AMENDMENT TO
                              EMPLOYMENT AGREEMENT


     AMENDMENT dated October __ 1998 to Employment Agreement made as of the 26th
day of February,  1998, by and between Nicolo  Ottomanelli,  residing at 136 Old
Tappan  Road,  Old Tappan,  New Jersey  07675.  (hereinafter  referred to as the
"Employee") and The Rattlesnake  Holding Company,  Inc., a Delaware  corporation
with principal offices located at 439 East 82nd Street, New York, New York 10028
(hereinafter referred to as the "Company").

                              W I T N E S S E T H:

     WHEREAS,  the parties  entered into an Employment  Agreement dated February
26, 1998; and

     WHEREAS, the parties desire to amend the Employment Agreement

     NOW, THEREFORE,  it is mutually agreed by and between the parties hereto as
follows:

     1. Employment.  Section 1 of the Employment  Agreement is hereby amended to
provide that the Employee will act as Vice-President of the Company and serve on
the Board of Directors.

     2. Duties.  Section 2.1 of the  Employment  Agreement is hereby  amended to
read as follows: "The Employee shall, during the term of his employment with the
Company,  report to the Chairman of the Board of  Directors,  and subject to the
direction  of the  Chairman of the Board of  Directors,  perform such duties and
functions as are customary for a Vice President of the Company."


     3.  Chairmanship  of Board.  Section  2.4 of the  Employment  Agreement  is
deleted.

     4. Fixed Compensation.  Section 3.1 of the Employment Agreement is modified
to define "Base  Salary" as $85,000.00  per year,  not inclusive of the value of
benefits provided elsewhere in the Employment Agreement.

     5. Cash Bonus. Section 3 of the Employment Agreement is amended by adding a
new Section 3.5 to read as follows:

     "3.5 The Employee shall be entitled to bonus of $25,000.00 (less applicable
deductions)   payable  at  the  closing  of  a  financing   being  commenced  by
Commonwealth Associates".
<PAGE>

     6. Bonus Plan. Section 3 of the Employment Agreement is amended by adding a
new Section 3.6 to read as follows:

     "3.6 The Employee  shall be entitled to a  performance  bonus in accordance
with the plan annexed  hereto as Exhibit A."

     7. Termination.  Section 8.2(u) of the Employment Agreement amended to read
as follows:  "In the event Employee is not elected to, or following  election is
terminated from, the Board of Directors."

     8. Other Activities.  Any other agreement with the Company to the contrary,
the  Employee  shall be entitled to develop and  otherwise  be  associated  with
restaurants  with, among others, a steakhouse  theme,  provided that none of the
same is located in such proximity to a Company operated or franchised restaurant
then in  existence  or being  developed,  such that the same  would  result in a
substantial  diversion of customer  traffic from the Company owned or franchised
restaurant,  and provided that  proprietary  Company  information is not used in
connection  therewith.  If such activities are undertaken during the period that
the  Employee is employed  hereunder,  they will not detract  from the full time
services required of the Employee hereunder.

                   [Balance of Page Intentionally Left Blank]

<PAGE>

     9.  Full  Force and  Effect.  Except as set  forth  above,  the  Employment
Agreement is in full force and effect in accordance with its terms,.

     IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement and
affixed their hands and seals the day and year first above written,

                                         THE RATTLESNAKE HOLDING
                                         COMPANY, CO.


                                      By:________________________________
                                                   Authorized Signature

                                         /s/Nicolo Ottomanelli
                                         --------------------------------
                                         NICOLO OTTOMANELLI, Individually