EMPLOYMENT AGREEMENT


     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").

                                   WITNESSETH:

     WHEREAS,  the Company and its  subsidiaries  are engaged in the business of
developing and operating a chain of casual dining restaurants; and

     WHEREAS, the Company has agreed,  pursuant to the terms of a Reorganization
and  Stock  Exchange  Agreement,  dated  August  21,  1998,  as  modified  by  a
Modification Agreement of even date herewith ("Reorganization Agreement"), among
the Company,  the Employee and certain other parties, to acquire the Ottomanelli
Corporations (as defined therein);

     WHEREAS,  it is a  condition  to  the  Reorganization  Agreement  that  the
Employee and the Company enter into this Employment Agreement.

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

                                    SECTION 1
                                   EMPLOYMENT

     Subject to and upon the terms and conditions of this Agreement, the Company
hereby  agrees to employ the  Employee,  and the  Employee  hereby  accepts such
employment as President and Chief  Executive  Officer of the Company and each of
its subsidiaries.

                                    SECTION 2
                                     DUTIES

     2.1 The Employee shall, during the term of his employment with the Company,
and subject to the direction  and control of the  Company's  Board of Directors,
perform  such  duties and  functions  as is  customary  for the Chief  Executive
Officer of the Company.

     2.2 The Employee agrees to devote full business time and reasonable efforts
in the performance of his duties for the Company and any subsidiary  corporation
of the Company.

     2.3 The Employee  shall perform the  following  services and duties for the
Company and its subsidiary corporations:

     (i) Those duties attendant to the position with the Company for which he is
hired;

     (ii) Guide and direct management in the development,  production, promotion
and sale of the Company's products and services.

<PAGE>

     (iii) Establish  operating  policies  consistent with the broad policies of
the Board of Directors and objectives and ensure their execution.

     2.4 In the event that the Company  achieves at least  $1,000,000  EBITA for
the first full fiscal year after the date  hereof,  then the  Employee  shall be
elected by the Board of Directors to the position of Chairman in addition to his
other positions.

     2.5 Employee  shall be based in the New York  metropolitan  area, and shall
undertake such occasional  travel,  within or without the United States as is or
may be reasonably necessary in the interest of the Company.

                                    SECTION 3
                                  COMPENSATION

     3.1 Commencing  the date hereof and during the term hereof,  Employee shall
be compensated at the rate of $150,000.00 per annum (the "Base  Salary"),  which
shall be paid to Employee  in  accordance  with the  Company's  regular  payroll
periods and which shall increase from time to time as the Board of Directors may
determine  from time to time.  During  the term  hereof  the  Employee  shall be
entitled to annual base salary  increases of at least 10% per annum of the prior
year's Base Salary.

     3.2 Employee shall be entitled to receive  bonuses from time to time as may
be determined by the Board of Directors.

     3.3  Employee  may receive such other  additional  compensation,  including
incentive stock options,  as may be determined from time to time by the Board of
Directors.  Nothing  herein shall be deemed or construed to require the board to
award any bonus or additional compensation.

     3.4 The Company  shall  deduct from  Employee's  compensation  all federal,
state and local taxes which it may now or may hereafter be required to deduct.

                                    SECTION 4
                                    BENEFITS

     4.1 During the term hereof,  the Company  shall (i) provide  Employee  with
group  health care and  insurance  benefits as generally  made  available to the
Company's senior management; (ii) provide such other insurance benefits obtained
by the Company, and made generally available to the Company's senior management;
(iii) reimburse the Employee, upon presentation of appropriate vouchers, for all
reasonable  business  expenses incurred by the Employee on behalf of the Company
upon presentation of suitable documentation.

     4.2 In the event the Company wishes to obtain Key Man life insurance on the
life of Employee,  Employee  agrees to cooperate  with the Company in completing
any applications  necessary to obtain such insurance and promptly submit to such
physical  examinations  and furnish such  information as any proposed  insurance
carrier any request.

     4.3 For each year of the term  hereof,  Employee  shall be entitled to four
weeks of paid vacation.

<PAGE>

                                    SECTION 5
                                 NON-DISCLOSURE

     The  Employee  shall  not,  at any time  during  or for one year  after the
termination of his employment hereunder except when acting on behalf of and with
the  authorization  of the  Company,  make  use of or  disclose  to any  person,
corporation,  or other entity, for any purpose  whatsoever,  any trade secret or
other  confidential  information  concerning the Company's  business,  finances,
marketing,  restaurant operations and future expansion and business plans of the
Company and its subsidiaries, or any other nonpublic business information of the
Company  and/or  its  subsidiaries   learned  as  a  consequence  of  Employee's
employment  with  the  Company  (collectively  referred  to as the  "Proprietary
Information").   For  the  purposes  of  this   Agreement,   trade  secrets  and
confidential  information  shall mean  information  disclosed to the Employee or
known by him as a consequence of his  employment by the Company,  whether or not
pursuant  to this  Agreement,  and not  generally  known  in the  industry.  The
Employee  acknowledges  that  trade  secrets  and  other  items of  confidential
information, as they may exist from time to time, are valuable and unique assets
of the  Company,  and  that  disclosure  of any  such  information  would  cause
substantial injury to the Company.

                                    SECTION 6
                                      TERM

     This Agreement  shall be for a term  commencing on the date first set forth
above and terminating  February 25, 2002, unless sooner  terminated  pursuant to
the terms  hereof,  and  renewable  as provided for herein,  for one  additional
period of one year.  The  Company  agrees to notify  Employee  in writing of its
intent to negotiate an  extension  of this  Agreement  three months prior to the
expiration  of the  original  term  hereof.  If the  Company  fails to so notify
Employee,  or after having timely notified  Employee of its intention to extend,
fails to reach  agreement  with  Employee on the terms of such  extension,  this
Agreement shall be renewable,  at the option of the Employee,  for an additional
period of one year from the  expiration  of the original  term,  except that the
Employee's base salary shall be increased 10% above the prior year.

                                    SECTION 7
                             DISABILITY DURING TERM

     In the event  Employee  becomes  totally  disabled  so that he is unable or
prevented from performing a material portion of his usual duties hereunder for a
period of four (4) months out of any six month period, and the Company elects to
terminate  this  Agreement in accordance  with Section 8.2 hereof,  then, and in
that event,  Employee  shall receive his Base Salary as provided under Section 3
of this Agreement for a period of twelve (12) months commencing from the date of
such total  disability.  The  obligation  of the  Company to make the  aforesaid
payments  shall be modified and reduced and the Company  shall  receive a credit
for all disability  insurance payments which Employee may receive from insurance
policies provided by the Company.

<PAGE>
                                    SECTION 8
                                   TERMINATION

     8.1 The Company may terminate this Agreement:

     (i) Upon the death of  Employee  during the term  hereof,  except  that the
Employee's legal representatives, successors, assigns and heirs shall have those
rights and  interests as otherwise  provided in this  Agreement,  including  the
right to receive accrued but unpaid incentive compensation and any special bonus
compensation awarded by the Board of Directors in its discretion.

     (ii)  Subject to the terms of Section 7, herein,  upon written  notice from
the Company to Employee, if Employee becomes totally disabled and as a result of
such total disability,  has been prevented from and unable to perform a material
portion of his duties hereunder for a consecutive  period of four (4) months out
of any six month period.

     (iii) Upon  written  notice from the Company to  Employee,  if Employee has
committed  gross  misconduct in the performance of this duties and/or a material
breach of the terms of this  Agreement,  and  Employee  has  failed to cure such
breach  within 45 days from date  notification  setting  forth  such  misconduct
and/or breach in reasonable detail is given to Employee by the Company.

     In the event of the  termination  of this  Agreement  and the  discharge of
Employee  by the Company in breach and  violation  of this  Agreement,  Employee
shall not be  obligated to mitigate  damages by seeking or  obtaining  alternate
employment. In order to protect the rights of Employee under this Agreement, and
to prevent the Company from terminating  Employee's  employment  without a valid
purpose as provided herein,  the Company hereby grants to Employee the right and
option to  purchase  from the  Company,  for the sum of  $10.00,  the  Company's
license to use the trademark "Ottomanelli's Cafe".

     8.2 Employee may terminate the term of his employment:

     (i) Upon the breach of this  Agreement  by the Company  which breach is not
cured within 30 days of written notice or such breach; or

     (ii) In the event  Employee  is not elected  to, or  following  election is
terminated from, the Board of Directors and its Executive Committee.

                                    SECTION 9
                                  MISCELLANEOUS

     9.1 This Agreement sets forth the entire agreement  between the parties and
supersedes all prior  agreements  between the parties,  whether oral or written,
without prejudice to Employee's right to all accrued  compensation  prior to the
effective date of this Agreement.

     9.2  If  any  provision  of  this  Agreement  shall  be  held  invalid  and
unenforceable,  the remainder of this  Agreement  shall remain in full force and
effect.  If any  provision  is held  invalid or  unenforceable  with  respect to
particular circumstances,  it shall remain in full force and effect in all other
circumstances.

     9.3 All  notices  required  to be given  under the terms of this  Agreement
shall be in  writing  and  shall be  deemed  to have  been  duly  given  only if
delivered to the addresses in person, with written  acknowledgment  received, or
mailed by  certified  mail,  return  receipt  requested,  to the  address of the
parties  set forth  herein or to any such other  address as the party to receive
the notice shall advise by due notice given in accordance  with this  paragraph.
Notice shall be effective three (3) days after delivery or mailing.

<PAGE>

     9.4 This  Agreement  shall inure to, and shall be binding upon, the parties
hereto,  the successors  and assigns of the Company,  and the heirs and personal
representatives of the Employee.

     9.5 The waiver by either party of any breach or violation of any  provision
of  this  Agreement  shall  not  operate  or be  construed  as a  waiver  of any
subsequent breach of construction and validity.

     9.6 This  Agreement  has been  negotiated  and executed in the State of New
York, and New York law shall govern its construction  and validity.  Each of the
parties submits to the  jurisdiction of any sate 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 of the  parties  waives  any
defense of inconvenient  forum to the maintenance of 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 final judgment in
any action or proceeding  so brought shall be conclusive  and may be enforced by
suit on the judgment or in any other manner provided by law or at equity. In the
event of suit under this  Agreement,  the  prevailing  party will be entitled to
costs, and reasonable attorneys' fees.

     9.7 This  Agreement  contains  the entire  agreement  between  the  parties
hereto. No change, addition or amendment shall be made hereto, except by written
agreement signed by the parties hereto.

     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, INC.

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

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