RATTLESNAKE HOLDING COMPANY
                               3 STAMFORD LANDING
                           STAMFORD, CONNECTICUT 06902





                                         March 15, 1997



Stephan Stein



Dear Stephan:

This  letter  shall  serve  to  amend  your  current  employment  contract  with
Rattlesnake Holding Company.

Under your  current  contract you serve in the  positions  of Vice  Chairman and
Chief Administrative Officer.

Your current  contract  provides for an annual salary of $125,000 plus benefits,
on a full time basis (as  defined  therein),  prorated  to $91,000 for less than
"full time". In addition you are entitled to annual increases of 10%. To day you
have not taken the  increases  in your base rate.  Your current  agreement  runs
through December 1998.

Based on  discussions  with the  compensation  committee  you are  agreeable  to
amending your current contract as follows:

     1. You will resign your position as Vice Chairman and Chief  Administrative
Officer effective March 1, 1997.

     2. Subject to board approval,  you will accept the position of Acting Chief
Executive Officer of Rattlesnake Holding Company.

     3. You will serve on the  committee  to search for a  permanent  CEO.  This
committee  should be formally  constituted  within the next thirty (30) days. If
asked to do so, you will serve as head of this committee.

     4. In  consideration  for your  agreement  to waive any base rate or annual
rate  increases  otherwise due you, and your agreement  increases  otherwise due
you, and your  agreement to  paragraph  1, your  employment  agreement is hereby
modified  (or will be replaced if  necessary)  to run from March 1, 1997 through
February 28, 1999, and shall provide for partial-time,  as needed,  New Business
Development Services on a consulting basis. This contract will be extended for a
period of one year, if terms acceptable to you are arrived at after negotiation.

     5. Your compensation for the period March 1, 1997 through February 28, 1999
will be $75,000 plus benefits annually, payable as an independent contractor.

     6. As compensation for your having served in a crisis  management  capacity
at the request of the board and company  over the  previous  five (5) months you
are hereby granted an option to purchase  125,000 shares of Rattlesnake  Holding
Company stock at the closing price of the stock on March 1, 1997.

This option  grant is fully vested as of March 1, 1997 and is  exercisable  from
March 1, 1997 for a period not to exceed that  allowable  under the  Rattlesnake
Holding  Company  Employee  stock option plan.

     7. In the event the stock  options  previously  granted  under the  current
Rattlesnake  stock option plans are repriced  for any  employee,  your  existing
stock  option  grants  (excluding  the above grant) will be repriced at the same
time as any repricing and under the same terms and conditions.

If you are in agreement with these changes to your current agreement,  paragraph
6 being  separate  therefrom,  please sign and return one copy of this letter to
Roger Rankin, Chairman of the Compensation Committee.






                                   Sincerely,


                                   Louis R. Malikow



Agreed to: ________________________

Date:            3/15/97