CONSULTING AGREEMENT


     AGREEMENT  made this 1st day of May,  1998, by and between THE  RATTLESNAKE
HOLDING COMPANY.,  INC., a Delaware corporation (the "Company"),  having a place
of business at 439 East 82nd Street,  New York,  New York 10028,  SAS  VENTURES,
INC, a New York  corporation (the  "Consultant")  with a place of business at 60
Foxwood Drive, Jericho, New York 11753, and STEPHAN A. STEIN ("Stein"), residing
at 60 Foxwood Drive, Jericho, New York 11753.

                                    RECITALS

     The  Consultant  has  extensive  experience  in  the  areas  of  restaurant
management and finance.  Stein is the principal employee,  executive officer and
shareholder of the Consultant.

     The  Company  desires to retain the  services  of the  Consultant,  and the
Consultant  desires to provide its services,  on the terms set forth herein.  In
addition,  the  Company  desires  the  Consultant  and Stein to protect  certain
proprietary   interests   of   the   Company   concerning   non-disclosure   and
non-competition,  and the Consultant and Stein desire 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 Consultant.  The Consultant is hereby engaged as general  advisor
and  consultant  to the  Company  on the  following  matters  pertaining  to the
business of the  Company and its  subsidiaries;  finance,  acquisitions,  public
relations,  strategic planning, SEC reporting and financial statements; and will
provide such advice and consultation as the Company may reasonably  request,  in
each  case  consistent  with the  Consultant's  experience  and  expertise.  The
Consultant's  employees  shall not be  required  to  travel  more than 100 miles
without  its  consent  and may  consult  in person or via  telephone  or written
report.  The  Consultant  shall  provide  such  time  as is  necessary  for  the
performance of its services.  The Consultant  shall provide Stein's  services to
satisfy  performance by the Consultant  hereunder.  The Consultant shall perform
its 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
the  Consultant is not entitled to any of the same.  The only  compensation  and
benefits to which the Consultant shall be entitled hereunder are as set forth in
Paragraphs 3 and 4 hereof.  The Company shall not be responsible for any injury,
loss or damage  suffered by  Consultant  arising out of the  performance  of its
duties  hereunder  in a negligent or wrongful  manner.  In  connection  with its
services  hereunder,  the Consultant  shall have no right to bind the Company or
any of its  subsidiaries.
<PAGE>

     2. Term.  The term (the "Term") for the  services  described in Paragraph 1
hereof,  except if earlier terminated  pursuant to Paragraph 5 hereof,  shall be
for a period of three (3) years  from the date  hereof  unless  extended  by the
parties.

     3.  Payment.  The  compensation  to the  Consultant  for the services to be
rendered by the Consultant are as follows:

     (a) Monthly payments of $7,000.00 on or about the 1st day of each month;

     (b) The  issuance of 500,000 of common stock of the Company (the fair value
of these shown shall be reported as income of the  Consultant and the Consultant
shall be responsible for all taxes payable thereon):

     (i) With respect to 250,000 of such shares (the  "Protected  Shares"),  the
following shall apply.  The Company combines its common stock then, on the first
such occasion, the Company will issue shares of post-combination common stock to
the Consultant such that the Protected Shares and such  post-combination  common
stock will total 250,000 shares of post-combination common stock.

     (ii) With  respect  to the  other  250,000  of such  shares  (the  "Accrual
Shares"),  the  following  shall  apply.  In the event  that this  Agreement  is
terminated by the Company under Paragraph 5 hereof on or before  September 1999,
then a portion of the Accrual  Shares shall be  transferred to the Company equal
to 13,888 shares for each month  (including the month of  termination)  from the
termination to September 1999. The above number of shares shall be appropriately
adjusted for stock splits, combinations, recapitalizations and reorganizations.

     (c) A payment of  $30,000.00  on or before  April 15,  1999  related to the
taxes payable by  Consultant  on account of the income  referred to in Paragraph
3(b) hereof.

     (d) The issuance of a warrant to purchase common stock of the Company which
may be exercised as follows:

     (i) 250,000 shares at $15 per share exercisable  immediately,  for a period
ending April 30, 2003; and

     (ii) 41,667 shares at $.15 per share exercisable from each of the following
dates, (a total of 250,000  shares)  provided this Agreement has not theretofore
been  terminated  under  Paragraph 5 hereof:  October 1, 1998,  January 1, 1999,
April 1, 1999,  July 1, 1999,  October 1, 1999 and January 1, 2000, for a period
ending April 30, 2003.

     4. Expenses. The Consultant shall be entitled to reimbursement for expenses
reasonably  incurred  by it in the  course  of its  duties  hereunder  including
cellular phone charges, upon its accounting therefor.
<PAGE>

     5. Termination of Services.

     (a) The Term for the services in Paragraph 1 may be ended prior to the date
specified in Paragraph 2:

     (i) If  there  is a  notice  to the  Consultant  by the  Company  that  the
Consultant is in material  breach of its  obligations  hereunder which breach is
not cured within 30 days thereafter, or

     (ii) If  Stein,  due to death,  disability  or  otherwise,  fails to render
services on behalf of Consultant, or

     (iii) If the  Consultant  becomes  bankrupt  or  insolvent  or  ceases  its
business.

     (b) The Consultant shall deliver to the Company any property of the Company
which may then be in the Consultant's possession upon the end of the Term.

     6.  Non-Disclosure  of Confidential  Information.  The Consultant and Stein
acknowledge  that it is the  policy of the  Company  to  maintain  as secret and
confidential  all information  relating to the Company's  products and services,
its pricing,  practices, plans, programs, software and data, and the identity of
its  customers,   employees,   consultants,   agents  and  representatives  (the
"Confidential  Information"),  and the Consultant and Stein further  acknowledge
that the  Confidential  Information  is of  substantial  value  to the  Company.
Accordingly,  the Consultant and Stein agree that they will not, during or after
the Term, disclose or use any Confidential  Information other than in connection
with the business of the Company,  and then only as authorized by the Company in
order for the Consultant to perform its services.

     7. Non-Competition. For a period of three (3) years from the date hereof or
the Term of this  Agreement,  if longer,  the  Consultant  and Stein  shall not,
directly or indirectly,  engage in any business  actually  competitive  with the
business of the Company as conducted the date hereof or during the Term, in each
geographic area where the Company conducts such business. The parties agree that
the  duration  and  scope of the  non-competition  provisions  set forth in this
Paragraph  7 are  reasonable.  In the event that any court  determines  that the
duration or the scope, or both, are unreasonable and that such provisions are to
that extent unenforceable,  the parties agree that these provisions shall remain
in full force and effect for the greatest  time period and in the greatest  area
that would not render them unenforceable.  The parties agree that damages are an
inadequate  remedy  for any  breach  of this  provision  and the  provisions  of
Paragraph  6 and that the  Company  shall,  whether  or not it is  pursuing  any
potential  remedies  at law,  be  entitled  to  equitable  relief in the form of
preliminary  and permanent  injunction  without bond or other  security upon any
actual or threatened  breach of such provisions,  by the Consultant or Stein.

     8.  Indemnification.  The  Consultant  covenants  and agrees to perform its
services in  compliance  with all  applicable  laws,  rules and  regulations  of
governmental  agencies  and in a manner which does not violate the rights of any
third  person,  and to  timely  pay  all  taxes  relating  to  all  compensation
hereunder.  The  Consultant  and Stein shall  indemnify  and hold  harmless  the
Company  from and  against all costs and  expenses  which the Company may incur,
including  by way of example and not  limitation,  reasonable  counsel  fees and
disbursements,  as a result of the violation by the  Consultant  and/or Stein of
their covenants and agreements set forth in this Agreement.
<PAGE>

     (a)  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 address
set forth herein or such other  address of which  notice is given in  accordance
herewith.

     (b) Representation.  The Consultant  represents that it is not bound by any
agreement,  court  order or other  obligation  which  may  relate,  directly  or
indirectly,  to its obligations  hereunder.

     (c)  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.

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

     (e) Controversies.  The parties agree that any legal proceedings  hereunder
shall be  brought  only in the  courts  of the  State of New York or the  United
States of  America,  sitting  in the  City,  County  and State of New York.

     (f)  Captions.  The  underlined  captions set forth herein are  descriptive
only, and shall not be deemed to be a part of this Agreement.

     (g)  Counterparts.  This Agreement may be executed in counterparts,  all of
which shall form one 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:/s/Nicolo Ottomanelli
                                                 --------------------------
                                                 Nicolo Ottomanelli, President


                                                 SAS VENTURES, INC.


                                              By:/s/Stephan A. Stein
                                                 --------------------------
                                                 Stephan A. Stein, President


                                                 /s/Stephan A. Stein
                                                 ---------------------------
                                                 STEPHAN A. STEIN, Individually