EXHIBIT 10.20

                                 PROMISSORY NOTE

Stamford, Connecticut
January 4, 2000

$152,499.20

         FOR VALUE RECEIVED, Mario F. Rossi promises to pay to SmartServ Online,
Inc., a Delaware corporation (the "Company"), or order, the principal sum of One
Hundred  Fifty-Two  Thousand Four Hundred  Ninety-Nine  Dollars and Twenty Cents
($152,499.20),  together with interest on the unpaid  principal  hereof from the
date  hereof at the rate of 7.5%  [such  interest  equal to one point  below the
prime  rate  as of the  date of  this  Note]  per  annum,  compounded  annually.
Notwithstanding the foregoing, the principal amount of the Note shall be subject
to an automatic  reduction to the principal  amount pursuant to the terms of the
Purchase Agreement (as defined below).

         This Note shall be due and  payable in full on  December  29, 2003 (the
"Due Date"),  unless  accelerated as provided  herein.  Upon the  termination of
employment  of Mario F.  Rossi from the  Company  for  Cause,  the whole  unpaid
balance on this Note of principal and interest shall become  immediately  due at
the  option  of the  holder  of this  Note.  In the event  that  Mario F.  Rossi
terminates  his  employment  with the Company for Good Reason,  the whole unpaid
balance on this Note of principal and interest shall be due and payable upon the
earlier of the Due Date or six (6) months from the Date of Termination. Payments
of principal and interest  shall be made in lawful money of the United States of
America.

         The  undersigned  may at any time  prepay  without  penalty  all or any
portion of the principal owing hereunder.

         This Note is  subject  to the terms of that  certain  Restricted  Stock
Purchase  Agreement  by and between the Company and Mario F. Rossi,  dated as of
December 29, 1998, as amended (the "Purchase  Agreement") and capitalized  terms
used herein which are not otherwise  defined shall have the meanings ascribed to
them in the Purchase Agreement or in an employment agreement between the Company
and Mario F.  Rossi,  dated as of  January  1,  1999.  This Note is secured by a
pledge of the Company's Common Stock under the terms of a Security  Agreement of
even  date  herewith  (the  "Security  Agreement")  and is  subject  to all  the
provisions thereof.

         This Note is  intended  to  evidence  a  non-recourse  obligation  with
respect to the principal  hereof to secure the purchase of the Company's  Common
Stock  pursuant  to the  Purchase  Agreement.  Accordingly,  this Note  shall be
without  recourse  with respect to the  principal  against Mario F. Rossi and no
person  entitled  to payment  under this Note shall have any right to his assets
other than the collateral given for this Note and earnings  attributable to such
collateral or the investment of such collateral, if any. The obligation to repay
interest pursuant to the terms of this Note shall be a recourse obligation.

         This Note shall be governed and construed in  accordance  with the laws
of the State of Connecticut.



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Mario F. Rossi