AGREEMENT  made as of the ______ day of October  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  SHELLY  FRANK,  residing   at_____________________
(hereinafter referred to as "Mr. Frank").


                                    RECITALS

     The Company  desires to retain the  services of Mr.  Frank,  and Mr.  Frank
desires to provide his services, on the terms set forth herein.

     In addition,  the Company desires Mr. Frank to protect certain  proprietary
interests of the Company concerning non-disclosure and non-competition,  and Mr.
Frank desires 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 Mr.  Frank.  (a) Mr.  Frank is hereby  engaged  as general
advisor to the Company on all matters  pertaining to the business of the Company
and its subsidiaries, and will provide such advice and consultation as Mr. Frank
deems  appropriate,  and which is consistent  with Mr.  Frank's  experience  and
expertise. Services rendered under this Agreement shall not materially interfere
with Mr. Frank's other business activities. Mr. Frank shall perform his services
under this Agreement solely as an independent  contractor and not as an 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 Mr.
Frank is not entitled to any of the same. The only  compensation and benefits to
which Mr. Frank shall be entitled  hereunder is as set forth in Sections 3 and 4
hereof  However,  if the CWA  Financing  (as  defined  below)  is not  funded by
November 15, 1998,  this Agreement  shall become null and void,  except that Mr.
Frank  will be  compensated  at the  rate of  $1,000.00  per day to the  date of
termination  of this  Agreement.

     (b) Mr.  Frank will act as a director  of the Company and serve as Chairman
of the Board of Directors, if requested to do so by the Company on or after date
on  which  the  Company  completes  a  private  placement  conducted  for  it by
Commonwealth  Associates  of  equity  or  non-performing  convertible  debt with
proceeds to the Company, net of all fees,  commissions and expenses, of at least
$4,100,000 (the "CWA Financing").

     2. Term. The term for the services described in Section 1 hereof, except if
earlier terminated pursuant to Section 5 hereof,  shall be for a period of three
(3) years  commencing on September  15, 1998.  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.

<PAGE>

     3.  Compensation.

     (a) Mr. Frank shall serve without regular, periodic compensation.

     (b) Mr. Frank shall be entitled to a performance  bonus in accordance  with
the plan annexed hereto as Exhibit A.

     (c) Mr. Frank shall receive an warrant, in the form of Exhibit B hereto, to
purchase  an  amount of Common  Stock  equal to  fifteen  (15%)  percent  of the
outstanding  Common  Stock of the Company  after the CWA  Financing at $0.20 per
share,  exercisable  for a period of five (5) years,  and a right to purchase an
amount of Common Stock equal to 15% of outstanding  options and warrants  (other
than Exhibit B and a similar warrant for Kenneth Berry), which warrant will vest
at the time of the CWA Financing.

     (d) The Company shall use its best efforts to obtain and retain $10 million
of officer/director liability insurance in a form acceptable to Mr. Frank. Until
such  insurance  is in fill' force and effect,  the  provisions  of Section 1(b)
shall not be in effect, and Mr. Frank shall be compensated as in Section 1(a).

     (e) The  Company  shall  use its  best  efforts  to  structure  the  option
described in Section 3(c) 50 that the grant of the same is not a taxable  event.
In the event  that the  option  grant is  taxable,  the  option  grant  shall be
deferred at the request of Mr. Frank, but the terms will not change.

     (f) Mr.  Frank  shall have a right of first  refusal,  to be set forth in a
separate  agreement with customary  terms, to purchase up to fifty (50%) percent
of any future securities offerings of the Company made by or though Commonwealth
Associates.

     4.  Expenses.  Mr.  Frank shall be entitled to  reimbursement  for expenses
reasonably  incurred  by him in the  course  of his  duties  hereunder  upon his
accounting  therefor.  Such  expenses  shall  include,  but not be  limited  to,
expenses reasonably incurred by Mr. Frank while rendering services from his home
office,  and any and all business related expenses  associated with travel to or
on behalf of the Company, including automobile mileage and first class air fare.

     5. 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 Mr. Frank;

     ( ii)  Upon  notice  to Mr.  Frank  of  any  act  of  fraud,  embezzlement,
misappropriation or gross failure to perform duties:

<PAGE>
     (iii)  Thirty  (30) days  after  notice to Mr.  Frank 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.

     (iv) If Mr.  Frank  shall be both  unavailable  for a period of at least 90
days continuously or a total of 90 days within any 180 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 5(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. Mr. Frank shall be
deemed to have  resigned as a director and shall also deliver to the Company all
property of the Company which may then be in Mr.  Frank's  possession.

     (c) This  Agreement may be terminated on thirty (30) days' notice by either
party,  provided;  however,  that if the Company terminates this Agreement,  Mr.
Frank  shall  retain  any  and  all  compensation  in  his  possession  and  any
compensation  earned and not yet received prior to the date of  termination.  In
addition,  Mr.  Frank will be entitled to the full bonus  amount for the year of
termination.

     6. Non-Disclosure of Confidential Information.  Mr. Frank 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
Mr.  Frank  further  acknowledges  that  the  Confidential   Information  is  of
substantial  value to the  Company.  Accordingly,  Mr. Frank 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.

     7.  Non-Solicitation.  Mr.  Frank 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  of the Company on the
date of termination which is directly competitive with the business relationship
of the Company with such persons.

     8. No Other  Restrictions.  Except for the  provisions of Sections 6 and 7,
Mr.  Frank  shall in no way be  limited as to the types of  business  activities
which  he may  choose  to  engage  in both  during  and  after  the term of this
Agreement.

     9.  Compliance  with Law.  Mr.  Frank  covenants  and agrees to perform his
services in  compliance  with all  applicable  laws,  rules and  regulations  of
governmental  agencies  of which he is aware or of which the  Company  makes him
aware and in a manner  which does not  intentionally  violate  the rights of any
third person, and to timely pay all taxes relating to all payments hereunder.

     10.  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>

     11.  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.

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

     13. 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 Mr. Frank of the provisions of Sections 6 and
7 hereof In the  event of a dispute  hereunder,  the party  prevailing  shall be
entitled to recover its reasonable  expenses,  including  counsel fees, from the
party not prevailing.

     14.  Representation  of Mr. Frank. Mr. Frank hereby represents and warrants
that he is not bound by any contract,  agreement,  court order or decision which
conflicts  in any manner with the duties to be  performed  by him  hereunder  or
which would limit, in any respect,  the right of his to use any of his knowledge
or experience in the performance of his duties hereunder.

     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


                                             /s/Shelly Frank
                                             --------------------------
                                             SHELLY FRANK, Individually

<PAGE>



                                    EXHIBIT A

                           Performance Incentive Plan



     Annual incentive based on 3 measures:  The excess over target of New Stores
open, Sales and Pre-Tax Income (000s omitted).

<TABLE>
<CAPTION>

                             FY1          FY2           FY3                  FY4                   FY5
<S>                          <C>          <C>          <C>                 <C>

New Stores Open:
         Target               1            2             3                    6                     9
         Optimum              2            3             5                    8                     10

Revenue:
         Target            $2,000       $4,000        $6,000               $10,000               $25,000
         Optimum            3,000        5,500         7,500                15,000                32,000

Pre-tax Income:
         Target            $ -0-        $  200       $   400              $    600             $  1,500
         Optimum              100          350           600                 1,200                 2,500
</TABLE>


     Formula:  For each store  open in excess of Target  but less than  Optimum,
$7,500 would go into the Performance  Incentive  Pool.  Stores open in excess of
Optimum would have $10,000 credited to the Pool. For Revenue in excess of Target
but less than Optimum 1% goes into pool,  and Revenue in excess of Optimum 1.5%.
For Pre-tax Income between Target and Optimum, the bonus credit would be 2%, and
3% for Pre-tax Income in excess of Optimum.  Pre-tax Income is calculated before
the bonus amount and thus is not the reported  Pre-tax Income.  Each category of
the bonus  calculation  stands on it's own and is not  dependant  on meeting the
Target level in another  category  for bonus to accrue.  The amount in the bonus
pool can be distributed to management  above the store operating level including
the Chairman,  in whole or in part, at the sole discretion of the Chairman.  The
Chairman will have total  discretion  over the amount of the bonus pool he takes
for  himself  as well as,  if the  bonus  will be  awarded  in cash,  stock or a
combination  of both.  A store  level  bonus plan will also be  implemented.  In
addition,  the Board of Directors may provide a discretionary  cash and/or stock
bonus to any/all senior  manager  as/when it deems  appropriate,  if and only if
approved by the Chairman.



<PAGE>



Exhibit B                                                     Form of Warrant


                                     WARRANT
                            TO PURCHASE COMMON STOCK
                                       OF
                      THE RATTLESNAKE HOLDING COMPANY, INC.


     THE  SECURITIES  REPRESENTED  BY THIS  INSTRUMENT  HAVE BEEN  ACQUIRED  FOR
INVESTMENT  AND HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR UNDER ANY APPLICABLE STATE STATUTES. SUCH SECURITIES MAY
NOT BE SOLD, TRANSFERRED,  PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT RELATING TO SUCH DISPOSITION OR
AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER OR
AN OPINION OF COUNSEL  SATISFACTORY TO THE COMPANY THAT THE SECURITIES MAY BE SO
DISPOSED OF WITHOUT BEING REGISTERED.

                       Warrant to Purchase Certain Shares
                                 of Common Stock

     A. This is to Certify that, FOR VALUE RECEIVED,  Kenneth Berry  ("Holder"),
is entitled to purchase,  subject to the  provisions of this  Warrant,  from THE
RATTLESNAKE  HOLDING  COMPANY,  INC.,  a Delaware  corporation  (the  "Company")
certain fully paid, validly issued,  and non-assessable  shares of Common Stock,
par value $.001 per share, of the Company ("Common  Stock"),  as set forth below
in this  paragraph,  at any time or from time to time  during  the  period  from
______________,  199__ until 5:00 p.m. New York City time on __________________,
200__ (the  "Termination  Date") at an  exercise  price of $0.20 per share.  The
number of shares which may be purchased is equal to fifteen (15%) percent of the
Common Stock  outstanding on the date hereof,  and which would be outstanding if
all  convertible  securities  outstanding on the date hereof were converted into
Common  Stock on the date  hereof  The  number of  shares of Common  Stock to be
received  upon the  exercise of this portion of this Warrant and the price to be
paid for each share of Common Stock  underlying this portion of this Warrant may
be adjusted from time to time as hereinafter set forth. The above is referred to
as the "A Portion".

     B. In  addition,  the  Holder  shall be  entitled,  during the term of this
Warrant,  as set forth  above,  to  purchase a number of shares of Common  stock
equal to fifteen  (15%) of the  Common  Stock or other  securities  which may be
purchased  by persons  other than the Holder and Shelly  Frank under all options
and warrants  issued by the Company  which are in effect on the date hereof,  to
the extent such shares are  purchased  during the term of this  Warrant,  as set
forth above.  The  exercise  price shall be equal to the price per share paid by
the person exercising such option or warrant.  The exercise may take place after
the exercise of such option or warrant and prior to termination of this Warrant.
The above is referred to as the "B Portion".
<PAGE>

     The shares of Common Stock  deliverable upon exercise of this Warrant,  and
as adjusted from time to time, are hereinafter sometimes referred to as "Warrant
Shares" and the exercise  price of a share of Common Stock in effect at any time
and as adjusted from time to time is  hereinafter  sometimes  referred to as the
"Exercise Price." The right of exercise will vest immediately as to one-third of
the shares  purchasable  hereunder,  and additional one third vesting shall take
place at each of the first and second  anniversary of the date hereof,  provided
the Holder is then employed by the Company.

     (a) EXERCISE OF WARRANT.  This Warrant may be exercised in whole or in part
at any time or from time to time on or after  issuance,  as set forth  above and
until the  Termination  Date;  provided,  however,  that if such day is a day on
which  banking  institutions  in the State of New York are  authorized by law to
close,  then on the next  succeeding  day which  shall  not be such a day.  This
Warrant may be exercised by presentation  and surrender hereof to the Company at
its principal  office,  or, at the Company's  option, at the office of its stock
transfer  agent, if any, with the Purchase Form annexed hereto duly executed and
accompanied  by payment of the Exercise  Price for the number of Warrant  Shares
specified in such form. As soon as  practicable  after each such exercise of the
Warrants,  but not later than seven (7) days from the date of such exercise, the
Company shall issue and deliver to the Holder a certificate or  certificate  for
the Warrant Shares  issuable upon such  exercise,  registered in the name of the
Holder or its designee.  If this Warrant  should be exercised in part only,  the
Company  shall,  upon  surrender of this Warrant for  cancellation,  execute and
deliver a new Warrant  evidencing  the rights of the Holder  thereof to purchase
the balance of the Warrant  Shares  purchasable  hereunder.  Upon receipt by the
Company of this  Warrant at its office,  or by the stock  transfer  agent of the
Company at its office,  in proper form for exercise,  the Holder shall be deemed
to be the holder of record of the Warrant  Shares  issuable upon such  exercise,
notwithstanding  that the stock  transfer  books of the  Company  shall  then be
closed or that  certificates  representing such Warrant Shares shall not then be
physically delivered to the Holder.

     (b)  RESERVATION  OF SHARES.  The  Company  shall at all times  reserve for
issuance  and/or delivery upon exercise of this Warrant such number of shares of
its Common Stock as shall be required for issuance and delivery upon exercise of
the Warrants.

     (c)  FRACTIONAL   SHARES.  No  fractional  shares  or  scrip   representing
fractional  shares  shall be issued  upon the  exercise  of this  Warrant.  With
respect to any  fraction of a share  called for upon any  exercise  hereof,  the
Company  shall  pay to the  Holder  an  amount  in cash  equal to such  fraction
multiplied by the current market value of a share, determined as follows:

<PAGE>

     (1) If the Common  Stock is listed on a  National  Securities  Exchange  or
admitted to unlisted  trading  privileges on such exchange or listed for trading
on the NASDAQ  system,  the current market value shall be the last reported sale
price of the Common  Stock on such  exchange or system on the last  business day
prior to the date of exercise of this Warrant or if no such sale is made on such
day, the average  closing bid and asked prices for such day on such  exchange or
system; or

     (2) If the Common  Stock is not so listed or admitted  to unlisted  trading
privileges,  the current market value shall be the mean of the last reported bid
and lowest asked prices reported by the National  Quotation Bureau,  Inc. on the
last business day prior to the date of the exercise of this Warrant; or

     (3) If the Common  Stock is not so listed or admitted  to unlisted  trading
privileges  and bid and asked  prices are not so  reported,  the current  market
value shall be an amount,  not less than book value thereof as at the end of the
most recent fiscal year of the Company  ending prior to the date of the exercise
of the Warrant, determined in such reasonable manner as may be prescribed by the
Board of Directors of the Company.

     (d)  EXCHANGE,  TRANSFER,  ASSIGNMENT  OR LOSS OF WARRANT.  This Warrant is
exchangeable and  transferable,  without  expense,  at the option of the Holder,
upon  presentation  and  surrender  hereof to the Company  or, at the  Company's
option, at the office of its stock transfer agent, if any, for other Warrants of
different  denominations  entitling  the  holder  thereof  to  purchase  in  the
aggregate the same number of shares of Common Stock purchasable hereunder.  Upon
surrender  of this  Warrant  to the  Company at its  principal  office or at the
office of its stock transfer  agent,  if any, with the  Assignment  Form annexed
hereto duly  executed and funds  sufficient to pay any transfer tax, the Company
shall,  without  charge,  execute  and  deliver a new Warrant in the name of the
assignee named in such  instrument of assignment and this Warrant shall promptly
be canceled.  This Warrant may be divided or combined with other  Warrants which
carry the same rights upon  presentation  hereof at the principal  office of the
Company or at the office of its stock transfer  agent,  if any,  together with a
written notice  specifying the names and denominations in which new Warrants are
to be issued and signed by the Holder  hereof The term  "Warrant" as used herein
includes any Warrants into which this Warrant may be divided or exchanged.  Upon
receipt  by the  Company  of  evidence  satisfactory  to it of the loss,  theft,
destruction  or mutilation of this Warrant,  and (in the case of loss,  theft or
destruction) of reasonably satisfactory indemnification,  and upon surrender and
cancellation of this Warrant, if mutilated, the Company will execute and deliver
a new  Warrant  of like  tenor  and  date.  Any such new  Warrant  executed  and
delivered shall constitute an additional  contractual  obligation on the part of
the  Company,  whether  or not this  Warrant  so  lost,  stolen,  destroyed,  or
mutilated shall be at any time enforceable by anyone.

<PAGE>

     (e) RIGHTS OF THE  HOLDER.  The  Holder  shall not,  by virtue  hereof,  be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those  expressed  in the Warrant and
are not enforceable against the Company except to the extent set forth herein.

     (f)  ADJUSTMENT.  The Warrant  Shares and  Exercise  Price of the A Portion
shall be subject to  adjustment  from time to time as  follows  (this  provision
shall not apply to the B Portion,  which shall  reflect any  adjustments  in the
referenced options and warrants):

     (1) If the Company shall (A) declare a dividend or make a  distribution  on
its Common Stock in shares of its Common Stock,  (B) subdivide or reclassify the
outstanding  shares of Common  Stock  into a greater  number of  shares,  or (C)
combine or  reclassify  the  outstanding  Common Stock into a smaller  number of
shares,  the  Warrant  Shares  and  Exercise  Price in effect at the time of the
record date for such  dividend or  distribution  or the  effective  date of such
subdivision,  combination, or reclassification shall be proportionately adjusted
so that the holder of this Warrant  exercised  after such date shall be entitled
to  receive  the number of shares of Common  Stock  which he would have owned or
been entitled to receive had this Warrant been  exercised  immediately  prior to
such date. Successive adjustments in the Warrant Shares and Exercise Price shall
be made whenever any event specified above shall occur.

     (2) In case of any consolidation with or merger of the Company with or into
another  corporation,  or in case of any sale,  lease or  conveyance  to another
corporation  of the assets of the  Company as an entity or  substantially  as an
entity, this Warrant shall after the date of such consolidation,  merger,  sale,
lease or  conveyance be  exercisable  for the number of shares of stock or other
securities or property  (including  cash) to which the Common Stock issuable (at
the time of such consolidation, merger, sale, lease or conveyance) upon exercise
of this Warrant would have been entitled upon such consolidation,  merger, sale,
lease or  conveyance;  and in any such case, if necessary,  the  provisions  set
forth herein with respect to the rights and interests  thereafter of the holders
of the  Warrants  shall be  appropriately  adjusted so as to be  applicable,  as
nearly as may  reasonably  be, to any  shares  of stock or other  securities  or
property thereafter deliverable on the exercise of this Warrant.

     (3) No  adjustment  in the  Exercise  Price shall be  required  unless such
adjustment would require an increase or decrease of at least two cents ($.02) in
such price;  provided,  however,  that any  adjustments  which by reason of this
Subsection  (3) are not  required to be made shall be carried  forward and taken
into account in any subsequent  adjustment  required to be made  hereunder.  All
calculations  under this Section (f) shall be made to the nearest cent or to the
nearest  one-hundredth  of a share, as the case may be. Anything in this Section
(f) to the contrary  notwithstanding,  the Company shall be entitled,  but shall
not be  required,  to make such changes in the  Exercise  Price,  in addition to
those  required  by  this  Section  (f),  as it  shall  determine,  in its  sole
discretion, to be advisable in order that any dividend or distribution in shares
of Common Stock, or any subdivision,  reclassification  or combination of Common
Stock,  hereafter made by the Company shall not result in any Federal Income tax
liability to the holders of Common Stock or securities  convertible  into Common
Stock (including the Warrants).

<PAGE>

     (4) In the  event  that at any  time,  as a result  of an  adjustment  made
pursuant to this Section (f), the Holder of this Warrant thereafter shall become
entitled  to  receive  any  shares of the  Company,  other  than  Common  Stock,
thereafter  the number of such other shares so receivable  upon exercise of this
Warrant  shall be  subject  to  adjustment  from time to time in a manner and on
terms as nearly  equivalent as practicable to the provisions with respect to the
Common Stock contained in this Section (f).

     (5)  Irrespective of any adjustments in the Exercise Price or the number or
kind of shares purchasable upon exercise of this Warrant,  Warrant  Certificates
theretofore or thereafter issued upon exchange,  transfer,  assignment,  loss of
certificate  or upon exercise in part may continue to express the same price and
number and kind of shares as were  stated in the Warrant  Certificates  when the
same were originally issued.

     (g) OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be adjusted as
required by the provisions of the foregoing Section, the Company shall forthwith
file in the custody of its Secretary or an Assistant  Secretary at its principal
office and with the stock transfer agent  responsible for this Warrant,  if any,
an officer's  certificate  showing the adjusted  Exercise  Price  determined  as
herein  provided,  setting forth in reasonable  detail the facts  requiring such
adjustment,  including a statement of the number of additional  shares of Common
Stock, if any, and such other facts as shall be necessary to show the reason for
and the manner of computing such  adjustment.  Each such  officer's  certificate
shall be made available at all reasonable  times for inspection by the Holder or
any holder of a Warrant  executed and delivered  pursuant to Section (a) and the
Company shall,  forthwith after each such  adjustment,  mail a copy by certified
mail of such certificate to the Holder or any such holder.

     (h)  NOTICES  TO  WARRANT  HOLDERS.  So  long  as  this  Warrant  shall  be
outstanding,  (i) if the Company shall pay any dividend or make any distribution
upon the Common  Stock or (ii) if the Company  shall offer to all of the holders
of Common Stock for  subscription  or purchase by them any share of any class or
any  other  rights  or  (iii)  if any  capital  reorganization  of the  Company,

<PAGE>

reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation,  sale, lease or transfer of all or
substantially  all  of  the  property  and  assets  of the  Company  to  another
corporation, or voluntary or involuntary dissolution,  liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be mailed by certified  mail to the Holder,  at least ten days prior the date
specified in (A) or (B) below,  as the case may be, a notice  containing a brief
description of the proposed action and stating the date on which (A) a record is
to be taken for the purpose of such  dividend,  distribution  or rights,  or (B)
such  reorganization,  reclassification,  consolidation,  merger, sale, lease or
transfer, dissolution,  liquidation or winding up is to take place and the date,
if any is to be  fixed,  as of  which  the  holders  of  Common  Stock  or other
securities   shall  receive  cash  or  other  property   deliverable  upon  such
reorganization,   reclassification,   consolidation,   merger,  sale,  lease  or
transfer, dissolution, liquidation or winding up.

     (i) REGISTRATION  RIGHTS. The Holder and the Company are also parties to an
Investor Rights Agreement dated ___________________ 1998.

     (j) AMENDMENT;  WAIVER OF PROVISIONS. This Warrant may not be amended by or
compliance  with any  provision  hereof  waived  without the written  consent of
holders of the majority of the Warrants and/or Warrant Shares.

                                          THE RATTLESNAKE HOLDING
                                           COMPANY, INC.


                                       By:________________________
                                                        President



<PAGE>


                RE: THE RATTLESNAKE HOLDING COMPANY, INC. WARRANT

                                  PURCHASE FORM

                                              Dated __________________________

     The undersigned hereby irrevocably elects to exercise the within Warrant to
the extent of purchasing  ______________________________________________________
shares  of  Common   Stock  and   hereby   makes   and   delivers   payment   of
____________________________________  in payment of the  actual  exercise  price
thereof.


                     INSTRUCTIONS FOR REGISTRATION OF STOCK

Name _________________________________________________________________________
                  (Please typewrite or print in block letters)

Address ______________________________________________________________________


                  Signature_________________________________________________



                                 ASSIGNMENT FORM

     FOR VALUE RECEIVED,  ________________________________ hereby sells, assigns
and transfers unto


Name _________________________________________________________________________
                  (Please typewrite or print in block letters)

Address  _____________________________________________________________________

the right to  purchase  Common  Stock  represented  by this  Warrant to the
extent  of_______  shares as to which such right is exercisable  and does hereby
irrevocably constitute and appoint ___________________________________ Attorney,
to transfer the same on the books of the Company with full power of substitution
in the premises.


Date __________________    Signature ___________________________________________