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....

                                                                   EXHIBIT 10.19
                                 XXXXX X. XXXXX
                               00 XXXXX XXXX XXXX
                           XXXXXXXX, XXXXXXXXXXX 00000

December 31, 1999

SmartServ Online, Inc.
Xxx Xxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000

Gentlemen:

For good and valuable  consideration which is hereby  acknowledged,  I, Xxxxx X.
Xxxxx,  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.


Xxxxx X. Xxxxx



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