EMPLOYMENT AGREEMENT


     AGREEMENT  made as of the ______ day of October,  1998,  by and between THE
RATTLESNAKE HOLDING COMPANY, INC., a Delaware corporation  (hereinafter referred
to as the  "Company"),  having a place of business at 439 East 82nd Street,  New
York,     New    York    10028    and     KENNETH     BERRY,     residing     at
_________________________________            ___________________________________
(hereinafter referred to as the "Employee").

                                   WITNESSETH:

     In  consideration of the mutual  covenants  herein  contained,  the parties
hereto agree as follows.

     1.  Employment.  The Company hereby agrees to employ the Employee,  and the
Employee  hereby  agrees to accept  such  employment,  subject  to the terms and
conditions hereinafter set forth.

     2. Term. The term of the Employee's employment hereunder, except if earlier
terminated  pursuant  to  Section 6  hereof,  shall be for a period of three (3)
years from the later of (i)  September  15, 1998 and (ii) thirty (30) days after
the date on which the Company completes a private placement  conducted for it by
Commonwealth Associates (the "CWA Financing") of non-performing convertible debt
or  equity  with  proceeds  to the  Company,  net of all fees,  commissions  and
expenses, of at least $4,100,000. The term shall then continue from year to year
thereafter  unless  either party gives notice to the contrary to the other party
not less than 90 days prior to the  commencement  of any such one year extension
period.

     3.  Duties.

     (a) During the continuance of this Agreement, the Employee agrees to devote
his  attention,  full time and best  efforts to the  rendition  of his  services
hereunder,  which  shall  include  such  executive  responsibilities  as  may be
assigned to him from time to time by the Board of Directors of the Company, and,
during the term,  shall act as President  and/or Chief  Executive  Officer and a
member  of the  Board of  Directors.  Subject  to the  control  of the  Board of
Directors,  the Employee shall perform such executive  duties as are assigned by
the Chairman of the Board of Directors.

     (b) The Employee shall be entitled to make personal  investments,  provided
that none of the same are directly or indirectly  competitive  with the business
of the Company and further provided that any such activities do not detract from
the services to be rendered by the Employee hereunder.

     4. Compensation.  In consideration of all of the services to be rendered by
the  Employee  hereunder,  the Employee  shall be paid,  and he agrees to accept
compensation  as  follows:

<PAGE>

     (a)  Compensation  at an  annual  rate  of  Ninety  Five  Thousand  Dollars
($95,000.00),  payable at least bi-weekly in arrears less applicable withholding
taxes,  subject to such  increases,  if any,  as may be approved by the Board of
Directors of the Company.

     (b) A bonus of  $30,000.00  (less  applicable  deductions)  payable  at the
commencement of the term.

     (c) A  performance  bonus in  accordance  with the plan  annexed  hereto as
Exhibit A.

     (d) A warrant,  in the form of Exhibit B hereto,  to  purchase an amount of
Common Stock equal to ten (10%) percent of the  outstanding  Common Stock of the
Company after the CWA Financing at $0.25 per share,  exercisable for a period of
five (5) years,  and a right to purchase an amount of Common  Stock equal to ten
(10%) of  outstanding  options and warrants  (other than Exhibit B and a similar
warrant for Shelly Frank), which warrant will vest as to one third of the number
of shares covered  thereby at the time of the CWA Financing and one-third  (1/3)
at the end of each one year period thereafter during the term.

     (e) Such other stock option grants as are  determined  by the  Compensation
Committee of the Board of Directors.

     (f) $250,000 of term life  insurance  (subject to the  insurability  of the
Employee).

     5. Benefits.

     (a)  The  Employee  shall  be  entitled  to  such  benefits  as may be made
available by the Company to its  executives,  including  vacations,  sick leave,
medical  and life  insurance.  At the  Employee's  request,  the  Company  shall
reimburse the Employee for his COBRA costs in lieu of medical  insurance for the
period that the COBRA benefits are in effect,  and thereafter the Employee shall
be covered under the Company's medical insurance plan (or if there is none, by a
suitable separate family medical insurance policy).

     (b) Except as hereinafter  provided in Section 6 hereof,  the Company shall
pay the Employee,  for any period during which he is unable fully to perform his
duties because of physical or mental  disability or incapacity,  an amount equal
to the  compensation  due him for such period less the  aggregate  amount of all
income  disability  benefits which he may receive or to which he may be entitled
under or by reason of (i) any group  health or  accident  insurance  plan of the
Company;  (ii) any applicable compulsory State disability law; (iii) the Federal
Social  Security  Act; and (iv) any  applicable  workmen's  compensation  law or
similar law.

     (c) The employee shall be entitled to reimbursement for expenses reasonably
and  necessarily  incurred by him in the course of his duties,  upon  accounting
therefor.

     (d) The Company  will use its best efforts to obtain and retain $10 million
of officer/director liability insurance.

<PAGE>

     6. Termination.

     (a) The term of this  Agreement may be ended prior to the date specified in
Section 2, under the following conditions:

     (i) Upon the death of the Employee;

     (ii)  Upon  notice  to the  Employee  of any  act of  fraud,  embezzlement,
misappropriation or gross failure to perform duties;

     (iii)  Thirty (30) days after  notice to the  Employee of his breach of his
duties hereunder (other than as set forth in (ii) above),  unless such breach is
fully remedied before the end of such thirty (30) day period; and

     (iv) If the Employee  shall be both absent for a period of at least 90 days
continuously  or a total of 90 days within any 180 day  period,  and shall be so
mentally or physically  incapacitated or disabled as to be unable to perform his
duties hereunder during such period and at the time of termination.

     (b) Upon any  termination of this Agreement under Section 6(a), the Company
shall not be  obligated  to pay any  compensation  or expenses or provide  other
benefits other than those accrued to the date of  termination,  and the Employee
shall cease to hold all  positions in the Company,  and such  termination  shall
constitute  a  voluntary   resignation  by  the  Employee  of  each  office  and
directorship then held by him, and the Employee shall, if requested and if able,
deliver to the Company  confirmatory  written  resignations.  The Employee shall
also deliver to the Company all property of the Company which may then be in the
Employee's possession.

     7. Non-Disclosure of Confidential  Information.  The Employee  acknowledges
that it is the policy of the Company to maintain as secret and  confidential all
information  relating to its products,  services and operations and the identity
of suppliers,  franchisees and customers (the "Confidential  Information"),  and
the  Employee  further  acknowledges  that the  Confidential  Information  is of
substantial value to the Company.  Accordingly, the Employee agrees that he will
not,  during or after the  termination  of this  Agreement,  disclose or use any
Confidential  Information  other than in  connection  with the  business  of the
Company.

     8. Non-Solicitation. The Employee agrees that for a period of two (2) years
after termination of this Agreement, for any reason, he will not

     (a) solicit a business  relationship  with persons who are  franchisees  or
customers  of the  Company  on the  date of  termination  which is  directly  or
indirectly  competitive with the business  relationship of the Company with such
persons, and

     (b) solicit the services of persons who are employees of the Company on the
date of termination,  or who were employed by the Company at any time within the
period of one year prior to such termination.

<PAGE>

     9.  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 addresses
set forth herein or such other  address of which  notice is given in  accordance
herewith.

     10.  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.

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

     12. Remedies.  The Company,  in addition to any other remedy or remedies to
which it may be entitled,  shall be entitled to obtain injunctive relief against
any breach or threatened breach by the Employee of the provisions of Sections 7,
8 and 9 hereof. In the event of a dispute hereunder,  the party prevailing shall
be entitled to recover his or its reasonable  expenses,  including counsel fees,
from the party not prevailing.

     13. Representation of Employee. The Employee hereby represents and warrants
that the  Employee  is not  bound by any  contract,  agreement,  court  order or
decision  which  conflicts  in any manner with the duties to be performed by the
Employee  hereunder  or which  would  limit,  in any  respect,  the right of the
Employee to use any of the Employee's knowledge or experience in the performance
of the Employee's duties hereunder.

     14.  Captions.  The  underlined  captions set forth herein are  descriptive
only, and shall not be deemed to be a part of this 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________________________________
                                                    Authorized Signature


                                             /s/Kenneth Berry
                                             -----------------------------------
                                             KENNETH BERRY, Individually



<PAGE>


                                    EXHIBIT A

                           Performance Incentive Plan

-----------------------------------------------------------------------------

     Annual incentive based on 3 measures:  The excess over target of New Stores
open, Sales and Pre-Tax Income (000s omitted).

<TABLE>
<CAPTION>

                           FY1          FY2           FY3                  FY4                   FY5
<S>                       <C>           <C>          <C>                 <C>                    <C>

New Stores Open:
         Target            1            2             3                    6                     9
         Optimum           2            3             5                    8                     10

Revenue:
         Target          $2,000       $4,000        $6,000               $10,000              $25,000
         Optimum          3,000        5,500         7,500                15,000               32,000

Pre-tax Income:
         Target         $  -0-       $   200       $   400              $    600             $  1,500
         Optimum            100          350           600                 1,200                2,500
</TABLE>

     Formula:  For each store  open in excess of Target  but less than  Optimum,
$7,500 would go into the Performance  Incentive  Pool.  Stores open in excess of
Optimum would have $10,000 credited to the Pool. For Revenue in excess of Target
but less than Optimum 1% goes into pool,  and Revenue in excess of Optimum 1.5%.
For Pre-tax Income between Target and Optimum, the bonus credit would be 2%, and
3% for Pre-tax Income in excess of Optimum.  Pre-tax Income is calculated before
the bonus amount and thus is not the reported  Pre-tax Income.  Each category of
the bonus  calculation  stands on it's own and is not  dependant  on meeting the
Target level in another  category  for bonus to accrue.  The amount in the bonus
pool can be distributed to management  above the store operating level including
the Chairman,  in whole or in part, at the sole discretion of the Chairman.  The
Chairman will have total  discretion  over the amount of the bonus pool he takes
for  himself  as well as,  if the  bonus  will be  awarded  in cash,  stock or a
combination  of both.  A store  level  bonus plan will also be  implemented.  In
addition,  the Board of Directors may provide a discretionary  cash and/or stock
bonus to any/all senior  manager  as/when it deems  appropriate,  if and only if
approved by the Chairman.



<PAGE>



Exhibit B                                                     Form of Warrant

                                     WARRANT
                            TO PURCHASE COMMON STOCK
                                       OF
                      THE RATTLESNAKE HOLDING COMPANY, INC.


     THE  SECURITIES  REPRESENTED  BY THIS  INSTRUMENT  HAVE BEEN  ACQUIRED  FOR
INVESTMENT  AND HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR UNDER ANY APPLICABLE STATE STATUTES. SUCH SECURITIES MAY
NOT BE SOLD, TRANSFERRED,  PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT RELATING TO SUCH DISPOSITION OR
AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER OR
AN OPINION OF COUNSEL  SATISFACTORY TO THE COMPANY THAT THE SECURITIES MAY BE SO
DISPOSED OF WITHOUT BEING REGISTERED.

                       Warrant to Purchase Certain Shares
                                 of Common Stock

     A. This is to Certify that, FOR VALUE RECEIVED,  Kenneth Berry  ("Holder"),
is entitled to purchase,  subject to the  provisions of this  Warrant,  from THE
RATTLESNAKE  HOLDING  COMPANY,  INC.,  a Delaware  corporation  (the  "Company")
certain fully paid, validly issued,  and non-assessable  shares of Common Stock,
par value $.001 per share, of the Company ("Common  Stock"),  as set forth below
in this  paragraph,  at any time or from time to time  during  the  period  from
______________,  199__ until 5:00 p.m. New York City time on __________________,
200__ (the  "Termination  Date") at an  exercise  price of $0.25 per share.  The
number of shares  which may be  purchased  is equal to ten (10%)  percent of the
Common Stock  outstanding on the date hereof,  and which would be outstanding if
all  convertible  securities  outstanding on the date hereof were converted into
Common  Stock on the date  hereof  The  number of  shares of Common  Stock to be
received  upon the  exercise of this portion of this Warrant and the price to be
paid for each share of Common Stock  underlying this portion of this Warrant may
be adjusted from time to time as hereinafter set forth. The above is referred to
as the "A Portion".

     B. In  addition,  the  Holder  shall be  entitled,  during the term of this
Warrant,  as set forth  above,  to  purchase a number of shares of Common  stock
equal  to ten  (10%)  of the  Common  Stock or  other  securities  which  may be
purchased  by persons  other than the Holder and Shelly  Frank under all options
and warrants  issued by the Company  which are in effect on the date hereof,  to
the extent such shares are  purchased  during the term of this  Warrant,  as set
forth above.  The  exercise  price shall be equal to the price per share paid by
the person exercising such option or warrant.  The exercise may take place after
the exercise of such option or warrant and prior to termination of this Warrant.
The above is referred to as the "B Portion".

<PAGE>
     The shares of Common Stock  deliverable upon exercise of this Warrant,  and
as adjusted from time to time, are hereinafter sometimes referred to as "Warrant
Shares" and the exercise  price of a share of Common Stock in effect at any time
and as adjusted from time to time is  hereinafter  sometimes  referred to as the
"Exercise Price." The right of exercise will vest immediately as to one-third of
the shares  purchasable  hereunder,  and additional one third vesting shall take
place at each of the first and second  anniversary of the date hereof,  provided
the Holder is then employed by the Company.

     (a) EXERCISE OF WARRANT.  This Warrant may be exercised in whole or in part
at any time or from time to time on or after  issuance,  as set forth  above and
until the  Termination  Date;  provided,  however,  that if such day is a day on
which  banking  institutions  in the State of New York are  authorized by law to
close,  then on the next  succeeding  day which  shall  not be such a day.  This
Warrant may be exercised by presentation  and surrender hereof to the Company at
its principal  office,  or, at the Company's  option, at the office of its stock
transfer  agent, if any, with the Purchase Form annexed hereto duly executed and
accompanied  by payment of the Exercise  Price for the number of Warrant  Shares
specified in such form. As soon as  practicable  after each such exercise of the
Warrants,  but not later than seven (7) days from the date of such exercise, the
Company shall issue and deliver to the Holder a certificate or  certificate  for
the Warrant Shares  issuable upon such  exercise,  registered in the name of the
Holder or its designee.  If this Warrant  should be exercised in part only,  the
Company  shall,  upon  surrender of this Warrant for  cancellation,  execute and
deliver a new Warrant  evidencing  the rights of the Holder  thereof to purchase
the balance of the Warrant  Shares  purchasable  hereunder.  Upon receipt by the
Company of this  Warrant at its office,  or by the stock  transfer  agent of the
Company at its office,  in proper form for exercise,  the Holder shall be deemed
to be the holder of record of the Warrant  Shares  issuable upon such  exercise,
notwithstanding  that the stock  transfer  books of the  Company  shall  then be
closed or that  certificates  representing such Warrant Shares shall not then be
physically delivered to the Holder.

     (b)  RESERVATION  OF SHARES.  The  Company  shall at all times  reserve for
issuance  and/or delivery upon exercise of this Warrant such number of shares of
its Common Stock as shall be required for issuance and delivery upon exercise of
the Warrants.

     (c)  FRACTIONAL   SHARES.  No  fractional  shares  or  scrip   representing
fractional  shares  shall be issued  upon the  exercise  of this  Warrant.  With
respect to any  fraction of a share  called for upon any  exercise  hereof,  the
Company  shall  pay to the  Holder  an  amount  in cash  equal to such  fraction
multiplied by the current market value of a share, determined as follows:

<PAGE>

     (1) If the Common  Stock is listed on a  National  Securities  Exchange  or
admitted to unlisted  trading  privileges on such exchange or listed for trading
on the NASDAQ  system,  the current market value shall be the last reported sale
price of the Common  Stock on such  exchange or system on the last  business day
prior to the date of exercise of this Warrant or if no such sale is made on such
day, the average  closing bid and asked prices for such day on such  exchange or
system; or

     (2) If the Common  Stock is not so listed or admitted  to unlisted  trading
privileges,  the current market value shall be the mean of the last reported bid
and lowest asked prices reported by the National  Quotation Bureau,  Inc. on the
last business day prior to the date of the exercise of this Warrant; or

     (3) If the Common  Stock is not so listed or admitted  to unlisted  trading
privileges  and bid and asked  prices are not so  reported,  the current  market
value shall be an amount,  not less than book value thereof as at the end of the
most recent fiscal year of the Company  ending prior to the date of the exercise
of the Warrant, determined in such reasonable manner as may be prescribed by the
Board of Directors of the Company.

     (d)  EXCHANGE,  TRANSFER,  ASSIGNMENT  OR LOSS OF WARRANT.  This Warrant is
exchangeable and  transferable,  without  expense,  at the option of the Holder,
upon  presentation  and  surrender  hereof to the Company  or, at the  Company's
option, at the office of its stock transfer agent, if any, for other Warrants of
different  denominations  entitling  the  holder  thereof  to  purchase  in  the
aggregate the same number of shares of Common Stock purchasable hereunder.  Upon
surrender  of this  Warrant  to the  Company at its  principal  office or at the
office of its stock transfer  agent,  if any, with the  Assignment  Form annexed
hereto duly  executed and funds  sufficient to pay any transfer tax, the Company
shall,  without  charge,  execute  and  deliver a new Warrant in the name of the
assignee named in such  instrument of assignment and this Warrant shall promptly
be canceled.  This Warrant may be divided or combined with other  Warrants which
carry the same rights upon  presentation  hereof at the principal  office of the
Company or at the office of its stock transfer  agent,  if any,  together with a
written notice  specifying the names and denominations in which new Warrants are
to be issued and signed by the Holder  hereof The term  "Warrant" as used herein
includes any Warrants into which this Warrant may be divided or exchanged.  Upon
receipt  by the  Company  of  evidence  satisfactory  to it of the loss,  theft,
destruction  or mutilation of this Warrant,  and (in the case of loss,  theft or
destruction) of reasonably satisfactory indemnification,  and upon surrender and
cancellation of this Warrant, if mutilated, the Company will execute and deliver
a new  Warrant  of like  tenor  and  date.  Any such new  Warrant  executed  and
delivered shall constitute an additional  contractual  obligation on the part of
the  Company,  whether  or not this  Warrant  so  lost,  stolen,  destroyed,  or
mutilated shall be at any time enforceable by anyone.

<PAGE>

     (e) RIGHTS OF THE  HOLDER.  The  Holder  shall not,  by virtue  hereof,  be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those  expressed  in the Warrant and
are not enforceable against the Company except to the extent set forth herein.

     (f)  ADJUSTMENT.  The Warrant  Shares and  Exercise  Price of the A Portion
shall be subject to  adjustment  from time to time as  follows  (this  provision
shall not apply to the B Portion,  which shall  reflect any  adjustments  in the
referenced options and warrants):

     (1) If the Company shall (A) declare a dividend or make a  distribution  on
its Common Stock in shares of its Common Stock,  (B) subdivide or reclassify the
outstanding  shares of Common  Stock  into a greater  number of  shares,  or (C)
combine or  reclassify  the  outstanding  Common Stock into a smaller  number of
shares,  the  Warrant  Shares  and  Exercise  Price in effect at the time of the
record date for such  dividend or  distribution  or the  effective  date of such
subdivision,  combination, or reclassification shall be proportionately adjusted
so that the holder of this Warrant  exercised  after such date shall be entitled
to  receive  the number of shares of Common  Stock  which he would have owned or
been entitled to receive had this Warrant been  exercised  immediately  prior to
such date. Successive adjustments in the Warrant Shares and Exercise Price shall
be made whenever any event specified above shall occur.

     (2) In case of any consolidation with or merger of the Company with or into
another  corporation,  or in case of any sale,  lease or  conveyance  to another
corporation  of the assets of the  Company as an entity or  substantially  as an
entity, this Warrant shall after the date of such consolidation,  merger,  sale,
lease or  conveyance be  exercisable  for the number of shares of stock or other
securities or property  (including  cash) to which the Common Stock issuable (at
the time of such consolidation, merger, sale, lease or conveyance) upon exercise
of this Warrant would have been entitled upon such consolidation,  merger, sale,
lease or  conveyance;  and in any such case, if necessary,  the  provisions  set
forth herein with respect to the rights and interests  thereafter of the holders
of the  Warrants  shall be  appropriately  adjusted so as to be  applicable,  as
nearly as may  reasonably  be, to any  shares  of stock or other  securities  or
property thereafter deliverable on the exercise of this Warrant.

     (3) No  adjustment  in the  Exercise  Price shall be  required  unless such
adjustment would require an increase or decrease of at least two cents ($.02) in
such price;  provided,  however,  that any  adjustments  which by reason of this
Subsection  (3) are not  required to be made shall be carried  forward and taken
into account in any subsequent  adjustment  required to be made  hereunder.  All
calculations  under this Section (f) shall be made to the nearest cent or to the
nearest  one-hundredth  of a share, as the case may be. Anything in this Section
(f) to the contrary  notwithstanding,  the Company shall be entitled,  but shall
not be  required,  to make such changes in the  Exercise  Price,  in addition to
those  required  by  this  Section  (f),  as it  shall  determine,  in its  sole
discretion, to be advisable in order that any dividend or distribution in shares
of Common Stock, or any subdivision,  reclassification  or combination of Common
Stock,  hereafter made by the Company shall not result in any Federal Income tax
liability to the holders of Common Stock or securities  convertible  into Common
Stock (including the Warrants).

<PAGE>

     (4) In the  event  that at any  time,  as a result  of an  adjustment  made
pursuant to this Section (f), the Holder of this Warrant thereafter shall become
entitled  to  receive  any  shares of the  Company,  other  than  Common  Stock,
thereafter  the number of such other shares so receivable  upon exercise of this
Warrant  shall be  subject  to  adjustment  from time to time in a manner and on
terms as nearly  equivalent as practicable to the provisions with respect to the
Common Stock contained in this Section (f).

     (5)  Irrespective of any adjustments in the Exercise Price or the number or
kind of shares purchasable upon exercise of this Warrant,  Warrant  Certificates
theretofore or thereafter issued upon exchange,  transfer,  assignment,  loss of
certificate  or upon exercise in part may continue to express the same price and
number and kind of shares as were  stated in the Warrant  Certificates  when the
same were originally issued.

     (g) OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be adjusted as
required by the provisions of the foregoing Section, the Company shall forthwith
file in the custody of its Secretary or an Assistant  Secretary at its principal
office and with the stock transfer agent  responsible for this Warrant,  if any,
an officer's  certificate  showing the adjusted  Exercise  Price  determined  as
herein  provided,  setting forth in reasonable  detail the facts  requiring such
adjustment,  including a statement of the number of additional  shares of Common
Stock, if any, and such other facts as shall be necessary to show the reason for
and the manner of computing such  adjustment.  Each such  officer's  certificate
shall be made available at all reasonable  times for inspection by the Holder or
any holder of a Warrant  executed and delivered  pursuant to Section (a) and the
Company shall,  forthwith after each such  adjustment,  mail a copy by certified
mail of such certificate to the Holder or any such holder.

     (h)  NOTICES  TO  WARRANT  HOLDERS.  So  long  as  this  Warrant  shall  be
outstanding,  (i) if the Company shall pay any dividend or make any distribution
upon the Common  Stock or (ii) if the Company  shall offer to all of the holders
of Common Stock for  subscription  or purchase by them any share of any class or
any  other  rights  or  (iii)  if any  capital  reorganization  of the  Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation,  sale, lease or transfer of all or
substantially  all  of  the  property  and  assets  of the  Company  to  another

<PAGE>

corporation, or voluntary or involuntary dissolution,  liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be mailed by certified  mail to the Holder,  at least ten days prior the date
specified in (A) or (B) below,  as the case may be, a notice  containing a brief
description of the proposed action and stating the date on which (A) a record is
to be taken for the purpose of such  dividend,  distribution  or rights,  or (B)
such  reorganization,  reclassification,  consolidation,  merger, sale, lease or
transfer, dissolution,  liquidation or winding up is to take place and the date,
if any is to be  fixed,  as of  which  the  holders  of  Common  Stock  or other
securities   shall  receive  cash  or  other  property   deliverable  upon  such
reorganization,   reclassification,   consolidation,   merger,  sale,  lease  or
transfer, dissolution, liquidation or winding up.

     (i) REGISTRATION  RIGHTS. The Holder and the Company are also parties to an
Investor Rights Agreement dated ___________________ 1998.

     (j) AMENDMENT;  WAIVER OF PROVISIONS. This Warrant may not be amended by or
compliance  with any  provision  hereof  waived  without the written  consent of
holders of the majority of the Warrants and/or Warrant Shares.

                                                THE RATTLESNAKE HOLDING
                                                     COMPANY, INC.


                                              By:________________________
                                                                President



<PAGE>


                RE: THE RATTLESNAKE HOLDING COMPANY, INC. WARRANT

                                  PURCHASE FORM

                                             Dated __________________________

     The undersigned hereby irrevocably elects to exercise the within Warrant to
the extent of purchasing  ______________________________________________________
shares  of  Common   Stock  and   hereby   makes   and   delivers   payment   of
____________________________________  in payment of the  actual  exercise  price
thereof.


                     INSTRUCTIONS FOR REGISTRATION OF STOCK

Name _________________________________________________________________________
                  (Please typewrite or print in block letters)

Address ______________________________________________________________________


          Signature_________________________________________________


                                 ASSIGNMENT FORM

     FOR VALUE RECEIVED,  ________________________________ hereby sells, assigns
and transfers unto


Name   _______________________________________________________________________
                  (Please typewrite or print in block letters)

Address ______________________________________________________________________

the right to  purchase  Common  Stock  represented  by this  Warrant to the
extent  of_______  shares as to which such right is exercisable  and does hereby
irrevocably constitute and appoint ___________________________________ Attorney,
to transfer the same on the books of the Company with full power of substitution
in the premises.


Date __________________    Signature ___________________________________________