EXHIBIT 10.16 SEBASTIAN E. CASSETTA 7 MORNINGSIDE LANE WESTPORT, CONNECTICUT 06880 December 31, 1999 SmartServ Online, Inc. One Station Place Stamford, Connecticut 06902 Gentlemen: For good and valuable consideration which is hereby acknowledged, I,...

                                                                   EXHIBIT 10.16

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                           XXXXXXXX, XXXXXXXXXXX 00000

December 31, 1999

SmartServ Online, Inc.
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Xxxxxxxx, Xxxxxxxxxxx 00000

Gentlemen:

For good and valuable  consideration which is hereby acknowledged,  I, Xxxxxxxxx
X. Xxxxxxxx, 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 618,239
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
$1,360,125.80  shall be  cancelled  and a new note in the amount of  $457,496.86
shall be executed.

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