EMPLOYMENT AGREEMENT


                  AGREEMENT made as of the ______ day of September, 1998, by and
between  THE  RATTLESNAKE   HOLDING  COMPANY,   INC.,  a  Delaware   corporation
(hereinafter  referred to as the  "Company"),  having a place of business at 439
East 82nd  Street,  New York,  New York 10028 and FRANK T.  FERRO,  residing  at
_____________________ _____________________________________________ (hereinafter
referred to as the "Employee").

                                                    WITNESSETH:

                  In consideration of the mutual covenants herein contained, the
parties hereto agree as follows.

1.  Employment.

  The  Company  hereby  agrees to employ  the  Employee,  and the
Employee  hereby  agrees to accept  such  employment,  subject  to the terms and
conditions hereinafter set forth.

2. Term.

     The  term  of  the  Employee's  employment  hereunder,  except  if  earlier
terminated  pursuant  to  Section 6  hereof,  shall be for a period of three (3)
years from the later of (i)  September  15,  1998 and (ii) the date on which the
Company  completes  a  private  placement   conducted  for  it  by  Commonwealth
Associates (the "CWA  Financing") of  non-performing  convertible debt or equity
with,  provided the Company shall give at least 2 week's prior notice.  The term
shall then  continue  from year to year  thereafter  unless  either  party gives
notice to the  contrary  to the other  party not less than 90 days  prior to the
commencement of any such one year extension period.

     3. Duties.

     (a) During the continuance of this Agreement, the Employee agrees to devote
his  attention,  full time and best  efforts to the  rendition  of his  services
hereunder,  which  shall  include  such  executive  responsibilities  as  may be
assigned to him from time to time by the Board of Directors of the Company, and,
during  the term,  shall act as  Treasurer,  Chief  Financial  Office and a Vice
President.  Subject to the control of the Board of Directors, the Employee shall
perform such executive duties as are assigned by the President.

     (b) The Employee shall be entitled to make personal  investments,  provided
that none of the same are directly or indirectly  competitive  with the business
of the Company and further provided that any such activities do not detract from
the services to be rendered by the Employee hereunder.  In addition,  during the
first year of the term,  the  Employee  shall be entitled  to  complete  pending
projects for  Deloitte & Touche,  provided  that such efforts do not  materially
interfere  with his  services to the  Company,  consume not more than 20% of his
time in any week and not more than 10% of his time  during the first year of the
term

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     4. Compensation.

     In  consideration  of all of the  services to be  rendered by the  Employee
hereunder,  the Employee shall be paid, and he agrees to accept  compensation as
follows:

     (a)  Compensation  during the first  year of the term at an annual  rate of
Fifty Two Thousand Dollars ($52,000.00)  including the value of the benefits set
forth in  Section 5,  payable at least  bi-weekly  in  arrears  less  applicable
withholding taxes, subject to such increases,  if any, as may be approved by the
Board of Directors of the Company.

     (b)  Compensation  for the second and following years of the term at a rate
equal to that being paid chief financial  officers of New York metropolitan area
based  restaurant  companies of a size  similar to the  Company.  If the parties
cannot agree on  compensation  for the second year of the term or any  following
year, at least 60 days before  commencement of the same, either party can submit
the issue to binding  arbitration in New York City before one  arbitrator  under
the rules of the American  Arbitration  Association,  provided  each party shall
submit a salary figure to the arbitrator and the arbitrator  shall be limited to
determining  which figure is closer to the standard set in the first sentence of
this paragraph  (b). Each party shall bear its own expenses in the  arbitration.
Pending the outcome of the arbitration,  the salary amount there in effect shall
remain in effect, subject to retroactive adjustment.

     (c) A  performance  bonus in  accordance  with the plan  annexed  hereto as
Exhibit A.

     (d) An  option,  to be set forth in a  separate  agreement  with  customary
terms,  to purchase up to 300,000 shares of Common Stock of the Company at $0.75
per share, exercisable for a period of five (5) years, which option will vest as
to one-third  (1/3) of the number of shares  covered  thereby at the end of each
one year period during the term.

     5. Benefits.

     (a)  The  Employee  shall  be  entitled  to  such  benefits  as may be made
available by the Company to its  executives,  including  vacations,  sick leave,
medical and life insurance.

     (b) Except as hereinafter  provided in Section 6 hereof,  the Company shall
pay the Employee,  for any period during which he is unable fully to perform his
duties because of physical or mental  disability or incapacity,  an amount equal
to the  compensation  due him for such period less the  aggregate  amount of all
income  disability  benefits which he may receive or to which he may be entitled
under or by reason of (i) any group  health or  accident  insurance  plan of the
Company;  (ii) any applicable compulsory State disability law; (iii) the Federal
Social  Security  Act; and (iv) any  applicable  workmen's  compensation  law or
similar law.

     (c) The employee shall be entitled to reimbursement for expenses reasonably
and  necessarily  incurred by him in the course of his duties,  upon  accounting
therefor.

<PAGE>

     6. Termination.

     (a) The term of this  Agreement may be ended prior to the date specified in
Section 2, under the following  conditions:

     (i) Upon the death of the Employee;

     (ii)  Upon  notice  to the  Employee  of any  act of  fraud,  embezzlement,
misappropriation or gross failure to perform duties;

     (iii)  Thirty (30) days after  notice to the  Employee of his breach of his
duties hereunder (other than as set forth in (ii) above),  unless such breach is
fully remedied before the end of such thirty (30) day period; and

     (iv) If the Employee  shall be both absent for a period of at least 90 days
continuously  or a total of 60 days within any 120 day  period,  and shall be so
mentally or physically  incapacitated or disabled as to be unable to perform his
duties hereunder during such period and at the time of termination.

     (b) Upon any  termination of this Agreement under Section 6(a), the Company
shall not be  obligated  to pay any  compensation  or expenses or provide  other
benefits other than those accrued to the date of  termination,  and the Employee
shall cease to hold all  positions in the Company,  and such  termination  shall
constitute  a  voluntary   resignation  by  the  Employee  of  each  office  and
directorship then held by him, and the Employee shall, if requested and if able,
deliver to the Company  confirmatory  written  resignations.  The Employee shall
also deliver to the Company all property of the Company which may then be in the
Employee's possession.

     7. Non-Disclosure of Confidential  Information.  The Employee  acknowledges
that it is the policy of the Company to maintain as secret and  confidential all
information  relating to its products,  services and operations and the identity
of suppliers,  franchisees and customers (the "Confidential  Information"),  and
the  Employee  further  acknowledges  that the  Confidential  Information  is of
substantial value to the Company.  Accordingly, the Employee agrees that he will
not,  during or after the  termination  of this  Agreement,  disclose or use any
Confidential  Information  other than in  connection  with the  business  of the
Company.

     8. Non-Solicitation. The Employee agrees that for a period of two (2) years
after  termination of this Agreement,  for any reason, he will not (a) solicit a
business  relationship  with  persons who are  franchisees  or  customers of the
Company on the date of termination  which is directly or indirectly  competitive
with the business relationship of the Company with such persons, and (b) solicit
the  services  of  persons  who are  employees  of the  Company  on the  date of
termination,  or who were  employed by the Company at any time within the period
of one year prior to such termination.

     9.  Notice.  Any  notice  required  or  permitted  to be given  under  this
Agreement  shall be  sufficient  if in writing,  and shall be deemed  given when
delivered to a party or on the first  attempted  date of delivery after the same
is mailed to a party, certified mail, return receipt requested, to the addresses
set forth herein or such other  address of which  notice is given in  accordance
herewith.

<PAGE>

     10.  Modification  and  Waiver.  This  Agreement  may  not  be  changed  or
terminated  orally but only in a writing  signed by the parties  hereto,  and no
waiver of a breach of any provision  hereof shall be effective unless in writing
signed by the party  against whom  enforcement  is sought.  No such waiver shall
operate or be construed as a waiver of any subsequent breach of such provisions.

     11.  Applicable Law. This Agreement shall be subject to and governed by the
laws of the State of New York.

     12. Remedies.  The Company,  in addition to any other remedy or remedies to
which it may be entitled,  shall be entitled to obtain injunctive relief against
any breach or threatened breach by the Employee of the provisions of Sections 7,
8 and 9 hereof. In the event of a dispute hereunder,  the party prevailing shall
be entitled to recover his or its reasonable  expenses,  including counsel fees,
from the party no prevailing.

     13. Representation of Employee. The Employee hereby represents and warrants
that the  Employee  is not  bound by any  contract,  agreement,  court  order or
decision  which  conflicts  in any manner with the duties to be performed by the
Employee  hereunder  or which  would  limit,  in any  respect,  the right of the
Employee to use any of the Employee's knowledge or experience in the performance
of the Employee's duties hereunder.

     14. Board of  Directors.  This  Agreement is subject to the approval of the
Board of  Directors,  which must be given,  if at all,  within 10 days after the
date this Agreement is signed and delivered by the Company.

     15.  Captions.  The  underlined  captions set forth herein are  descriptive
only, and shall not be deemed to be a part of this Agreement.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.

                                               THE RATTLESNAKE HOLDING
                                                  COMPANY, INC.


                                          By  _____________________________
                                                       Authorized Signature

                                          By  /s/Frank T. Ferro
                                              ------------------------------
                                              FRANK T. FERRO, Individually