not made pursuant to an effective  registration  statement  under the Securities
Act of 1933,  as amended  (the  "Act"),  the Holder  will,  if  requested by the
Company, deliver to the Company:

            (i) an  opinion  of  counsel  reasonably  satisfactory  in form  and
            substance  to  the  Company  that  the  Warrant  or  the  securities
            purchased upon exercise of this Warrant may be  transferred  without
            registration under the Act;

<PAGE>

                                                                    EXHIBIT 10.2

            (ii) an agreement by the proposed transferee to the placement of the
            restrictive  investment legend set forth below on the Warrant or the
            securities to be received upon exercise of the Warrant;

            (iii) an agreement by such  transferee  that the Company may place a
            notation  in the  stock  books of the  Company  or a "stop  transfer
            order" with any  transfer  agent or  registrar  with  respect to the
            securities purchased upon exercise of this Warrant; and

            (iv) an agreement by such  transferee to be bound by the  provisions
            of this  Section 3 relating to the  transfer of such  Warrant or the
            securities purchased upon exercise of such Warrant.

            Each Warrant  Holder  agrees that each Warrant and each  certificate
representing  securities  purchased  upon  exercise of this Warrant shall bear a
legend as follows unless such securities have been registered under the Act:

            "The  securities  represented  by this  certificate  have  not  been
            registered under the Securities Act of 1933, as amended (the "Act").
            The  securities  may not be  offered  for  sale,  sold or  otherwise
            transferred except pursuant to an effective  registration  statement
            under the Act, or pursuant to an exemption from  registration  under
            the Act or applicable blue sky laws."

            3.2  Registration  of  Transfers.  In order  to make  any  permitted
assignment,  the Holder must deliver to the Company the assignment form attached
hereto duly  executed and  completed,  together with this Warrant and payment of
all transfer taxes, if any, payable in connection  therewith.  The Company shall
immediately  transfer the number of Warrants specified in the assignment form on
the books of the Company and shall execute and deliver a new warrant or warrants
of like tenor to the appropriate  assignee(s)  expressly evidencing the right to
purchase  the number of shares of Common  Stock  purchasable  hereunder  or such
portion of such number as shall be contemplated by such assignment.

<PAGE>

                                                                    EXHIBIT 10.2

4.    New Warrants to be Issued.

            4.1 Partial  Exercise or Transfer.  Subject to the  restrictions  in
Section 3 hereof, this Warrant may be exercised or assigned in whole or in part.
In the event of the exercise or assignment  hereof in part only,  upon surrender
of this Warrant for  cancellation,  together with the duly executed  exercise or
assignment  form and funds  sufficient  to pay any  required  transfer  tax, the
Company shall cause to be delivered to the Holder  without  charge a new warrant
or new  warrants  of like  tenor  with this  Warrant  in the name of the  Holder
evidencing  the right to purchase,  in the  aggregate,  the remaining  number of
underlying shares of Common Stock  purchasable  hereunder after giving effect to
any such partial exercise or assignment.

            4.2 Lost  Certificate.  Upon  receipt  by the  Company  of  evidence
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
and of an  indemnification in favor of the Company,  reasonably  satisfactory to
it, the Company  shall execute and deliver a new warrant of like tenor and date.
Any such new warrant  executed and  delivered  as a result of such loss,  theft,
mutilation or destruction shall constitute an additional  contractual obligation
on the part of the Company.

5.    Adjustments to Exercise Price and Number of Securities.

            5.1  Subdivision and  Combination.  In case the Company shall at any
time subdivide or combine the outstanding  shares of Common Stock,  the Exercise
Price shall forthwith be proportionately decreased in the case of subdivision or
increased in the case of combination.

<PAGE>

                                                                    EXHIBIT 10.2

            5.2  Adjustment  in Number of Shares.  Upon each  adjustment  of the
Exercise  Price  pursuant  to the  provisions  of this  Section 5, the number of
shares of Common  Stock  issuable  upon the  exercise of this  Warrant  shall be
adjusted to the nearest full number  obtained by multiplying  the Exercise Price
in effect immediately prior to such adjustment by the number of shares of Common
Stock  issuable  upon  exercise  of  this  Warrant  immediately  prior  to  such
adjustment and dividing the product so obtained by the adjusted Exercise Price.

            5.3  Recapitalization.  For the  purpose of this  Warrant,  the term
"Common  Stock"  shall  also  mean  any  other  class of  stock  resulting  from
successive  changes or  reclassifications  of Common Stock consisting  solely of
changes in par value, or from par value to no par value, or from no par value to
par value.

            5.4 Merger or  Consolidation.  In case of any  consolidation  of the
Company  with,  or merger of the Company  with,  or merger of the Company  into,
another  corporation (other than a consolidation or merger which does not result
in  any  reclassification  or  change  of the  outstanding  Common  Stock),  the
corporation  formed by such consolidation or merger shall execute and deliver to
the Holder(s),  in lieu of this Warrant,  a supplemental  warrant providing that
the holder of each warrant then outstanding or to be outstanding  shall have the
right thereafter (until the stated expiration of such warrant) to receive,  upon
exercise  of such  warrant,  the kind and  number  of  shares of stock and other
securities  and property  receivable  upon such  consolidation  or merger,  by a
holder of the  number of shares of Common  Stock of the  Company  for which such
warrant  might  have been  exercised  immediately  prior to such  consolidation,
merger,  sale or transfer.  Each such  supplemental  warrant  shall  provide for
adjustments,  which shall be identical to the adjustments provided in Section 5.
The  above  provision  of this  Section  shall  similarly  apply  to  successive
consolidations or mergers.

            5.5  Redemption of Warrants.  This Warrant cannot be redeemed by the
Company without the prior written consent of the Holder.

            5.6  Elimination of Fractional  Interests.  The Company shall not be
required to issue certificates  representing fractions of shares of Common Stock
upon the exercise of the Warrant, nor shall it be required to issue scrip or pay
cash in lieu of any  fractional  interests,  it being the intent of the  parties
that all fractional interests shall be eliminated by rounding any fraction up to
the  nearest  whole  number  of  shares  of  Common  Stock or other  securities,
properties or rights as shall be issuable upon the exercise thereof.

6.    Reservation.

            The Company shall at all times reserve and keep available out of its
authorized  shares of Common  Stock,  solely for the  purpose of  issuance  upon
exercise  of the  Warrant,  such  number  of  shares  of  Common  Stock or other
securities, properties or rights as shall be issuable upon the exercise thereof.
The Company  covenants and agrees that, upon exercise of the Warrant and payment
of the Exercise Price therefor,  all shares of Common Stock and other securities
issuable upon such  exercise  shall be duly and validly  issued,  fully paid and
nonassessable.

7.    Certain Notice Requirements.

            7.1  Holder's  Right to  Receive  Notice.  Nothing  herein  shall be
construed  as  conferring  upon the  Holder  the right to vote or  consent or to
receive  notice as a  stockholder  for the  election of  directors  or any other
matter, or as having any rights whatsoever as a stockholder of the Company.  If,
however,  at any time prior to the  expiration  of the Warrant and its exercise,
any of the events described in Section 7.2 shall occur,  then, in one or more of
said events,  the Company  shall give written  notice of such event at least ten
(10) days  prior to the date fixed as a record  date or the date of closing  the
transfer books for the  determination  of the  stockholders  entitled to vote on
such proposed  dissolution,  liquidation,  winding up or sale. Such notice shall
specify  such record date or the date of the closing of the transfer  books,  as
the case may be.

<PAGE>

                                                                    EXHIBIT 10.2

            7.2 Events Requiring  Notice.  The Company shall be required to give
the  notice  described  in this  Section 7 upon a  dissolution,  liquidation  or
winding up of the Company  (other than in  connection  with a  consolidation  or
merger)  or a sale  of all or  substantially  all of its  property,  assets  and
business shall be proposed.

            7.3 Notice of Change in Exercise Price. The Company shall,  promptly
after an event  requiring a change in the Exercise  Price  pursuant to Section 5
hereof,  send  notice to the  Holders  of such  event  and  change  (the  "Price
Notice").  The Price Notice shall  describe the event causing the change and the
method of calculating  same and shall be certified as being true and accurate by
the Company's Chief Financial Officer.

            7.4  Transmittal  of Notices.  All notices,  requests,  consents and
other  communications under this Warrant shall be in writing and shall be deemed
to have  been  duly  given or made when hand  delivered,  or when  delivered  by
responsible overnight courier:

                        (i)   If to the registered  Holder of this Warrant,  to:
                              Paul J Keeler 480 Field Point Road
                                     Greenwich, CT  06830-7056
                              Attn: Paul J. Keeler

                        (ii)  if to the Company, to:
                              SmartServ Online, Inc.
                              2250 Butler Pike, Suite 150
                              Plymouth Meeting, PA 19462
                              Attention: Chief Executive Officer

Either the Holder or the Company may change its address by notice given pursuant
to this Section 7.4.

8.    Miscellaneous.

            8.1  Amendments.  The  Company  and the Holder may from time to time
supplement or amend this Warrant.

            8.2 Headings. The headings contained herein are for the sole purpose
of  convenience  of  reference,  and shall  not in any way  limit or affect  the
meaning or interpretation of any of the terms or provisions of this Warrant.

            8.3  Entire  Agreement.   This  Warrant  (together  with  the  other
agreements and documents being delivered  pursuant to or in connection with this
Warrant)  constitutes the entire agreement of the parties hereto with respect to
the  subject   matter  hereof,   and   supersedes   all  prior   agreements  and
understandings  of the parties,  oral and  written,  with respect to the subject
matter  hereof.

            8.4 Binding  Effect.  This Warrant shall inure solely to the benefit
of, and shall be binding  upon,  the Holder and the Company and their  permitted
assignees, respective successors, and legal representatives, and no other person
shall have or be construed to have any legal or equitable right, remedy or claim
under or in respect of or by virtue of this  Warrant  or any  provisions  herein
contained.

            8.5 Governing Law: Submission to Jurisdiction. This Warrant shall be
governed by and construed and enforced in accordance  with the laws of the State
of Delaware,  without  giving  effect to  principles  of conflicts of laws.  Any
action, proceeding or claim against the Company or the Holder arising out of, or
relating in any way to this Warrant  shall be brought and enforced in the courts
of the Common Pleas of Montgomery  County,  Pennsylvania or of the United States
of America for the Eastern  District  of  Pennsylvania,  and the Company and the
Holder  irrevocably  submit to such  jurisdiction,  which  jurisdiction shall be
exclusive. The parties hereto waive any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum.

<PAGE>

                                                                    EXHIBIT 10.2

            8.6 Waiver.  The failure of the Company or the Holder to at any time
enforce any of the  provisions  of this Warrant shall not be deemed or construed
to be a waiver of any such  provision,  nor in any way to affect the validity of
this Warrant or any  provision  hereof or the right of the Company or any Holder
to thereafter enforce each and every provision of this Warrant. No waiver of any
breach, noncompliance or nonfulfillment of any of the provisions of this Warrant
shall be  effective  unless set forth in a written  instrument  executed  by the
party or parties against whom or which enforcement of such waiver is sought; and
no waiver of any such breach, noncompliance or nonfulfillment shall be construed
or deemed to be a waiver of any other or  subsequent  breach,  noncompliance  or
nonfulfillment.


            IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its duly authorized officer effective as of the 10th day of January, 2005.

                                 SMARTSERV ONLINE, INC.


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


<PAGE>

                                                                    EXHIBIT 10.2


Form to be used to exercise Warrant:

SMARTSERV ONLINE, INC.
2250 Butler Pike
Suite 150
Plymouth Meeting, PA 19462

Date:
     ---------------------------

             The  undersigned  hereby elects  irrevocably to exercise the within
Warrant and to purchase              shares of Common Stock of SmartServ Online,
Inc. and hereby makes payment of $              (at the rate of $            per
share) in  payment of the  Exercise  Price  pursuant  thereto.  The  undersigned
represents that it is an accredited  investor within the meaning of Regulation D
of the  General  Rules and  Regulations  under the  Securities  Act of 1933,  as
amended.  Please  issue the shares as to which  this  Warrant  is  exercised  in
accordance with the instructions given below.

                                             ------------------------------
                                             Signature


                                             ------------------------------
                                             Signature Guaranteed


                   INSTRUCTIONS FOR REGISTRATION OF SECURITIES

NAME
     ---------------------------------------------------------------------------
                            (Print in Block Letters)

ADDRESS
       -------------------------------------------------------------------------

            NOTICE:  The signature to this form must correspond with the name as
written  upon  the  face of the  within  Warrant  in  every  particular  without
alteration or enlargement or any change whatsoever,  and must be guaranteed by a
bank,  other than a savings  bank,  or by a trust  company  or by a firm  having
membership on a registered national securities exchange.

<PAGE>

                                                                    EXHIBIT 10.2

Form to be used to assign Warrant:

                                   ASSIGNMENT

            (To be executed by the registered Holder to effect a transfer of the
within Warrant):

            FOR  VALUE   RECEIVED,                                  does  hereby
sell,   assign  and   transfer   unto                             the  right  to
purchase               shares of Common Stock of  SmartServ  Online,  Inc.  (the
"Company") evidenced by the within Warrant and does hereby authorize the Company
to transfer such right on the books of the Company.

Dated:
      ---------------

                                             ------------------------------
                                             Signature


                                             ------------------------------
                                             Signature Guaranteed


            NOTICE:  The signature to this form must correspond with the name as
written  upon  the  face of the  within  Warrant  in  every  particular  without
alteration or enlargement or any change whatsoever,  and must be guaranteed by a
bank,  other than a savings  bank,  or by a trust  company  or by a firm  having
membership on a registered national securities exchange.