EXHIBIT 10.52

                             SMARTSERV ONLINE, INC.

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                     NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

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          This  Non-Employee  Director  Compensation  Plan is for the purpose of
compensating non-employee directors. The terms of the plan are as follows:

          1. Each non-employee  Director  ("Outside  Director") will receive (i)
$1,000 per meeting for attendance at each Board  meeting,  (ii) $500 per meeting
for  attendance  at each  Committee  meeting of the  Board,  and (iii) an option
covering 60,000 shares of common stock.

          2. The meeting fees shall be payable in a lump sum twice per year.

          3. The option  shall  vest at the rate of 20,000  shares at the end of
the first,  second and third years of service commencing upon the date of grant.
An Outside  Director  must be serving as a director as of each vesting date as a
requirement for the vesting of each installment of 20,000 shares.

          4. Each  Outside  Director  currently  serving  on the Board as of the
effective  date of this  Plan  shall  receive  his/her  grant of an option as of
August 1, 2004.  The  exercise  price of any such option shall be the average of
the ten day closing stock price before August 1, 2004.

          5. Each Outside Director joining the Board after the effective date of
this Plan shall receive  his/her grant of an option as of the effective  date of
his/her  joining the Board.  The exercise  price of any such option shall be the
average of the ten day closing stock price before the effective  date of joining
the Board.

          6. All such options shall expire ten years from date of grant.

          7. The form of option  agreement to be used under the plan is attached
hereto as Annex A.

          8. Directors shall be separately reimbursed for their expenses related
to services, and this Plan is not intended to cover expense reimbursement.

          9. This Plan shall be effective June 4, 2004.