EXHIBIT 10.19
                                 MARIO F. ROSSI
                               22 SPLIT ROCK ROAD
                           TRUMBULL, CONNECTICUT 06611

December 31, 1999

SmartServ Online, Inc.
One Station Place
Stamford, Connecticut 06902

Gentlemen:

For good and valuable  consideration which is hereby  acknowledged,  I, Mario F.
Rossi,  agree to amend a certain  Restricted  Stock  Purchase  Agreement,  dated
December  28, 1998  between  myself and  SmartServ  Online,  Inc. to convert the
interest  portion of the note  obligation  thereunder for the payment of 206,080
shares of restricted  common stock from a non-recourse  obligation to a recourse
obligation.

Accordingly,  the  Promissory  Note  dated  December  29,  1998 in the amount of
$453,376.00 shall be cancelled and a new note in the amount of $152,499.20 shall
be executed.


Mario F. Rossi



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