Investor Rights Agreement

     This Investor Rights Agreement (this  "Agreement") is made and entered into
as of _________,  199_ by and among THE  RATTLESNAKE  HOLDING  COMPANY,  INC., a
Delaware corporation (the "Company"), and the stockholders who execute a copy of
this Agreement (individually, an "Investor, and collectively, the "Investors").

                                 R E C I T A L S

     A. The Investors have agreed to purchase from the Company,  and the Company
has agreed to sell to the Investors,  Units (the "Units) consisting of shares of
Series B  Preferred  Stock per value $.01,  of the Company  ("Series B Preferred
Stock") which are convertible into (the  "Conversion  Shares") Common Stock, per
value $.001 of the Company and warrants  (the  "Warrants")  exercisable  for the
purchase of Common Stock of the Company (the "Warrant  Shares") on the terms and
conditions set forth in that certain Confidential Private Placement  Memorandum,
dated October 27, 1998 (the "Memorandum");

     B. Commonwealth  Associates  ("Commonwealth") named herein as an "Investor"
has received  compensation in connection  with the offering  contemplated by the
Memorandum,  including but not limited to,  Units,  Common Stock and Warrants to
purchase  Common  Stock of the Company and is  entitled  to  participate  in the
rights provided hereby.  (The Common Stock issued to Commonwealth,  and issuable
upon conversion of its Preferred Shares and exercise of Warrants held by it, are
referred to collectively as the "Commonwealth Shares").

     C. The Conversion  Shares,  the Warrant Shares and the Commonwealth  Shares
are referred to herein collectively as the "Registrable Securities".

     D. The  Memorandum  provides  that the Investors  shall be granted  certain
information registration rights as more fully set forth herein.

     NOW,  THEREFORE,  in  consideration of the foregoing  recitals,  the mutual
promises hereinafter set forth, and other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

     1. REGISTRATION RIGHTS.

     1.1 Definitions. For purposes of this Section 1:

     (a) Registration.  The terms "register,"  "registered," and  "registration"
refer  to a  registration  effected  by  preparing  and  filing  a  registration
statement in compliance with the Securities Act, and the declaration or ordering
of effectiveness of such registration statement.

<PAGE>
     (b) Registrable  Securities.  The term "Registrable  Securities" shall have
the meaning set forth in recital clause C hereof. Notwithstanding the foregoing,
"Registrable  Securities"  shall exclude any  Registrable  Securities  sold by a
person in a transaction in which rights under this Section 1 are not assigned in
accordance  with this Agreement or any  Registrable  Securities sold in a public
offering,  whether sold pursuant to Rule 144  promulgated  under the  Securities
Act, or in a registered offering, or otherwise.

     (c)  Registrable  Securities  Then  Outstanding.  The  number  of shares of
"Registrable  Securities  then  outstanding"  shall mean the number of shares of
Common Stock of the Company that are Registrable  Securities and are then issued
and outstanding.

     (d) Holder.  For purposes of this Section 1,  the term "Holder" means:  (1)
any person owning of record  Registrable  Securities  that have not been sold to
the public or pursuant to Rule 144 promulgated  under the Securities Act, or (2)
any permitted  assignee of record of such Registrable  Securities to whom rights
under this Section 1 have been duly assigned in accordance with this Agreement.

     (e) SEC.  The term  "SEC" or  "Commission"  means the U.S.  Securities  and
Exchange Commission.

     1.2 Mandatory Registration.

     (a)  Filing.  The Company  shall file a  registration  statement  under the
Securities Act covering the  registration of Registrable  Securities  within six
(6) months from the initial  closing of the sale of the Units,  and use its best
efforts to effect the  registration  within nine (9) months  after the  Original
Issue Date, under the Securities Act, of all Registrable Securities subject only
to the limitations of this Section 1.2.

     (b)  Underwriting.  If  the  Holders  of  a  majority  of  the  Registrable
Securities   ("Initiating   Holders")   intend  to  distribute  the  Registrable
Securities by means of an  underwriting,  then they shall so advise the Company.
In such event, the right of any Holder to include his Registrable  Securities in
such registration shall be conditioned upon such Holder's  participation in such
underwriting  and the inclusion of such Holder's  Registrable  Securities in the
underwriting  (unless otherwise mutually agreed by a majority in interest of the
Initiating  Holders and such Holder) to the extent provided herein.  All Holders
proposing to distribute their securities  through such underwriting  shall enter
into an underwriting  agreement in customary form with the managing  underwriter
or underwriters  selected for such  underwriting by the Holders of a majority of
the Registrable  Securities  being  registered and reasonably  acceptable to the
Company.  Notwithstanding  any  other  provision  of  this  Section 1.2,  if the
underwriter(s) advise(s) the Company in writing that marketing factors require a
limitation of the number of securities to be underwritten then the Company shall
so advise  all  Holders of  Registrable  Securities  which  would  otherwise  be
registered  and  underwritten  pursuant  hereto,  and the number of  Registrable
Securities that may be included in the underwriting shall be reduced as required
by the underwriter(s) and allocated among the Holders of Registrable  Securities
on a pro rata basis  according  to the  number of  Registrable  Securities  then
outstanding  held  by  each  Holder  requesting   registration   (including  the
initiating Holders); provided, however, that the number of shares of Registrable
Securities to be included in such  underwriting  and  registration  shall not be
reduced  unless all other  securities  of the  Company  other  than  Registrable
Securities are first entirely  excluded from the underwriting and  registration.
Any Registrable  Securities  excluded and withdrawn from such underwriting shall
be withdrawn from the registration.

<PAGE>

     (c) One  Mandatory  Registration.  The Company shall be obligated to effect
only one (1) such registration pursuant to this Section 1.2.

     (d) Expenses.  All expenses  incurred in connection  with any  registration
pursuant to this Section 1.2, including without limitation all federal and "blue
sky" registration, filing and qualification fees, printer's and accounting fees,
and  fees  and   disbursements   of  counsel  for  the  Company  (but  excluding
underwriters'  discounts and commissions  relating to shares sold by the Holders
and legal fees of counsel for the Holders),  shall be borne by the Company. Each
Holder  participating in a registration  pursuant to this Section 1.2 shall bear
such Holder's  proportionate  share (based on the total number of shares sold in
such  registration  other than for the account of the Company) of all discounts,
commissions  or other  amounts  payable to  underwriter(s)  or brokers,  and the
Holders'  legal  fees,  in  connection   with  such  offering  by  the  Holders.
Notwithstanding the foregoing,  the Company shall not be required to pay for any
expenses of any  registration  proceeding  begun pursuant to this Section 1.2 if
the registration request is subsequently withdrawn at the request of the Holders
of a majority of the Registrable Securities to be registered, unless the Holders
of a majority of the  Registrable  Securities then  outstanding  agree that such
registration  constitutes  the  use  by  the  Holders  of  the  one  (1)  demand
registration pursuant to this Section 1.2 (in which case such registration shall
also constitute the use by all Holders of Registrable  Securities of the one (l)
such demand registration);  provided,  further,  however, that if at the time of
such  withdrawal,  the Holders have learned of a material  adverse change in the
condition, business, or prospects of the Company not known to the Holders at the
time of their request for such registration and have withdrawn their request for
registration with reasonable  promptness after learning of such material adverse
change,  then the Holders  shall not be required to pay any of such expenses and
such  registration   shall  not  constitute  the  use  of  the  one  (1)  demand
registration pursuant to this Section 1.2.

     1.3  Piggyback  Registrations.  The  Company  shall  notify all  Holders of
Registrable  Securities in writing at least thirty (30) days prior to filing any
registration  statement  under the  Securities  Act for  purposes of effecting a
public  offering of  securities of the Company  (including,  but not limited to,
registration  statements  relating to secondary  offerings of  securities of the
Company,  but excluding  registration  statements  relating to any  registration
under Section 1.2 of this Agreement or to any employee benefit plan, acquisition
or a corporate  reorganization)  and will afford each such Holder an opportunity
to include in such  registration  statement  all or any part of the  Registrable
Securities  then held by such Holder that are not currently  included in another
registration statement. Each Holder desiring to include in any such registration
statement  all or any part of the  Registrable  Securities  held by such  Holder
shall within twenty (20) days after receipt of the  above-described  notice from
the Company,  so notify the Company in writing,  and in such notice shall inform
the  Company of the  number of  Registrable  Securities  such  Holder  wishes to
include in such registration  statement.  If a Holder decides not to include all
of its Registrable  Securities in any registration statement thereafter filed by
the  Company,  such  Holder  shall  nevertheless  continue  to have the right to
include any Registrable  Securities in any subsequent  registration statement or
registration statements as may be filed by the Company with respect to offerings
of its securities, all upon the terms and conditions set forth herein.

<PAGE>

     (a) Underwriting. If a registration statement under which the Company gives
notice under this Section 1.3 is for an underwritten offering,  then the Company
shall so advise the Holders of Registrable Securities.  In such event, the right
of any such Holder's  Registrable  Securities  to be included in a  registration
pursuant  to  this  Section  1.3  shall  be   conditioned   upon  such  Holder's
participation   in  such   underwriting  and  the  inclusion  of  such  Holder's
Registrable  Securities in the underwriting to the extent provided  herein.  All
Holders  proposing  to  distribute  their  Registrable  Securities  through such
underwriting  shall enter into an underwriting  agreement in customary form with
the  managing  underwriter  or  underwriters   selected  for  such  underwriting
(including  a market  stand-off  agreement of up to 180 days if required by such
underwriter  or  underwriters).  Notwithstanding  any  other  provision  of this
Agreement,  if the  managing  underwriter(s)  determine(s)  in good  faith  that
marketing   factors  require  a  limitation  of  the  number  of  shares  to  be
underwritten,  then the  managing  underwriter(s)  may  exclude  shares from the
registration and the underwriting, and the number of shares that may be included
in the  registration  and the  underwriting  shall  be  allocated,  first to the
Company,  and  second,  to each of the  Holders  requesting  inclusion  of their
Registrable  Securities in such registration statement on a pro rata basis based
on the total number of Registrable  Securities then held by each such Holder. If
any Holder  disapproves of the terms of any such  underwriting,  such Holder may
elect  to  withdraw   therefrom  by  written  notice  to  the  Company  and  the
underwriter(s), delivered at least ten (10) business days prior to the effective
date of the  registration  statement.  Any  Registrable  Securities  excluded or
withdrawn  from such  underwriting  shall be  excluded  and  withdrawn  from the
registration.  For any Holder that is a partnership, the Holder and the partners
and retired  partners of such Holder,  or the estates and family  members of any
such partners and retired  partners and any trusts for the benefit of any of the
foregoing persons, and for any Holder that is a corporation,  the Holder and all
corporations that are affiliates of such Holder,  shall be deemed to be a single
"Holder,"  and any pro rata  reduction  with respect to such  "Holder"  shall be
based upon the aggregate amount of shares carrying  registration rights owned by
all  entities  and  individuals  included in such  "Holder,"  as defined in this
sentence.

     (b)  Expenses.  All expenses  incurred in  connection  with a  registration
pursuant to this Section 1.3 (excluding underwriters' and brokers' discounts and
commissions relating to shares sold by the Holders and legal fees of counsel for
the  Holders),   including,  without  limitation  all  federal  and  "blue  sky"
registration,  filing and qualification fees, printers' and accounting fees, and
fees  and  disbursements  of  counsel  for the  Company,  shall  be borne by the
Company.

<PAGE>

     (c) Not Mandatory  Registration.  Registration pursuant to this Section 1.3
shall not be deemed to be a mandatory  registration  as described in Section 1.2
above.  Except as  otherwise  provided  herein,  there  shall be no limit on the
number of times the Holders may request  registration of Registrable  Securities
under this Section 1.3.

     1.4   Obligations  of  the  Company.   Whenever   required  to  effect  the
registration  of any  Registrable  Securities  under this  Agreement the Company
shall, as expeditiously as reasonably possible:

     (a)  Registration  Statement.  Prepare and file with the SEC a registration
statement with respect to such  Registrable  Securities and use its best efforts
to cause such  registration  statement to become effective,  provided,  however,
that the Company shall not be required to keep any such  registration  statement
effective for more than ninety (90) days.

     (b)  Amendments  and  Supplements.  Prepare  and  file  with  the SEC  such
amendments  and  supplements to such  registration  statement and the prospectus
used in  connection  with such  registration  statement  as may be  necessary to
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement.

     (c)  Prospectuses.  Furnish  to the  Holders  such  number  of  copies of a
prospectus,   including  a  preliminary  prospectus,   in  conformity  with  the
requirements  of the  Securities  Act,  and  such  other  documents  as they may
reasonably  request in order to facilitate the  disposition  of the  Registrable
Securities owned by them that are included in such registration.

     (d) Blue Sky. Use its best  efforts to register and qualify the  securities
covered by such  registration  statement under such other securities or Blue Sky
laws of such  jurisdictions  as shall be  reasonably  requested  by the Holders,
provided that the Company shall not be required in connection  therewith or as a
condition thereto to qualify to do business.

     (e) Underwriting.  In the event of any underwritten public offering,  enter
into and perform its obligations  under an  underwriting  agreement in usual and
customary form, with the managing  underwriter(s) of such offering.  Each Holder
participating  in such  underwriting  shall  also  enter  into and  perform  its
obligations under such an agreement.

     (f) Notification.  Notify each Holder of Registrable  Securities covered by
such  registration  statement at any time when a prospectus  relating thereto is
required to be delivered  under the Securities Act of the happening of any event
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.

     1.5  Furnish  Information.  It  shall  be  a  condition  precedent  to  the
obligations  of the Company to take any action  pursuant to Sections 1.2, 1.3 or
1.4 that the  selling  Holders  shall  furnish to the Company  such  information
regarding themselves,  the Registrable Securities held by them, and the intended
method of disposition  of such  securities as shall be required to timely effect
the  Registration  of  their  Registrable  Securities,   by  way  of  a  written
questionnaire fully completed and signed by or on behalf of the selling Holders.

<PAGE>

     1.6 Indemnification.  In the event any Registrable  Securities are included
in a registration statement under Sections 1.2, 1.3 or 1.4:

     (a) By the  Company.  To the extent  permitted  by law;  the  Company  will
indemnify and hold harmless each Holder, the partners, officers and directors of
each Holder,  any  underwriter  (as determined in the  Securities  Act) for such
Holder and each person,  if any, who controls such Holder or underwriter  within
the meaning of the  Securities  Act or the  Securities  Exchange Act of 1934, as
amended, (the "1934 Act"), against any losses,  claims,  damages, or liabilities
(joint or several) to which they may become  subject under the  Securities  Act,
the 1934 Act or other  federal or state 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 prospectus
or final prospectus contained therein 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 to make the statements  therein not
misleading,  or (iii) any  violation or alleged  violation by the Company of the
Securities Act, the 1934 Act, any federal or state securities law or any rule or
regulation  promulgated under the Securities Act, the 1934 Act or any federal or
state   securities  law  in  connection  with  the  offering   covered  by  such
registration  statement;  and the  Company  will  reimburse  each  such  Holder,
partner, officer or director, underwriter or controlling person for any legal or
other  expenses  reasonably  incurred by them, as incurred,  in connection  with
investigating or defending any such loss,  claim,  damage,  liability or action;
provided, however, that the indemnity agreement contained in this Section 1.7(a)
shall not apply to amounts paid in settlement of any such loss,  claim,  damage,
liability or action if such  settlement  is effected  without the consent of the
Company  (which  consent  shall  not be  unreasonably  withheld),  nor shall the
Company be liable 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  furnished
expressly for use in connection  with such  registration by or on behalf of such
Holder, partner,  officer,  director,  underwriter or controlling person of such
Holder.

     (b) By Selling Holders. To the extent permitted by law, each selling Holder
will indemnify and hold harmless the Company, each of its directors, each of its
officers who have signed the registration  statement,  each person,  if any, who
controls the Company within the meaning of the Securities  Act, any  underwriter
and any other Holder selling securities under such registration statement or any
of such  other  Holder's  partners,  directors  or  officers  or any  person who
controls such Holder within the meaning of the  Securities  Act or the 1934 Act,
against any losses,  claims,  damages or liabilities (joint or several) to which
the Company or any such director,  officer,  controlling person,  underwriter or
other such Holder,  partner or director,  officer or controlling  person of such
other Holder may become subject under the Securities  Act, the 1934 Act or other
federal or state law, insofar as such losses, claims, damages or liabilities (or
actions in respect  thereto)  arise out of or are based upon any  Violation,  in
each case to the extent (and only to the extent) that such  Violation  occurs in
reliance  upon and in  conformity  with written  information  furnished by or on
behalf of such Holder  expressly for use in connection  with such  registration;
and each such  Holder  will  reimburse  any legal or other  expenses  reasonably
incurred  by the  Company or any such  director,  officer,  controlling  person,
underwriter or other Holder, partner, officer, director or controlling person of
such other Holder in connection with  investigating  or defending any such loss,
claim,  damage,  liability  or action:  provided,  however,  that the  indemnity
agreement  contained in this  Section  1.7(b) shall not apply to amounts paid in
settlement  of any  such  loss,  claim,  damage,  liability  or  action  if such
settlement  is effected  without the consent of the Holder,  which consent shall
not be  unreasonably  withheld;  and provided,  further,  that the total amounts
payable in indemnity  by a Holder  under this  Section  1.7(b) in respect of any
Violation  shall not exceed the gross  proceeds  received  by such Holder in the
registered offering out of which such Violation arises.

<PAGE>

     (c)  Notice.  Promptly  after  receipt by an  indemnified  party under this
Section  1.7  of  notice  of  the  commencement  of any  action  (including  any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying  party under this Section 1.7, deliver to
the  indemnifying  party a written  notice of the  commencement  thereof and the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  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  representation  of such indemnified party by the
counsel retained by the indemnifying  party would be inappropriate due to actual
or likely  conflict of interests  between such  indemnified  party and any other
party  represented  by such counsel in such  proceeding.  The failure to deliver
written  notice  to the  indemnifying  party  within  a  reasonable  time of the
commencement  of any  such  action  shall  relieve  such  indemnifying  party of
liability  to the  indemnified  party  under this  Section 1.7 to the extent the
indemnifying  party is  prejudiced as a result  thereof,  but the omission so to
deliver  written  notice to the  indemnified  party  will not  relieve it of any
liability that it may have to any  indemnified  party  otherwise than under this
Section 1.7.

     (d)  Defect  Eliminated  in  Final  Prospectus.   The  foregoing  indemnity
agreements of the Company and Holders are subject to the condition that, insofar
as they relate to any Violation made in a preliminary  prospectus but eliminated
or  remedied  in the  amended  prospectus  on file  with the SEC at the time the
registration  statement in question becomes effective or the amended  prospectus
filed with the SEC  pursuant to SEC Rule 424(b) (the "Final  Prospectus"),  such
indemnity  agreement  shall not inure to the  benefit of any person if a copy of
the Final Prospectus was timely  furnished to the indemnified  party and was not
furnished to the person  asserting  the loss,  liability,  claim or damage at or
prior to the time such action is required by the Securities Act.

     (e) Contribution.  In order to provide for just and equitable  contribution
to joint  liability under the Securities Act in any case in which either (i) any
Holder exercising rights under this Agreement,  or any controlling person of any
such Holder, makes a claim for indemnification  pursuant to this Section 1.7 but
it is  judicially  determined  (by the entry of a final  judgment or decree by a
court of  competent  jurisdiction  and the  expiration  of time to appeal or the
denial  of the last  right  of  appeal)  that  such  indemnification  may not be
enforced in such case  notwithstanding  the fact that this  Section 1.7 provides
for indemnification in such case, or (ii) contribution  under the Securities Act
may be required on the part of any such selling  Holder or any such  controlling
person in  circumstances  for  which  indemnification  is  provided  under  this
Section 1.7;  then,  and in each such case,  the  Company  and such  Holder will
contribute to the aggregate losses, claims, damages or liabilities to which they
may be subject (after  contribution from others) in such proportion so that such
Holder is responsible  for the portion  represented  by the percentage  that the
public  offering price of its Registrable  Securities  offered by and sold under
the registration  statement bears to the public offering price of all securities
offered by and sold under such registration statement, and the Company and other
selling Holders are responsible for the remaining  portion;  provided,  however,
that, in any such case:  (A) no such Holder will be required to  contribute  any
amount in excess of the public offering price of all such Registrable Securities
offered and sold by such Holder pursuant to such registration statement; and (B)
no person or entity guilty of fraudulent  misrepresentation  (within the meaning
of Section 11(f) of the Securities  Act) will be entitled to  contribution  from
any person or entity who was not guilty of such fraudulent misrepresentation.

<PAGE>

     (f) Survival. The obligations of the Company and Holders under this Section
1.7 shall survive until the third  anniversary of the completion of any offering
of  Registrable  Securities  in a  registration  statement,  regardless  of  the
expiration of any statutes of limitation or extensions of such statutes.

     1.7. Rule 144  Reporting.  With a view to making  available the benefits of
certain rules and regulations of the SEC that may at any time permit the sale of
shares of Common Stock to the public without registration,  after such time as a
public market exists for the Common Stock of the Company, the Company agrees to:

     (a) Use its best efforts to  facilitate  the sale of shares of Common Stock
to the  public,  without  registration  under the  Securities  Act,  pursuant to
Rule 144  under the  Securities  Act,  provided  that this shall not require the
Company to file  reports  under the  Securities  Act or the 1934 Act at any time
prior to the Company's being otherwise required to file such reports;

     (b)  Make  and keep  public  information  available,  as  those  terms  are
understood  and defined in Rule 144  under the Securities Act at all times after
ninety (90) days after the effective  date of the first  registration  under the
Securities  Act filed by the Company for an  offering of its  securities  to the
general public;

     (c) File with the  Commission  in a timely  manner  all  reports  and other
documents  required of the Company under the Securities Act and the 1934 Act (at
any time after it has become subject to such reporting requirements);

     (d) During any period in which the Company is not subject to  Section 13 or
15(d) of the 1934 Act, make available the information required to be provided by
Rule 144A(d)(4);

     (e) So long as a Holder owns any shares of Common  Stock  which  constitute
restricted  securities  under  Rule 144,  furnish to the Holder  forthwith  upon
request  a  written  statement  by the  Company  as to its  compliance  with the
reporting  requirements  of said Rule 144 and of the Securities Act and the 1934
Act, a copy of the most recent  annual or quarterly  report of the Company,  and
such  other  reports  and  documents  so filed by the  Company  as a Holder  may
reasonably  request  in  availing  itself  of  any  rule  or  regulation  of the
Commission allowing a Holder to sell any such securities without registration.

     1.8  Termination  of the Company's  Obligations.  The Company shall have no
obligations  pursuant to Section 1 with  respect to any  Registrable  Securities
proposed to be sold by a Holder in a  registration  pursuant to Section 1.2, 1.3
or 1.4 more than five (5) years after the date of this Agreement, or, if, in the
opinion of counsel to the Company,  such Registrable  Securities  proposed to be
sold by a Holder  may then be sold  under  Rule 144 in one  transaction  without
exceeding the volume limitations thereunder.

     2. RESTRICTIONS ON TRANSFER.

     2.1  Restrictions on  Transferability.  For purposes of this Section 2, the
term  "Transfer"  shall  mean a sale,  assignment,  encumbrance,  gift,  pledge,
hypothecation  or other  disposition of the Shares or other any interest therein
and the term  "Affiliate"  shall  mean,  with  respect  to any person or entity,
another  person or entity  that  directly,  or  indirectly  through  one or more
intermediaries,  controls or is controlled  by, or is under common  control with
such person or entity.  The Series B Preferred  Stock or  Conversion  Shares and
Registrable  Securities shall not be Transferred except upon compliance with the
provisions  of the  Securities  Act, the  Certificate  of  Incorporation  of the
Company (the  "Certificate")  and this Agreement,  and any attempted Transfer of
any of the  same  other  than  in  accordance  with  the  terms  hereof  and the
Certificate is void ab initio and transfers no right, title or interest in or to
such  Securities,  whether now owned or  hereafter  acquired,  to the  purported
transferee,  buyer,  donee,  assignee or encumbrance  holder. Each party to this
Agreement  will  cause any  proposed  transferee  (other  than a  transferee  of
securities  sold  pursuant to a  registration  or pursuant to Rule 144 under the
Securities  Act) of such  securities  to agree to take and hold such  securities
subject to the provisions  and upon the  conditions  specified in this Agreement
and in the Certificate.

<PAGE>

     2.2 Restrictive  Legends.  Each certificate  representing (i) the Preferred
Shares or (ii) any Registrable Securities,  that is held by a party hereto shall
be stamped or otherwise  imprinted with legends  substantially  in the following
form (in  addition to any legend  required  under  applicable  state  securities
laws):

     "THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT").  THE SECURITIES MAY NOT BE SOLD OR
OFFERED  FOR  SALE  OR  OTHERWISE  DISTRIBUTED  EXCEPT  IN  CONJUNCTION  WITH AN
EFFECTIVE  REGISTRATION  STATEMENT  FOR THE  SECURITIES  UNDER  THE  ACT,  OR IN
COMPLIANCE  WITH  RULE 144 OR  PURSUANT  TO  ANOTHER  EXEMPTION  THEREFROM.  THE
SECURITIES ARE ALSO SUBJECT TO PROVISIONS OF THE  CERTIFICATE  OF  INCORPORATION
AND AN INVESTOR RIGHTS  AGREEMENT,  WHICH CONTAIN  RESTRICTIONS  ON TRANSFER AND
CERTAIN  VOTING  AGREEMENTS.  COPIES  OF THE  CERTIFICATE  AND THE  STOCKHOLDERS
AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF THE COMPANY.

     2.3 Notice of Proposed Transfers;  Securities Law Compliance.  Prior to any
proposed  Transfer of any Preferred  Shares or  Registrable  Securities,  unless
there is in effect a  registration  statement  under the Securities Act covering
the proposed  Transfer,  the Holder  thereof  shall give  written  notice to the
Company of such  Holder's  intention to effect such  Transfer.  Each such notice
shall  describe  the  manner  and  circumstances  of the  proposed  Transfer  in
sufficient  detail,  and shall be accompanied by either (i)a written  opinion of
legal counsel who shall be reasonably  satisfactory to the Company  addressed to
the Company and reasonably  satisfactory  in form and substance to the Company's
counsel,  to the effect that the  proposed  Transfer of such  securities  may be
effected  without  registration  under the  Securities  Act,  (ii) a "no action"
letter  from the staff of the SEC to the effect  that the  distribution  of such
securities  without  registration will not result in recommendation by the staff
of the SEC that  action be taken  with  respect  thereto,  or (iii)  such  other
showing that may be  reasonably  satisfactory  to legal  counsel to the Company,
whereupon  the Holder of such  securities  shall be entitled  to  Transfer  such
securities in accordance with the terms of the notice delivered by the Holder to
the Company.  Notwithstanding  the foregoing,  the  requirements of clauses (i),
(ii),  or  (iii) above  need not be  satisfied  with  respect  to the  following
transactions:  (A) transactions  in  compliance  with  Rule  144 so  long as the
Company is furnished with  satisfactory  evidence of compliance  with such Rule;
(B) Transfers by a Holder which is a partnership to a general  partner,  limited
partner,  employee or affiliate of such partnership or a retired partner of such
partnership  who  retires  after the date  hereof,  or to the estate of any such
partner or retired partner;  (C) Transfers by a Holder which is a corporation to
any  wholly-owned   subsidiary  or  parent  of  such  corporation,   or  to  any
corporation, entity or other person which is an Affiliate of any such Holder.

     3. ASSIGNMENT AND AMENDMENT.

     3.1  Assignment.  Notwithstanding  anything  herein  to the  contrary,  the
registration  rights of the Investor  under  Section 1 hereof may be assigned to
any  Holder;  provided,  however,  that  no  party  may be  assigned  any of the
foregoing  rights  unless the Company is given  written  notice by the assigning
party at the  time of such  assignment  stating  the  name  and  address  of the
assignee and identifying the securities of the Company as to which the rights in
question are being assigned;  and provided  further that any such assignee shall
receive such  assigned  rights  subject to all the terms and  conditions of this
Agreement, including without limitation the provisions of this Section 3.

<PAGE>

     3.2 Amendment of Rights. Any provision of this Agreement may be amended and
the  observance  thereof  may be waived  (either  generally  or in a  particular
instance  and either  retroactively  or  prospectively),  only with the  written
consent of the Company and the Holders of majority of the Registrable Securities
then  outstanding.  Any  amendment or waiver  effected in  accordance  with this
Section 3.2 shall be binding  upon the  Investor,  each Holder,  each  permitted
successor or assignee of such Investor or Holder and the Company.

     4. GENERAL PROVISIONS.

     4.1.  Notices.  Except as may be otherwise  provided  herein,  all notices,
requests, waivers and other communications made pursuant to this Agreement shall
be in writing and shall be conclusively  deemed to have been duly given (a) when
hand  delivered to the other party;  (b) when received when sent by facsimile at
the address and number set forth on Exhibit A hereto;  (c) three  business  days
after  deposit  in the U.S.  mail with first  class or  certified  mail  receipt
requested  postage  prepaid and addressed to the relevant  party as set forth on
the  signature  page hereto;  or (d) the next  business day after deposit with a
national overnight delivery service,  postage prepaid,  addressed to the parties
as set forth below with next-business-day delivery guaranteed, provided that the
sending party  receives a  confirmation  of delivery  from the delivery  service
provider.

     Each person making a  communication  hereunder by facsimile  shall promptly
confirm by telephone to the person to whom such communication was addressed each
communication  made by it by facsimile  pursuant  hereto but the absence of such
confirmation  shall not affect the validity of any such  communication.  A party
may change or supplement  the  addresses  given above,  or designate  additional
addresses,  for purposes of this  Section 4.1 by giving the other party  written
notice of the new address in the manner set forth above.

     4.2  Entire  Agreement.  This  Agreement,  together  with all the  Exhibits
hereto,  constitutes and contains the entire agreement and  understanding of the
parties with respect to the subject  matter  hereof and  supersedes  any and all
prior  negotiations,   correspondence,  agreements,  understandings,  duties  or
obligations between the parties respecting the subject matter hereof.

     4.3  Governing  Law.  This  Agreement  shall be governed  by and  construed
exclusively  in  accordance  with the  internal  laws of the  State of New York,
excluding that body of law relating to conflict of laws and choice of law except
as to corporate matters governed by the laws of the State of Delaware.

     4.4  Severability.  If one or more provisions of this Agreement are held to
be unenforceable  under applicable law, then such provision(s) shall be excluded
from this Agreement and the balance of this Agreement shall be interpreted as if
such  provision(s)  were so excluded and shall be enforceable in accordance with
its terms.

<PAGE>

     4.5 Third  Parties.  Nothing  in this  Agreement,  express or  implied,  is
intended  to confer upon any  person,  other than the  parties  hereto and their
permitted  successors and assigns,  any rights or remedies under or by reason of
this Agreement.

     4.6  Successors and Assigns.  Subject to the  provisions of Section 3,  the
provisions of this Agreement shall inure to the benefit of, and shall be binding
upon, the successors and permitted assigns of the parties hereto.

     4.7 Captions. The captions to sections of this Agreement have been inserted
for identification and reference purposes only and shall not be used to construe
or interpret this Agreement.

     4.8 Counterparts.  This Agreement may be executed in counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.

     4.9 Adjustments for Stock Splits,  Etc. Wherever in this Agreement there is
a reference  to a specific  number of  Preferred  Shares or Common  Stock of the
Company,  then,  upon the  occurrence of any  subdivision,  combination or stock
dividend of Preferred  Shares or Common Stock,  the specific number of shares so
referenced in this Agreement shall  automatically be proportionally  adjusted to
reflect the affect on the outstanding shares of such class or series of stock by
such subdivision, combination or stock dividend.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date and year first above written

INVESTOR                                      THE RATTLESNAKE  HOLDING CO. INC.

-----------------------                       ---------------------------
By:                                           By:
Name:                                         Name:
Title:
Address: 439 East 82nd Street
New York, NY 10028                            Address: _______________________