REGISTRATION RIGHTS AGREEMENT


     THIS REGISTRATION RIGHTS AGREEMENT, is made as of the 26th day of February,
1997 by and among The Rattlesnake Holding Company,  Inc. a Delaware  corporation
(the  "Company"),  and the persons  whose  names  appear on the  signature  page
attached hereto (individually the "Holder" and collectively the "Holders").

     WHEREAS,  the Company,  Joseph Ottomanelli an Nicolo Ottomanelli  (together
the  "Shareholders"),   Ottomanelli  Brothers  West,  Ltd.,  Ottomanelli's  Cafe
Franchising Corp., 34th Street Cafe Associates, Inc. and Garden State Cafe Corp.
(collectively the "Ottomanelli  Corporations") entered into a Reorganization and
Stock  Exchange  Agreement,  dated August 21, 1997 as modified by a Modification
Agreement, dated February 26, 1998 (the "Reorganization Agreement").

     WHEREAS,   the  consideration   payable  to  the  Shareholders   under  the
Reorganization Agreement mcludes the delivery of certain shares of the Company's
Common  Stock par value  $.OO1 per share  ("Common  Stock")  and may include the
delivery of Common Stock purchase warrants ("Warrants") to purchase Common Stock
of the Company;

     WHEREAS, it is a condition to the Reorganization Agreement that the Company
enter into this Registration  Rights Agreement with the Shareholders and provide
for the  registration  under the  Securities Act of 1933, as amended (the "Act")
of:  the  shares  of  Common  Stock  issued  to  the   Shareholders   under  the
Reorganization  Agreement and, if warrants are issued to the Holders, the shares
of  Common  Stock  issuable  on  exercise  of  the  warrants  (collectively  the
"Acquisition Shares").

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained herein the parties hereby agree as follows:

     1. Registration Rights and Procedures.

     (a) If the Company at any time  proposes to register any of its  securities
under  the  Act,   including  the   registration  of  any  securities  owned  by
shareholders  (other than in connection  with a merger or acquisition on Form SA
or pursuant to Form S-8 or other comparable form), the Company shall include the
Acquisition Shares and Option Shares (for purposes of this Section 1 referred to
as the "Registerable Securities") in such registration.  The Holder shall not be
required to give any notice to the Company in connection  with the  registration
of the  Registerable  Securities,  it being  agreed by the Company that it shall
automatically include the Registerable Securities in any such registration. Such
right shall exist for a period of the earlier of the 30th day of the month which
is 60 months from the date hereof.

<PAGE>
     (b) In the  event  the  Holders  have not  sold  all of their  Registerable
Securities in connection  with a registration  statement  pursuant to Section 1,
and  provided  that  the  Holders  procure  an   underrr'riter   to  conduct  an
underwritten  offering of their  Registerable  Securities on a "firm  commitment
basis" or "best efforts  basis",  the Holders of a majority of the  Registerable
Securities  shall,  have the right, on one occasion,  to demand that the Company
file  with  the  Securities  and  Exchange  Commission  "(SEC")  a  registration
statement under the Act on an appropriate  from to register for sale some or all
of the Registerable Securities. In order to execute the right granted under this
Section  1(1,) the Holders shall  deliver a written  notice to the Company.  The
Company shall use its best efforts to file a registration statement with the SEC
within 90 days of such demand  notice.  The Company  ftirther  undertakes to use
commercially  reasonable  efforts to have the  registration  statement  declared
effective  within  90 days  after  it is  filed  and to keep  such  registration
statement  effective and  "current"  until the later of nine (9) months from the
effective  date  of the  registration  statement,  or  such  time  as all of the
Registerable Securities shall have been sold, not to exceed two years.

     (c) Cooperation  with Company.  The Holders will cooperate with the Company
in all respects in connection with this Agreement,  including,  timely supplying
all information  reasonably requested by the Company and executing and returning
all  documents  reasonably  requested  by the  Company  in  connection  with the
registration and sale of the Registerable Securities.

     (d) If and  whenever  the Company is required by any of the  provisions  of
this Agreement to use commercially reasonable efforts to effect the registration
of any of the  Registerable  Securities under the Act, the Company shall (except
as otherwise provided in this Agreement),  as expeditiously as possible (subject
any  conditions  set  forth  in  Section  l)  above  in the  event  of a  demand
registration):

     (i)  prepare  and  file  with  the  SEC  a  registration  statement  on  an
appropriate  form and  shall use its best  efforts  to cause  such  registration
statement to become  effective and remain  effective until all the  Registerable
Securities are sold.


     (ii) prepare and file with the SEC such  amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration  statement  effective and to comply with the
provisions  of the Act with  respect  to the sale or  other  disposition  of all
securities covered by such registration statement whenever the Holder or Holders
of such  securities  shall  desire  to sell or  otherwise  dispose  of the  same
(including  prospectus  supplements with respect to the sales of securities from
time to time in connection with statement pursuant to Rule 415 of the SEC);

     (iii) furnish to each Holder such numbers of copies of a summary prospectus
or other  prospectus,  including a  preliminary  prospectus  or any amendment or
supplement to any prospectus, m conformity with the requirements of the Act, and
such  other  documents,  as such  Holder  may  reasonably  request  in  order to
facilitate the public sale or other  disposition of the securities owned by such
Holder;

<PAGE>

     (iv) use  commercially  reasonable  efforts  to  register  and  quali~  the
securities covered by such registration statement under such other securities or
blue sky laws of  suchjurisdictions as the Holders shall reasonable request, and
do any and all other acts and things  which may be  necessary  or  advisable  to
enable each Holder to consummate  the public sale or other  disposition  in such
jurisdiction  of the  securities  owned by such Holder,  except that the Company
shall not for any such purpose be required to quali~ to do business as a foreign
corporation  in any  jurisdiction  wherein  it is not so  qualified  or to  file
therein any general consent to service of process.

     (v) use  commercially  reasonable  efforts to list such  securities  on any
securities  exchange on which any  securities of the Company is then listed,  if
the  listing  of such  securities  is then  permitted  under  the  rules of such
exchange or NASDAQ Stock Market.

     (vi)  enter  into  and  perform  its  obligations   under  an  underwriting
agreement,  if the offering is an underwritten  offering, in usual and customary
form,  with  the  managing  underwriter  or  underwriters  of such  underwritten
offering.

     (vii)  notify  each  Holder  of  Registerable  Securities  covered  by such
registration  statement,  as any time when a prospectus relating thereto covered
by such regisration  statement is required to be delivered under the Act, of the
happening  of any  event of  which it has  knowledge  as a result  of which  the
prospectus included in such registration  statement, as then in effect, includes
an  untrue  statement  of a  material  fact or omits to  state a  material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading in the light of the circumstances then existing; and

     (viii) furnish,  as the request of any Holder on the date such Registerable
Securities  are  delivered  to  the  underwriters  for  sale  pursuant  to  such
registration  or, if such  Registerable  Securities  are not being sold  through
underwriters,  on the date  the  registration  statement  with  respect  to such
Registerable  Securities becomes effective,  (Li) an opmion, dated such date, of
the counsel  representang  the  Company  for the  purpose of such  registration,
addressed to the  underwriters,  if any, and to the Holder  making such request,
covering such legal matters with respect to the registration in respect of which
such opinion is being given as the Holder of such  Registerable  Securities  may
reasonably  request  and are  customarily  included  in such an opinion and (ji)
letters,  dated,  respectively,  (1)  the  effective  date  of the  registration
statement  and (2) the date such  Registerable  Securities  are delivered to the
underwriters,  if any,  for sale  pursuant to such  registration  from a firm of
independent  certified public  accountants of recogni~  standing selected by the
Company,  addressed to the  underwriters,  if any, and to the Holder making such
request,  covering  such  financial,  statistical  and  accounting  matters with
respect to the  registration  in respect of which such l~ers are being  given as
the  Holder of such  Registerable  Securities  may  reasonably  request  and are
customarily included in such letters; and

     (ix) take such other actions as shall be reasonably requested by any Holder
to  facilitate  the  registration  and  sale  of  the  Registerable  Securities;
provided,  however,  that the Company shall not be obligated to take any actions
not specifically  required elsewhere herein which in the aggregate would cost in
excess of $5,000.

<PAGE>

     2. Restrictions on Transfer of Acquisition Shares and Option Shares.

     (a) In the event:  (i) the Company has  declared  effective a  registration
statement for an  underwritten  public  offering of its securities  prior to the
date that the Holder's piggyback or demand  registration  becomes effective,  or
(ii) the Company  entered into a letter of intent with a placement  agent within
120 days of the date hereof for the sale, m a private placement offering, of its
securities, then the Holder shall deliver to the underwriter or placement agent,
as the case may be, a lock-up  agreement  whereby  the  Holder  agrees  that the
Acquisition  Shares  shall be subject to a lock up for a term equal to the term,
if any,  agreed  to by  other  officers  and  directors  of the  Company  and as
otherwise of customary duration.

     (b)  Notwithstanding  anything to the contrary  contained herein except for
any lock-up provided in Section 2(a) hereof,  the Holder hereby agrees that none
of the Acquisition Shares may be sold prior to a date which is 360 days from the
date hereof, and that this provision may not be waived or amended by the Company
without the unanimous  vote of all of the  directors of the Company.  Commencing
(i) 360  days  from  the  date  hereof,  the  Holder  may  sell up to 25% of the
Acquisition  Shares ; (ii) 480 days from the date  hereof the Holder may sell up
to 50% of the  Acquisition  Shares ; and (iii) 720 days from the date hereof may
sell 100% of the Acquisition  Shares.  The Holder hereby  understands and agrees
that a legend may be placed upon all  certificates  representing the Acquisition
Shares,  and that the transfer agent shall be notified of the provisions  herein
and  a  "stop  order"  shall  be  placed   against  the  transfer  of  any  such
certification.

     3.  Expenses.  All expenses  incurred in any  registration  of the Holders'
Acquisition  Shares under this Agreement  shall be paid the Company,  including,
without limitation, printing expenses, fees and disbursements of counsel for the
Company  and each  participating  Holder,  expenses  of any  audits to which the
Company  shall agree or which  shall be  necessary  to comply with  governmental
requirements  in connection with any such  registration,  all  registration  and
filing  fees  for the  Holders'  Acquisition  Shares  under  Federal  and  state
securities  laws, and expenses of complying with the securities or blue sky laws
of any jurisdictions; provided, however, the Company shall not be liable for (a)
any discounts or  commissions  to any  underwriter;  ~) any stock transfer taxes
incurred  with  respect to  Acquisition  Shares or (c) the fees and  expenses of
counsel  for any  Holder,  provided  that the  Company  will pay the  costs  and
expenses of Company counsel when the Company's counsel is representmg any or all
selling security holders.

     4.  Indemnification.  In the event any Acquisition  Shares are mcluded in a
registration statement pursuant to this Agreement:

     (a)  Without  limitation  of any other  indemnity  provided  to any Holder,
either in connection with the offering or otherwise,  to the extent permitted by
law, the Company shall indemni~ and hold harmless each Holder,  the  affiliates,
officers,  directors and partners of each Holder,  any underwriter (as defmed in
the Act) for such Holder,  and each person,  if any, who controls such Holder or
underwriter  (within the meaning of the Act or the  Securities  Exchange  Act of
1934 (the "Exchange Act"),  against any losses,  claims,  damages or liabilities
Uoin or several) to which they may become  subject  under the Act,  the Exchange
Act or other federal or sttte law,  insofar as such losses,  claims,  damages or
liabilities  (or actions in respect  thereof) arise out of or are based upon any
of  the  following   statements,   omissions  or  violations   (collectively   a
"Violation"): (i) any untrue statement or alleged untrue statement of a material
fact  contained  in  such  registration   statement  including  any  preliminary

<PAGE>

     prospectus  or fiaal  prospectus  contained  herein  or any  amendments  or
supplements  thereto,  (ii) the omission or alleged  omission to state therein a
material fact required to be stated therein,  or necessary tojake the statements
therein not  misleading,  and (iii) any  violation  or alleged  violation by the
Company of the Act, or the Exchange Act, or (iv) any state securities law or any
rule or  regulation  promulgated  under the Act,  the  Exchange Act or any state
securities  law, and the Company shall  reimburse  each such Holder,  affiliate,
officer or director or partner,  underwriter or controlling person for any legal
or other expenses incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action;  provided,  however, that the
Company  shall not be liable to any  Holder in any such case for any such  loss,
claim,  damage,  liability  or action to the extent  that it arises out of or is
based upon a Violation  which  occurs in reliance  upon and in  conformity  with
written  information  finnished  expressly  for  use  in  connection  with  such
registration  by any such Holder or any other  officer,  director or controlling
person thereof (a "Holder Statement").

     (b) Holder  Indemnity.  Each Holder shall  indemnif~  and hold harmless the
Company,  its affiliates,  its counsel,  officers,  directors,  shareholders and
representatives,  any  underwriter  (as defined in the Act) and each persen,  if
any, who controls the Company or the underwriter  (within the meaning of the Act
or liabilities ('oin or several) to which they may become subject under the Act,
the Exchange  Act or any state  securities  law, and the Holder shall  reimburse
each such affiliate,  officer or director or parrner, underwriter or controlling
person  for any legal or other  expenses  incurred  by them in  connection  with
investigating or defending any such loss,  claim,  damage,  liability or action;
insofar as such losses,  claims damages or  liabilities  (or actions and respect
thereof) arise out of or are based upon any Holder Statement; ptovided, however,
such  indemnification  shall not exceed the amount of sale proceeds  received by
such indemnif~ing Holder.

     (c) Notice: Right to Defend. Promptly after receipt by an indemnified party
under this Section 4, of notice of the commencement of any action (including any
governmental  action),  such  indemnified  party  shall,  if a claim in  respect
thereof is to be made  against  any  indemnifying  party  under  this  Section 4
deliver to the indemni~ing  party a written notice of the  commencement  thereof
and  the  indemnifying  party  shall  the  right  to  participate  in and if the
indemnifying  party agrees in writing that it will be responsible for any costs,
expenses,  judgments,  damages and losses incurred by the indemnified party with
respect  to such  claim,  jointly  with any other  indemni~ing  party  similarly
noticed, to assume the defense thereof with counsel mutually satisfactory to the
parties;  provided,  however,  that an indemnified party shall have the right to
retain  its  own  counsel,  with  the  fees  and  expenses  to be  paid  by  the
indemnifying   party,  if  the  indemnified   party  reasonably   believes  that
representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying  party would be inappropriate due to actual or potential  differing
interests between such indemnified party and any other party represented by such
counsel  in such  proceeding.  The  failure  to  deliver  written  notice to the
indemnif~ing  party within a  reasonable  time of the  commencement  of any such
action shall relieve such indemnifying party of any liability to the indemnified
party  under  this  Agreement  only if and to the  extent  that such  failure is
prejudicial to its ability to defend such action, and the omission so to deliver
written  notice to the  indemnifying  party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Agreement.
<PAGE>

     (d) Contribution.  If the indemnification provided for in this Agreement is
held by a court of competent  jurisdiction  to be  unavailable to an indemnified
party with respect to any loss, liability,  claim, damage or expense referred to
therein,  then the indemnifying  party, in lieu of indemnifying such indemnified
party  thereunder,  shall  contribute  to the  amount  paid or  payable  by such
indemnified party as a result of such loss, liability,  claim, damage or expense
in such  proportion as is  appropriate  to reflect the fault of the  indemnified
party and the indemnifying  party in connection with the statements or omissions
which resulted in such loss, liability,  claim, damage or expense as well as any
other relevant equitable considerrrions.  The relative fault of the indemnifying
party and the indemnified party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission  to state a  material  fact  relates  to  information  supplied  by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement  or omission.  Notwithstanding  the  foregoing,  the amount any Holder
shall be obligated to contribute  pursuant to the Agreement  shall be limited to
an amount  equal to the proceeds to such Holder of the  Registerable  Securities
sold pursuant to the registration  statement which gives rise to such obligation
to  contribute  (less the  aggregate  amount of any damages which the Holder has
otherwise been required to pay in respect of such loss, claim, damage, liability
or action or any substantially similar loss, claim, damage,  liability or action
arising from the sale of such Registerable Securities).

     (e) Survival of Indemnity.  The indemnification  provided by this Agreement
shall  be  a  continuing  right  to   indemnification   and  shall  survive  the
registration  and sale of any  Acquisition  Shares  by any  person  entitled  to
indemnification hereunder and the expiration or termination of this Agreement.

     5. Limitation on Other Registration  Rights.  Except as otherwise set forth
in this Agreement,  the Company shall not,  without the prior written consent of
the Holders of Acquisition Shares representmg a majority thereof held by all the
Holders,  file  any  registration  statement  filed  on  behalf  of  any  person
(including  the  Company)  other  than a Holder to become  effective  during any
period when the Company is not in compliance with this Agreement.

     6. Remedies

     (a) Time is of Essence.  The Company  agrees that time is of the essence of
each of the  covenants  contained  herein  and  that,  in the event of a dispute
hereunder,  this Agreement is to be  interpreted  and construed in a manner that
will enable the Holders to sell their Acquisition Shares as quickly as possible.
Any  delay  on the  part of the  Company  not  expressly  permitted  under  this
Agreement,  whether  material or not, shall be deemed a material  breach of this
Agreement.

<PAGE>

     (b) Remedies Upon Default or Delay. The Company  acknowledges the breach of
any part of this  Agreement  may  cause  irreparable  harm to a Holder  and that
monetary damages alone may be inadequate.  The Company therefore agrees that the
Holder shall be entitled to injunctive relief or such other applicable remedy as
a court of competent jurisdiction may provide.  Nothing contained herein will be
construed to limit a Holder's right to any remedies at law,  including  recovery
of damages for breach of any part of this Agreement.

     7. Notices.

     (a) All  communications  under this Agreement shall be in writing and shall
be mailed by first class mail,  postage prepaid,  or telegraphed or telexed with
confirmation of receipt or delivered by hand or by overnight delivery service,

     (b) If to the Company, at:

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

or at such other address as it may have fiii~shed in writing to the Holders
of Acquisition Shares and Option Shares at the time outstanding, or

     (c) if to any  Holder of any  Acquisition  Shares,  to the  address of such
Holder as it  appears  in the stock or  waarant  ledger of the  Company  or such
address as may be provided to the Company.

     (d) Any notice so addressed,  when mailed by  registered or certified  mail
shall be deemed to be given on the first  attempted  date of  delivery  after so
mailed,  when telegraphed or faxed shall be deemed to be given when transmitted,
or when  delivered  by hand or  overnight  shall  be  deemed  to be  given  when
delivered.

     8. Successors and Assigns.  Except as otherwise  expressly provided herein,
this Agreement  shall inure to the benefit of and be binding upon the successors
and permitted assigns of the Company and each of the Holders.

     9. Amendment and Waiver. This Agreement may be amended,  and the observance
of any term of this Agreement may be waived,  but only with the written  consent
of the  Company  and the Holders of  securities  representing  a majority of the
Registerable  Securities;  provided,  however,  that no such amendment or waiver
shall take away any registration right of any Holder of Registerable  Securities
or  reduce  the  amount of  reimbursable  costs to any  Holder  of  Registerable
Securities in connection with any registration  hereunder without the consent of
such Holder;  further provided,  however,  that without the consent of any other
Holder of Registerable  Securities,  any Holder any from time to time enter into
one or more  agreements  amending,  modifying or waiving the  provisions of this
Agreement if such action does not adversely affect the rights or interest of any
other Holder of  Registerable  Securities.  No delay on the part of any party in
the exercise of any right,  power or remedy shall  operate as a waiver  thereof;
nor shall any singie or  partial  exercise  by any party of any right,  power or
remedy preclude any other or flirther exercise  thereof;  or the exercise of any
other right, power or remedy.

<PAGE>

     10. Counterparts.  One or more counterparts of this Agreement may be signed
by the  parties,  each of which shall be an original  but all of which  together
shall constitute one and same instrument.

     11.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the domestic laws of the State of New York without giving effect
to any choice or conflict of law  provision or rule (whether of the State of New
York or any other  jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of New York.

     12.  Submission  to  Jurisdiction.  Each  of  the  parties  submits  to the
jurisdiction of any state or Federal court sitting in New York, New York, in any
action or  proceeding  arising out of or relating to this  Agreement  and agrees
that all  claims  in  respect  of the  action  or  proceeding  may be heard  and
determined in any such court.  Each Party also agrees not to bring any action or
proceeding arising out of or relating to this Agreement in any other court. Each
of the Parties waives any defense of  inconvenient  forum to the  maintenance or
any action or  proceeding  so brought  and  waives  any bond,  surety,  or other
security  that might be required of any other Party with respect  thereto.  Each
Party agrees that a fmal judgment in holding the same can have a property  right
(b) all  trademarks1  service  marks,  trade  dress,  logos,  trade  lames,  and
corporate names, together with all translations,  adaptations,  derivations, and
combinations  thereof and including all goodwill associated  therewith,  and all
applications,  registrations,  and  renewals in  connection  therewith,  (c) all
copyrightable works, all copyrights,  and all applications,  registrations,  and
renewals  in  connection  therewith,  (d) all mask  works and all  applications,
registrations,  and renewals in connection therewith,  (e) all trade secrets and
confidential  business information  (including ideas,  research and development,
know-how,  formulas,  compositions,  manufacturing and production  processes and
techniques,  technical data,  designs,  drawings,  specifications,  customer and
supplier lists,  pricing and cost information,  and business and marketing plans
and proposals) , but excluding any publicly or generally available  information,
(f) all computer  software  (including data and related  docmentation) , and (g)
all copies and tangible embodiments thereof (in whatever form or medium).

     "Knowledge" means actual knowledge after reasonable investigation.

     "Liability" means any liability (whether known or unknown, whether asserted
or unasserted,  whether  absolute or contingent,  whether  accrued or unaccrued,
whether liquidated or unliquidated, and whether due or to become due), including
any liability for Taxes.

     "Most Recent  Balance Sheet" means the balance sheet  contained  within the
Most Recent Financial Statements.

     "Most  Recent  Financial  Statements"  has the meaning set forth in Section
4(g) below.

     "Most  Recent  Fiscal Year End" has the  meaning set forth in Section  4(g)
below.

<PAGE>

     "Multiemployer Plan" has the meaning set forth in ERISA Sec. 3(37)


     "Ordinary  Course of  Business"  means  the  ordinary  course  of  business
consistent with past custom and practice (including with respect to quantity and
frequency)

     "Party" has the meaning set forth in the preface above.

     "PBGC" means the Pension Benefit Guaranty Corporation.

     "Person" means an  individual,  a  partnership,  a  corporation,  a limited
liability corporation,  an association,  a joint stock company, a trust, a joint
venture,  an  unincorporated  any  action  or  proceeding  so  brought  shall be
conslusive  and may be enforced by suit on the  judgment or in any other  manner
provided  by law or at equity.  In the event or suit under this  Agreement,  the
prevailing  party will be entitled  to costs,  including  reasonably  attorneys'
fees.

     13.  Invalidity of  Provisions.  If any  provision of this  Agreement is or
becomes invalid, illegal or unenforceable in any respect, the validity, legality
and  enforceability of the remaining  provisions  contained herein shalkl not be
affected thereby.

     14.  Headings.  The  headings  in this  Agreement  are for  convenience  of
reference  only and  shall  not be deemed  to alter or  affect  the  meaning  or
interpretation of any provisions thereof.

     IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of the
date above written.

                                        THE RATTLESNAKE HOLDING COMPANY, INC.

                                        BY:  /s/Louis Malikow
                                             -----------------------------
                                             Louis Malikow

                                        BY:  /s/Nicolo Ottomanelli
                                             -----------------------------
                                             Nicolo Ottomanelli
                                             136 Old Tappan Road
                                             Old Tappan, New Jersey 07675

                                        BY:  /s/Joseph Ottomanelli
                                             -----------------------------
                                             Joseph Ottomanelli