AGREEMENT  made as of the 17th day of  February,  1998,  by and between THE
RATTLESNAKE HOLDING COMPANY, INC.  ("Rattlesnake" or the "Company"),  a Delaware
corporation,  with having offices c/or Rattlesnake Holding Company,  435 S. 82nd
Street,  New York, New York 10028 and WILLIAM J. OPPER ("Opper"),  an individual
residing at 123 Sharp Hill Road, Wilton, Connecticut 06897.

                              W I T N E S S E T H:

     WHEREAS, Opper was heretofore employed, pursuant to an Executive Employment
Agreement  dated  December 1, 1994,  (the  "Employment  Agreement") as the Chief
Executive Officer of the Company, which employment, upon the mutual agreement of
the parties, has since been terminated; and

     WHEREAS,  Opper, subsequent to the termination of his employment agreement,
continued to serve on the Board of Directors of
the Company; and

     WHEREAS, Opper desires to resign from the Board of Directors of the Company
and  Rattlesnake  desires  to accept  such  resignation,  and settle any and all
obligations owing by the Company to Opper on the terms set forth below.

     NOW, THEREFORE, in consideration of the agreements and covenants herein set
froth, the parties hereby agree as follows:

     1. Subject to the terms and conditions set forth below, Opper hereby agrees
to resign from the Company's  Board of Directors  effective as of the date first
set forth above by executing and delivering the resignation set forth as Exhibit
I hereto.

     2. In  settlement of any and all  reimbursement  for expenses due to Opper,
Rattlesnake agrees to pay to Opper or on Opper's behalf, as the case may be, the
following amounts on the terms set forth below.

     (a) A cash  payment  on the  execution  hereof  equal  to two (2)  weeks of
Opper's base salary under the Employment  Agreement in full  satisfaction of any
amounts owing to Opper for accrued and unused vacation;

     (b) An amount  equal to the cost for a period of six (6) months  subsequent
to the  execution  hereof of  medical,  dental,  disability  and life  insurance
currently  provided  to Opper to be paid  directly  to the  insurer on behalf of
Opper by Rattlesnake  in payment of Opper's COBRA payments for such period.  The
Company   represents  and  warrants  that  since  the   termination  of  Opper's
employment,  the Company has made all such COBRA payments on Opper's behalf on a
timely basis.

     3.  All  of  Opper's   employee   stock  options  shall  be  cancelled  and
simultaneously therewith, the Company shall issue to Opper 150,000 non-qualified
employee stock options to purchase  150,000 shares of the Company's common stock
at an exercise price of seventeen  ((cent).17) cents per share. All such options
shall be fully  vested  upon  issuance  and shall have a term of three (3) years
from the date  hereof,  and be  exercisable  in whole or in part at any time and
from time to time, and shall have piggyback  registration rights with respect to
all  registration  statements  filed by the Company  subsequent to the execution
hereof.

     4.  Rattlesnake  will  indemnify  and hold Opper  harmless from any and all
claims,  liabilities,  expenses or  responsibilities  arising out of the actions
commenced by Allen Peck and Washington  ___  Preservation  III, Inc.,  including
costs of collection and reasonable  attorneys'  fees;  provided,  however,  that
Opper shall not engage  independent  counsel unless the Company consents to same
or the  representation  of Opper in the matter for which Opper intends to engage
counsel  would  constitute  a conflict of interest if Opper was  represented  by
counsel engaged in the Company.

     5.  Rattlesnake  shall cause to have Opper continue to be covered under the
Company's  directors  and officers'  liability  insurance and shall further have
Opper insured under what it commonly knows as a "tail"  insurance for any claims
against  Opper while Opper was an officer or a director  of  Rattlesnake  or any
subsidiary of Rattlesnake.

     6. This  Agreement  is the entire  agreement  and  supercedes  any previous
agreement,  understandings or representations between Opper and Rattlesnake with
respect to the subject matter hereof.  This Agreement may not be modified in any
respect except by a written agreement signed by both parties.

     7. The provisions of this  Agreement  shall be binding upon the parties and
their respective agents, employees,  directors, officers,  shareholders,  heirs,
executors, administrators, legal representatives, successors and assigns.

     8. In the event this Agreement,  or any portion  thereof,  is held invalid,
illegal or  unenforceable,  the  validity,  legality  or  enforceability  of the
remainder  of this  Agreement  shall  not in any  way be  effected  or  impaired
thereby.

     9. This Agreement shall not be transferred or assigned  without the written
consent of both parties.

     10. All notices and other  communications  permitted or required under this
Agreement shall be in writing and shall be  sufficiently  given if and when hand
delivered to the persons set forth below,  or if sent by registered or certified
mail, postage prepaid,  return receipt requested,  or by facsimile transmission,
addressed as set forth below or to such other  person or persons  and/or at such
other  address or addresses as shall be furnished in writing by any party to the
other or by personal delivery thereof. Any such notice or communication which is
mailed or faxed  shall be deemed to have been given as of the date  received  or
delivery was  attempted,  as evidenced as of the date received with respect to a
letter or the official notation of time and date of delivery of a facsimile.



         If to Opper:

         123 Sharp Hill Road
         Wilton, CT 06897

         with a copy simultaneously by like means to:

         Zukerman Gore & Brandeis, LLP
         300 Third Avenue
         New York, NY 10022
         Attention:        Clifford A. Brandeis, Esq.

         If to Rattlesnake:

         Rattlesnake Holding Company, Inc.
         439 East 82nd Street
         New York, New York 10028

         with a copy simultaneously by like means to:

         Robinson Brog Leinwand Greene
         Genovese & Gluck, P.C.
         1345 Avenue of the Americas
         New York, NY 10105
         Attn:    S. Asher Graffney

     11. Notwithstanding anything set forth hereunder to the contrary,  Articles
V and VI of the Employment Agreement shall be deemed to remain in full force and
effect,  and Opper shall be deemed to have voluntarily  resigned for purposes of
such Article VI.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the date first above written.


                                     THE RATTLESNAKE HOLDING COMPANY, INC.



                                     By:/s/ Louis R. Malikow
                                        -----------------------
                                        Co-Chief Executive Officer

                                        /s/William J. Opper
                                        -----------------------
                                        WILLIAM J. OPPER