CONSULTING AGREEMENT


     AGREEMENT made this 20th day of July,  1998, by and between THE RATTLESNAKE
HOLDING COMPANY, INC., a Delaware corporation (the "Company"), having a place of
business at 439 East 82nd Street,  New York, New York 10028, and SANDY RAPPAPORT
(the  "Consultant")  with a place of business at 11015 North Dale Mabry,  Tampa,
Florida 33618.

                                    RECITALS

     The Consultant has extensive  experience in the areas of restaurant  design
and management.

     The  Company  desires to retain the  services  of the  Consultant,  and the
Consultant  desires to provide his services,  on the terms set forth herein.  In
addition,  the Company  desires the  Consultant to protect  certain  proprietary
interests of the Company concerning non-disclosure and non-competition,  and the
Consultant desire to do so, on the terms set forth herein.

     NOW, THEREFORE,  in consideration of the mutual covenants and agreements of
the parties herein, the parties hereto agree as follows:

     1. Services of Consultant. The Consultant is hereby engaged as a consultant
to the  Company on the  following  matters  pertaining  to the  business  of the
Company and its subsidiaries:

     (a) Design of prototype store;

     (b) Trade dress of store and components;

     (c) Operating format, menus, operating procedures and manuals;

     (d) Signage;

     (e) Promotion, advertising and public relations;

     (f) Construction techniques;

     (g) Site evaluation and future site criteria; and

     (h) Franchising advice.

     The  Consultants  will provide such advice and  consultation as the Company
may reasonably request, in each case consistent with the Consultant's experience
and expertise.  The Consultant may consult in person or via telephone or written
report.  The  Consultant  shall  provide  such  time  as is  necessary  for  the
performance  of his services,  and shall make such trips to New York as shall be
reasonably required (at least one per quarter). The Consultant shall perform his
services under this Agreement solely as an independent  contractor and not as an

<PAGE>

agent or employee  of the Company or any  subsidiary  of the  Company.  The
Company shall not be responsible for the payment of any withholding taxes, FICA,
workers' compensation, insurance, disability benefits or any fringe benefits and
the  Consultant is not entitled to any of the same.  The only  compensation  and
benefits to which the Consultant shall be entitled hereunder are as set forth in
Paragraphs 3 and 4 hereof.  The Company shall not be responsible for any injury,
loss or damage  suffered by  Consultant  arising out of the  performance  of his
duties  hereunder  in a negligent or wrongful  manner.  In  connection  with its
services  hereunder,  the Consultant  shall have no right to bind the Company or
any of its subsidiaries.

     2. Term.  The term (the "Term") for the  services  described in Paragraph 1
hereof,  except if earlier terminated  pursuant to Paragraph 5 hereof,  shall be
for a period of three (3) years  from the date  hereof  unless  extended  by the
parties.

     3.  Payment.  The  compensation  to the  Consultant  for the services to be
rendered by the Consultant are as follows:

     (a) The sum of $1,000.00 per month.

     (b) Within sixty (60) days after the end of each year of this Agreement,  a
performance bonus as determined in the good faith and sole judgment of the Board
of Directors.

     (c) The  issuance of a warrant to purchase  common  stock of the Company on
the form now used by the Company, providing as follows:

     (i) Upon  investing  the  $100,000.00  referred to in Paragraph  9(a),  the
number of shares  covered by the warrant  shall be 300,000.  Upon  investing the
$50,000.00  referred to in Paragraph  9(b),  the number of shares covered by the
warrant shall be increased, retroactively, to 400,000 shares.

     (ii) The initial exercise price is $.48 per share.

     (iii) One-third of the warrant may b exercised  (cumulatively) for each one
year of the Term during  which the  Consultant  renders  services in  compliance
herewith.  Notwithstanding  the  foregoing,  if (A) the  Company is a party to a
merger in which it is not the surviving company,  or (B) the Company sells as or
substantially   all  of  its  assets,   the  warrant  shall  then  become  fully
exercisable.

     4. Expenses. The Consultant shall be entitled to reimbursement for expenses
reasonably  incurred by it in the course of its duties hereunder including costs
of requested travel to New York upon his accounting therefor.

     5. Termination of Services.

     (a) The Term for the services in Paragraph 1 may be ended prior to the date
specified in Paragraph 2:

<PAGE>

     (i) If  there  is a  notice  to the  Consultant  by the  Company  that  the
Consultant is in material  breach of his  obligations  hereunder which breach is
not cured within 30 days thereafter, or

     (ii) If the Consultant,  due to death,  disability or otherwise,  ceases to
render services herewith, or

     (iii) If the  Consultant  becomes  bankrupt  or  insolvent  or  ceases  his
business.

     (b) In the case of Paragraph  (a)(ii) above, the Consultant's  estate shall
be entitled to exercise the warrant presuming he rendered services to the end of
the calendar quarter in which the event referred to therein occurred.

     (c) The Consultant shall deliver to the Company any property of the Company
which may then be in the  Consultant's  possession  upon the end of the Term and
shall resign from any office then held by the Consultant.

     6. Non-Disclosure of Confidential Information.  The Consultant acknowledges
that it is the policy of the Company to maintain as secret and  confidential all
information  relating to the  Company's  products  and  services,  its  pricing,
practices,  plans,  programs,  software  and  data,  and  the  identity  of  its
customers, employees, consultants, agents and representatives (the "Confidential
Information"),  and the Consultant  further  acknowledges  that the Confidential
Information is of substantial value to the Company.  Accordingly, the Consultant
agrees  that  he will  not,  during  or  after  the  Term,  disclose  or use any
Confidential  Information  other than in  connection  with the  business  of the
Company,  and then only as authorized by the Company in order for the Consultant
to perform his services.

     7. Non-Competition. For a period of three (3) years from the date hereof or
the Term of this Agreement,  if longer,  the Consultant  shall not,  directly or
indirectly, engage in any business actually competitive with the business of the
Company as conducted the date hereof or during the Term, in each geographic area
where the Company  conducts such  business.  The parties agree that the duration
and scope of the  non-competition  provisions  set forth in this Paragraph 7 are
reasonable.  In the event that any court  determines  that the  duration  or the
scope,  or both, are  unreasonable  and that such  provisions are to that extent
unenforceable,  the parties  agree that these  provisions  shall  remain in full
force and effect for the  greatest  time  period and in the  greatest  area that
would not render  them  unenforceable.  The  parties  agree that  damages are an
inadequate  remedy  for any breach of this  Paragraph  7 and the  provisions  of
Paragraph  6 and that the  Company  shall,  whether  or not it is  pursuing  any
potential  remedies  at law,  be  entitled  to  equitable  relief in the form of
preliminary  and permanent  injunction  without bond or other  security upon any
actual or threatened breach of such provisions, by the Consultant.

     8.  Indemnification.  The  Consultant  covenants  and agrees to perform his
services in  compliance  with all  applicable  laws,  rules and  regulations  of
governmental  agencies  and in a manner which does not violate the rights of any
third  person,  and to  timely  pay  all  taxes  relating  to  all  compensation
hereunder. The Consultant shall indemnify and hold harmless the Company from and
against all costs and expenses which the Company may incur,  including by way of
example and not  limitation,  reasonable  counsel fees and  disbursements,  as a
result of the violation by the Consultant and/or  Rattlesnake  Holding Co., Inc.
or future assigns of their covenants and agreements set forth in this Agreement.

<PAGE>

     9. Stock Purchase.

     (a) The  Consultant,  within two days after the  execution  and delivery of
this Agreement, shall:

     (i) Execute and deliver a stock purchase  agreement in the form now used by
the Company for the purchase of $100,000.00 of common stock at $.1 per share;

     (ii) Deliver a check payable to Hollenberg,  Levin, Solomon, Ross, Belsky &
Daniels,  LLP, as  Attorneys  for the amount of the  purchase  price;  and

     (iii) Deliver an offeree questionnaire indicating that the consultant is an
accredited investor (the definition of which is known to the Consultant).

     (b) Not later  than  thirty  days  after  the date on which a veteran  food
industry executive is appointed by the Company to the Chief Executive Officer or
Chairman position,  the Consultant shall invest an additional  $50,000.00 on the
terms set forth in Paragraph  9(a) and take the other  actions set forth therein
at $.15 per share.

     (c) The  provisions of Paragraphs  9(a) and 9(b) are intended to be binding
agreements of the Consultant.

     10. General.

     (a)  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 address
set forth herein or such other  address of which  notice is given in  accordance
herewith.

 (b) Representation.  The Consultant represents that he is not bound by
any agreement,  court order or other  obligation  which may relate,  directly or
indirectly,  to its obligations  hereunder.

     (c)  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.

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

<PAGE>

     (e) Controversies.  The parties agree that any legal proceedings  hereunder
shall be  brought  only in the  courts  of the  State of New York or the  United
States of America, sitting in the City, County and State of New York.

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

     (g) Director.  At the request of the Company, the Consultant shall serve as
a director of the Company.  (h) Counterparts.  This Agreement may be executed in
counterparts, all of which shall form one 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:/s/Nicolo Ottomanelli
                                              ---------------------------
                                              Nicolo Ottomanelli, President


                                              /s/Sandy Rappaport
                                              ----------------------------
                                              SANDY RAPPAPORT, Individually