AMENDMENT AGREEMENT


     AGREEMENT made as of April 27, 1998, by and among THE  RATTLESNAKE  HOLDING
COMPANY,  INC., a Delaware  Corporation  and  OTTOMANELLI  BROTHERS WEST,  LTD.,
OTTOMANELLI'S CAFE FRANCHISING CORP., 34TH ST. CAFE ASSOCIATES, INC., and GARDEN
STATE CAFE CORP.,  NICOLO OTTOMANELLI and JOSEPH OTTOMANELLI (terms used but not
defined in this  Amendment  Agreement  have the  meanings  set forth in the 1997
Agreement as defined below.)

     WHEREAS,  the  parties  hereto  entered  into a  Reorganization  and  Stock
Exchange  Agreement,  dated  August 21, 1997 and into a  Modification  Agreement
dated February 26, 1998 (such  Agreements  being referred to collectively as the
"1997 Agreement").

     WHEREAS, the parties to the 1997 Agreement desire to further amend the 1997
Agreement.

     NOW  THEREFORE,  in  consideration  of the  promises  and mutual  covenants
hereinafter set forth, it is agreed as follows:

     1. The  Merger  Consideration.  Section  2(b)(iii)  of the 1997  Agreement,
entitled "Consideration  Deliverable at Subsequent Date", is hereby deleted, and
such consideration shall not be payable to the Shareholders.

     2.  Escrow of Portion  of Merger  Consideration.  Section  2(c) of the 1997
Agreement,  entitled  "Escrow  of  Portion  of Merger  Consideration"  is hereby
deleted,  and none of the Merger  Consideration shall be escrowed.  Furthermore,
Hollenberg  Levin  Solomon  Ross Belsky & Daniels,  LLP shall be relieved of all
responsibility  under an Escrow  Agreement  signed by it in  anticipation of the
implementation of such provision.

     3. Full Force and Effect. Except as modified hereunder,  the 1997 Agreement
shall continue in full force and effect in accordance with its terms.

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

                                      THE RATTLESNAKE HOLDING COMPANY INC.



                                    By:/s/Stephan Stein
                                       -------------------------------
                                       Name: Stephan Stein
                                       Title:Secretary



                                       /s/Joseph Ottomanelli
                                       ------------------------------
                                       Joseph Ottomanelli, Individually



                                       /s/Nicolo Ottomanelli
                                       ------------------------------
                                       Nicolo Otomanelli, Individually


OTTOMANELLI BBROTHERS WEST, LTD.



By:  /s/Nicolo Ottomanelli
     --------------------------------
     Name:  Nicolo Ottomanelli
     Title: President


OTTOMANELLI'S CAFE FRANCHISING CORP.



By: /s/Nicolo Ottomanelli
    ----------------------------------
     Name:  Nicolo Ottomanelli
     Title: President


34TH ST. CAFE ASSOCIATES, INC.



By: /s/Nicolo Ottomanelli
    ----------------------------------
     Name:   Nicolo Ottomanelli
     Title:  President


GARDEN STATE CAFE CORP.



By: /s/Nicolo Ottomanelli
    ----------------------------------
     Name:   Nicolo Ottomanelli
     Title:  President