EXHIBIT 10.4

                             On SmartServ Letterhead



Mr. Robert M. Pons
439 Williamson Road
Gladwyne, PA 19462

Dear Bob:

            The purpose of this letter agreement is to confirm the amendment to
your Employment Agreement of March 12, 2004. (Capitalized terms not defined
herein shall have the meanings set forth in the Employment Agreement.)

            Your Base Salary for the 2005 fiscal year will be $241,500 per
annum.

            Your Bonus Compensation for the 2005 fiscal year will be based on
            the following:

            Successful integration of KPCCD - 15% of Base Salary; Successful
            introduction of Uphonia "brand" and equipment - 15% of Base Salary;
            and Attainment of cash flow break even or better - 35% of Base
            Salary

The determination of the first two bonus items will be based on specific
parameters to be determined by the Compensation Committee and the third item
will be based on the actual results for fiscal year 2005.

            Please sign below to signify your agreement.

                               Sincerely,

                               /s/ Paul J. Keeler
                               ------------------
                               Paul J. Keeler
                               Chairman of the Board

Agreed and accepted:


/s/ Robert M. Pons
- ------------------
Robert M. Pons