LICENSE AGREEMENT


     AGREEMENT  is made as of the  26th  day of  February,  1998 by and  between
OTTOMANELLI BROS., LTD., a New York corporation ("Licensor") and THE RATTLESNAKE
HOLDING COMPANY, INC., a Delaware corporation ("Licensee").

                                    RECITALS

     Licensor is the owner of the  trademark  "Ottomanelli's  Cafe",  registered
with the  United  States  Patent  and  Trademark  Office  on June 6,  1989,  No.
1,543,074 (the "Trademark"). A copy of the registration is enclosed.

     Licensor  has  developed  substantial   goodwill,   reputation  and  public
recognition   associated  with  and  identified  by  the  Trademark  which  have
substantial  value  and  which  have  been  used  in  connection  with  sit-down
restaurants.

     Licensee  desires to obtain a license to use the  Trademark  in  connection
with all of the purposes for which the same may lawfully be used (the "Permitted
Uses").

     Licensor  desires to grant to Licensee said license in accordance  with the
terms and subject to the conditions of this Agreement.

     NOW, THEREFORE, the parties agree as follows:

     1. GRANT OF TRADEMARK LICENSE

     1.1.  Licensor  hereby grants to Licensee,  and Licensee hereby accepts the
sole and  exclusive  license (the  "License") to use the Trademark in connection
with the Permitted Uses in the Territory (as hereinafter defined).

     1.2. The License is intended to be an exclusive  license,  and,  during the
Term  (as  hereinafter  defined)  of the  License,  Licensor  shall  not use the
Trademark or authorize  any person other than  Licensee to use the Trademark for
any purpose whatsoever.

     2. TERM AND TERRITORY

     2.1 The term (the "Term") of the License shall  commence on the date hereof
and shall  continue  for so long as  Licensor  has any rights in the  Trademark,
except for an earlier termination of the Term as provided herein.

     2.2. The territory  (the  "Territory")  in which the License can be used is
the United States of America and any other  jurisdiction in which Licensor has a
right to use the Trademark.

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     2.3.  During the Term,  Licensor  shall refer to Licensee  all requests and
inquiries relating to the use of the Trademark.

     3. FEES AND ROYALTIES

     In  consideration  for the License  herein  granted,  Licensee shall pay to
Licensor contemporaneously herewith the sum often ($10.00) dollars. No other fee
or royalty shall be payable during the Term of this Agreement.

     4. OPERATING STANDARDS

     To  protect  the  Licensor's  rights  in the  Trademark  and  the  goodwill
associated  therewith,  Licensee shall at Licensee's  expense during the Term of
this Agreement:

     4.1.  Maintain any premises  ("Premises")  displaying the Trademark and all
fixtures, furnishings, signs and equipment, including the parking areas, in good
condition and in conformity with established standards of sanitation, safety and
repair,  including,  without limitation,  such periodic  repainting,  repairs or
replacements as may be required because of damage and normal wear and tear;

     4.2.  Operate the Premises in  conformity  with high  standards of quality,
service and sanitation.

     4.3.  Allow the Licensor and its  representatives  the right to inspect the
operation of the Premises during business or non-business hours;

     4.4.  Correct any  deficiencies  detected  during  Licensor's  inspections,
including, without limitation,  refraining from the future use of any items that
do not conform with the provisions of this Section 4.

     4.5. Use all such indicia of registration and notices of registrations  and
of the relationship  between the parties,  as Licensor may reasonably require in
conjunction with Licensee's use of the Trademark.

     4.6 Use the Trademark only with products of high quality.

     47 Comply with all other  requirements  of all applicable  Federal,  state,
county or city statutes,  ordinances or regulations applicable to the operations
and product sales associated with the Trademark.

     4.8 Not take any action to bring the name "Ottomanelli" into disrepute.

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     5. GOODWILL AND RIGHTS ASSOCIATED WITH THE TRADEMARK

     5.1.  Licensee  recognizes  the value of the goodwill  associated  with the
Trademark and  acknowledges  that the  Trademark and all rights  therein and the
goodwill pertaining thereto belong exclusively to Licensor.  Licensee agrees not
to commit any act or omission adverse or injurious to said rights.

     5.2. Licensee agrees that Licensee shall not at any time acquire any rights
in the Trademark by virtue of any use Licensee may make of the Trademark.

     5.3. Licensee agrees to cooperate fully and in good faith with Licensor for
the purpose of securing, preserving, and protecting Licensor' s rights in and to
the Trademark.

     5.4.  Licensee shall have the right, but shall not be under any obligation,
to use the License.

     5.5. Licensee  acknowledges and admits that there may be no adequate remedy
at law for a breach of this Agreement by Licensee,  and agrees that in the event
of such  breach,  Licensor  shall be  entitled  to  equitable  relief  by way of
temporary  and  permanent  injunction  and such other and further  relief as any
court with jurisdiction may deem just and proper.

     5.6.  Licensee  shall  report to Licensor in writing  any  infringement  or
limitation of the Trademark of which Licensee becomes aware. Licensor shall have
the  initial  right to  determine  whether  to  institute  litigation  upon such
infringements  as well as the  selection  of counsel.  Licensor  may commence or
prosecute any claims or suits for the  infringement  of the Trademark in its own
name or the name of the  Licensee or join  Licensee as party  thereto.  Licensor
shall bear the cost of such  litigation and shall be entitled to keep the entire
amount of any  recovery  therefrom.  If  Licensor  brings an action  against any
infringer of the  Trademark,  Licensee  shall  cooperate  with Licensor and lend
whatever  assistance  Licensee  can or is  necessary m the  prosecution  of such
litigation,  and  Licensor  shall  reimburse  Licensee  for  its  out of  pocket
expenses, if any. If Licensor decides not to institute such litigation, Licensee
is authorized to institute  such  litigation,  in which event  Licensee shall be
solely  responsible  for the costs of such  litigation  and shall be entitled to
keep any recovery therefrom.

     5.7.  Licensee shall not contest or deny the validity or  enforceability of
the Trademark or oppose or seek to cancel any registration  thereof by Licensor,
or aid or abet others in doing so, either  during the Term of this  Agreement or
at any time thereafter.

     5.8 During the Term, Licensor shall, at its sole cost and expense, maintain
in effect the United  States Patent and Trademark  Office  registration  for the
Trademark.

     5.9 Licensee shall have the right to record and register the license herein
granted,  and  otherwise to make  appropriate  application  to the United States
Patent  and  Trademark  Office  with  respect  to its  right as a  permitted  or
registered user of the Trademark as set forth in this Agreement. Licensor agrees
to join in any such  registration or application and to execute all documents as
may reasonably be required by Licensee in connection therewith,  at the cost and
expense of  Licensee.  Copies of all  relevant  documents  shall be  provided to
Licensor.

<PAGE>

     6. REPRESENTATIONS AND WARRANTIES OF LICENSOR

     6.1. Licensor hereby represents and warrants to Licensee as follows:

     6.1.1.  Licensor is the owner of the Trademark free and clear of all liens,
claims  and  encumbrances,  and has the  sole  and  exclusive  right  to use the
Trademark within the Territory.

     6.1.2. The Trademark does not, to Licensor's  knowledge,  infringe upon the
rights of any third  person  with  respect  to the use of the  Trademark  in the
Territory,  and Licensor has not received  notice of any claim of  infringement,
and does not have any knowledge of any use of the Trademark within the Territory
by any unauthorized person.

     6.1.3. There are no actions,  suits,  proceedings or investigations pending
or  threatened  against or  affecting  the  Trademark in any court or before any
governmental department, commission, board, bureau, agency or instrumentality in
the Territory.

     6.1.4 Licensor has full corporate  power and authority to enter into and to
perform this  Agreement,  and this  Agreement  has been duly  authorized  by all
requisite  corporate  action on the part of Licensor and is enforceable  against
Licensor in accordance with its terms.

     6.2. Licensor shall indemnify  Licensee from and against any and all causes
of action,  claims,  losses and expenses (including  reasonable counsel fees) in
connection  with or arising  out of a breach of any of the  representations  and
warranties set forth in this Section 6.

     7. DEFAULT AND TERMINATION

     7.1.  Licensor  shall have the right to  terminate  the Term of the License
upon a material breach of this Agreement by Licensee. Licensor may terminate the
Term of the  License  only upon  sixty  (60) days'  written  notice to  Licensee
setting forth the material  breach  complained  of. If Licensee  shall cure said
breach  prior to the end of such  period,  said right to  terminate  the License
shall cease;  provided,  however, that if, because of the nature of said breach,
Licensee  shall be unable to cure the same  within  said sixty (60) day  period,
Licensee shall be given such  additional  time as shall be reasonably  necessary
within which to cure said breach,  upon  condition  that  Licensee  shall,  upon
receipt of such notice from Licensor,  immediately  commence to cure such breach
and  continue  to use its best  efforts to effect  such cure until such cure has
been completed.

     7.2. Notwithstanding Section 6.1, the Term of the License shall immediately
terminate.

     7.2.1. If Licensee shall purport to assign or otherwise  sell,  transfer or
encumber the License,  the rights of Licensee  hereunder,  the  Trademark or any
interest  in any of the  foregoing,  other than as herein  expressly  permitted,
without the written consent of Licensor as herein provided.

     7.2.2.  In the event that Licensee shall be  adjudicated  bankrupt or shall
make an assignment for the benefit of creditors.

<PAGE>

     8. OBLIGATIONS AND RIGHTS OF PARTIES UPON TERMINATION OR EXPIRATION

     8.1. In the event of expiration or  termination of the Term of the License,
whether by reason of default,  lapse or time,  or other  cause,  Licensee  shall
forthwith discontinue the use of the Trademark, and shall not thereafter use, in
any manner, or for any purpose, directly or indirectly,  any of the same, or any
trademark or symbols deceptively similar thereto.

     8.2. The  expiration  or  termination  of the Term of the License  shall be
without prejudice to any other rights or claims or Licensor against Licensee, or
any other remedy available to it, or relieve  Licensee of any obligations  which
by their nature survive the expiration or termination of the License.

     9. GENERAL TERMS AND CONDITIONS

     9.1. Captions used in this Agreement are for convenience only and are not a
part of the terms hereof.

     9.2. No amendment or other modification of this Agreement shall be valid or
binding on either party  hereto,  unless  reduced to writing and executed by the
parties hereto.

     9.3 The parties  hereto are  independent  and  neither  party is the agent,
joint  venturer,  partner or employee of the other,  and  Licensor  shall not be
obligated by any agreements,  representations  or warranties made by Licensee to
any person, nor with respect to other action of Licensee,  nor shall Licensor be
obligated for any damages to any person  whether  caused by  Licensee's  action,
failure to act, negligence, or willful conduct.

     9.4.  No waiver  by either  party of any  breach or series of  breaches  or
defaults in performance by the other party, and no failure,  refusal, or neglect
to exercise any right,  power or option  given to either  party  hereunder or to
insist upon strict  compliance with or performance of the obligations under this
Agreement,  shall  constitute a waiver of the  provisions of this Agreement with
respect to any subsequent  breach thereof or a waiver by such party of its right
at any  time  thereafter  to  require  exact  and  strict  compliance  with  the
provisions thereof.

     9.5. This Agreement shall be governed and construed under and in accordance
with the laws of the State of New York.

     9.6 All  provisions  of  this  Agreement  shall  be  severable  and no such
provision  shall be affected by the invalidity of any other such provision shall
be affected by the  invalidity  of any other such  provision  to the extent that
such invalidity does not also render such other provision invalid.  In the event
of the  invalidity of any provision of this  Agreement,  it shall be interpreted
and enforced as if all provisions  thereby  rendered  invalid were not contained
herein.  If  any  provision  of  this  Agreement  shall  be  susceptible  of two
interpretations,  one of which would render the provision  invalid and the other
of which would cause the provision to be valid,  such provision  shall be deemed
to have the meaning which would cause it to be valid.

<PAGE>

     9.7 In the event that any suit or action shall be commenced by either party
to enforce any right or obligation hereunder,  the prevailing party in such suit
or action  shall be  entitled  to recover  the costs  incurred  by such party in
connection therewith, including reasonable attorneys' fees.

     9.8 The  License  shall  not be  assigned  or  sublicensed  except  only as
expressly set forth below:

     9.8.1  Licensee may  sublicense  the License to any  subsidiary of which it
maintains  ownership  of a majority of the  capital  stock and the power to vote
two-thirds or more of its voting stock.

     9.8.2  Licensee may assign the License only in connection  with the sale of
all or  substantially  all of its assets,  and the  assignee  shall  assume,  in
writing, the obligation of the assignor hereunder.

     9.8.3  Notwithstanding  the  foregoing,  so long as Licensee  maintains the
ownership of a majority of the capital stock of  Ottomanelli's  Cafe Franchising
Corp.  ("Franchise  Corp."),  Franchise  Corp.  may  sublicense the Trademark to
franchisees  of  Franchise  Corp.  in  accordance  with its  normal  franchising
business practices.

     9.9 This License  Agreement was entered into  pursuant to a  Reorganization
Agreement,  dated August 21, 1997 between  Licensee  and certain  affiliates  of
Licensor,  as amended by a  Modification  Agreement of even date  herewith  (the
"Reorganization  Agreement").  If pursuant to Section 2(d) of the Reorganization
Agreement,  the  affiliates  of the Licensor  named therein elect to rescind the
transactions  contemplated  by the  Reorganization  Agreement,  the  Term of the
License shall  immediately  terminate,  and no separate action shall be required
hereunder.

     IN WITNESS THEREOF, the parties have executed this Agreement as of the date
first indicated above.

                                                  OTTOMANELLI BROS., LTD.


                                        By:      /s/ Nicolo Ottomanelli
                                                 --------------------------
                                                 Nicolo Ottomanelli



                                                  THE RATTLESNAKE HOLDING
                                                       COMPANY, INC.

                                         By:      /s/ Louis Malikow
                                                  --------------------------
                                                  Louis Malikow, President