NEITHER  THIS NOTE NOR THE  SHARES OF COMMON  STOCK INTO WHICH THIS NOTE IS
CONVERTIBLE  HAVE BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"),  AND MAY NOT BE SOLD OR OTHERWISE  TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE   REGISTRATION  STATEMENT  UNDERTHE  ACT  OR  AN  OPINION  OF  COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

THIS  NOTE IS  SUBJECT  TO THE TERMS AND  CONDITIONS  OF A CERTAIN  SUBSCRIPTION
AGREEMENT OF EVEN DATE (THE "SUBSCRIPTION AGREEMENT").

              18% Convertible Subordinated Secured Promissory Note
                              Due September 4, 1997

                                       of

                      THE RATTLESNAKE HOLDING COMPANY, INC.



                                                                   March 4, 1997

$250,000


     The Rattlesnake Holding Company, Inc., a Delaware corporation  (hereinafter
called the  "Company"),  for value  received,  hereby promises to pay to Michael
Lauer, c/o Lancer Group,  200 Park Avenue,  Suite 3900, New York, N.Y. 10166, or
registered  assigns,  on the 4th day of  September,  1997 (the "Due Date"),  the
principal  amount of Two Hundred Fifty  Thousand  Dollars  ($250,000) and to pay
interest  on the Due Date  (computed  on the basis of a  360-day  year of twelve
30-day  months) on the unpaid  portion of said  principal  amount  from the date
hereof at the rate of 18% per annum.  Both the  principal  hereof  and  interest
hereon  are  payable  at the  principal  office  of  the  Company  in  Stamford,
Connecticut,  in such coin or currency of the United States of America as at the
time of  payment  shall be legal  tender for the  payment of public and  private
debts.

     1. Authorized  Issue.  This Note is one of a duly  authorized  issue of 18%
Convertible  Subordinated  Promissory Notes due September 4, 1997 (herein called
the "Notes")  made or to be made by the Company in an aggregate  amount of up to
$500,000,  in original authorized principal amount,  similar in terms except for
dates,  principal amounts and named payees, offered by the Company pursuant to a
subscription agreement of even date.

     2. Conversion. (a) Commencing 120 days from the date hereof, or sooner with
the consent of the  Company,  and until  payment in full,  the unpaid  principal
amount of this Note,  or any portion  thereof may, at the election of the holder
thereof, at any time, be converted,  at the conversion price per share of Common
Stock equal to $.75, as adjusted and  readjusted  from time to time  Paragraph 2
(such conversion price, as so adjusted and readjusted and in effect at any time,
being herein called the "Conversion  Price"),  into the number of fully paid and
nonassessable  shares of Common Stock (the  "Conversion  Shares")  determined by
dividing the  principal  amount to be so converted  by the  Conversion  Price in
effect at the time of such conversion.

     (b) (i) Any Note may be converted in full or in part by the holder  thereof
by surrender of such Note with the notice of conversion thereon duly executed by
such  holder  (specifying  the  portion of the  principal  amount  thereof to be
converted in the case of a partial  conversion)  to the Company at its principal
office,  or at the office of the agency  maintained  for such purpose.  Upon any
partial  conversion of a Note, the Company at its expense will  forthwith  issue
and  deliver to or upon the order of the  holder  thereof a new Note or Notes in
principal  amount equal to the unpaid and unconverted  principal  amount of such
surrendered  Note,  such new Note or Notes to be dated and to bear interest from
the  date to  which  interest  has  been  paid on such  surrendered  Note.  Each
conversion shall be deemed to have been effected  immediately prior to the close
of business on the date on which such Note shall have been so surrendered to the
Company or such  agency;  and at such time the rights of the holder of such Note
as such shall, to the extent of the principal amount thereof  converted,  cease,
and the person or persons in whose name or names any certificate or certificates
for shares of Common  Stock (or Other  Securities)  shall be issuable  upon such
conversion  shall be deemed to have  become  the  holder  or  holders  of record
thereof.

     (ii) No payment or adjustment  of interest or dividends  shall be made upon
the conversion of any Note or Notes.

     (c) As promptly as practicable  after the conversion of any Note in full or
in part, and in any event within 15 calendar days thereafter, the Company at its
expense  (including the payment by it or any applicable  issue taxes) will issue
and deliver to the holder of such Note,  or as such holder (upon payment of such
holder  of  any  applicable   transfer  taxes)  may  direct,  a  certificate  or
certificates for the number of full shares of Common Stock (or Other Securities)
issuable upon such conversion,  plus, in lieu of any fractional  shares to which
such holder would otherwise be entitled,  cash equal to such fraction multiplied
by the market  value  determined  in good faith by the Board of Directors of the
Company  of one full  share  as of the  close  of  business  on the date of such
conversion.

     (d) Adjustments to Conversion Price and Number of Securities.

     (i) In case at any time or from time to time the Company shall subdivide as
a whole,  split  its  Common  Stock or issue a  dividend  payable  in  shares or
otherwise,  the number of shares of Common Stock then outstanding into a greater
or  lesser  number of  shares,  the  Conversion  Price  then in effect  shall be
increased or reduced  proportionately,  and the number of shares  issuable  upon
conversion of this Note shall accordingly be increased proportionately.

     (ii) In case of any  reclassification  or change of  outstanding  shares of
Common Stock  issuable  upon  conversion  of this Note (other than change in par
value,  or from par value to no par value, or from no par value to par value, or
as a result or a subdivision or combination), or in case of any consolidation or
merger of the Company with or into another  corporation  (other than a merger in
which the Company is the continuing corporation and which does not result in any
reclassification  or change of outstanding  shares of Common Stock, other than a
change in number of the shares  issuable upon conversion of the Note) or in case
of any sale or conveyance to another  corporation of the property of the Company
as an entirety or  substantially  as an entirety,  the holder of this Note shall
have the right  thereafter  to  convert  this  Note into the kind and  amount of
shares  of  stock  and  other  securities  and  property  receivable  upon  such
reclassification,  change, consolidation, merger, sale or conveyance by a holder
of the number of shares of Common  Stock of the Company for which the Note might
have  been  converted  immediately  prior  to  such  reclassification,   change,
consolidation,  merger,  sale  or  conveyance.  The  above  provisions  of  this
Paragraph 2 shall similarly apply to successive reclassifications and changes of
shares  of Common  Stock and to  successive  consolidations,  mergers,  sales or
conveyances.

     (e) The Company  will at all time  reserve and keep  available,  solely for
issuance and delivery  upon the  conversion  of the Notes,  all shares of Common
Stock (or Other  Securities)  from time to time issuable upon the  conversion of
the Notes.  All shares of Common Stock  issuable  upon  conversion  of the Notes
shall be duly  authorized  and,  when  issued,  validly  issued,  fully paid and
nonassessable with no liability on the part of the holders thereof.

     3. Restrictions on Transfer.

     The holder  acknowledges  that he has been advised by the Company that this
Note and the shares of Common  Stock (the  "Conversion  Shares")  issuable  upon
exercise thereof  (collectively the "Securities") have not been registered under
the Securities Act of 1933, as amended (the "Securities Act") , that the Note is
being issued,  and the shares issuable upon exercise of the Note will be issued,
on the  basis  of the  statutory  exemption  provided  by  section  4(2)  of the
Securities  Act relating to  transactions  by an issuer not involving any public
offering, and that the Company's reliance upon this statutory exemption is based
in part upon the representations made by the holder contained herein. The holder
acknowledges  that he has been  informed  by the  Company  of,  or is  otherwise
familiar with, the nature of the  limitations  imposed by the Securities Act and
the  rules  and  regulations  thereunder  on  the  transfer  of  securities.  In
particular,  the holder  agrees  that no sale,  assignment  or  transfer  of the
Securities shall be valid or effective, and the Company shall not be required to
give any effect to any such sale,  assignment or transfer,  unless (i) the sale,
assignment or transfer of the Securities is registered under the Securities Act,
and the Company has no obligations  or intention to so register the  Securities,
or (ii) the Securities are sold,  assigned or transferred in accordance with all
the  requirements  and  limitations of Rule 144 under the Securities Act or such
sale,  assignment,  or transfer is otherwise exempt from registration  under the
Securities  Act. The holder  represents  and warrants  that he has acquired this
Note and will acquire the  Securities for his own account for investment and not
with  a view  to the  sale  or  distribution  thereof  or  the  granting  of any
participation  therein,  and that he has no present intention of distributing or
selling to others any of such  interest or granting any  participation  therein.
The holder acknowledges that the securities shall bear the following legend:

     "These   securities  have  not  been  registered   under  the
     Securities  Act of 1933.  Such  securities may not be sold or
     offered  for sale,  transferred,  hypothecated  or  otherwise
     assigned  in  the  absence  of  an   effective   registration
     statement  with respect  thereto under such Act or an opinion
     of counsel to the Company that an exemption from registration
     for  such  sale,  offer,  transfer,  hypothecation  or  other
     assignment is available under such Act."

     3A. Registration Rights.

     3A.1 The Company shall advise the Holder of this Note or of the  Conversion
Shares or any then holder of Notes or  Conversion  Shares  (such  persons  being
collectively  referred to herein as "holders")  by written  notice at least four
weeks prior to the filing of any registration statement under the Securities Act
of 1933 (the "Act") covering  securities of the Company,  except on Forms S-4 or
S-8,  and upon the request of any such holder  within ten days after the date of
such notice,  include in any such registration statement such information as may
be required to permit a public  offering of the Conversion  Shares.  The Company
shall supply prospectuses and other documents as the Holder may request in order
to facilitate the public sale or other  disposition  of the  Conversion  Shares,
qualify  the  Conversion  Shares  for sale in such  states  as any  such  holder
designates  and do any and all other acts and things  which may be  necessary or
desirable  to  enable  such  Holders  to  consummate  the  public  sale or other
disposition of the Conversion Shares, and furnish  indemnification in the manner
as set forth in  Subsection  3A.2 of this Section 3A. Such holders shall furnish
information and  indemnification as set forth in Subsection 3A.2 of this Section
3A. For the purpose of the foregoing,  inclusion of the  Conversion  Shares in a
Registration  Statement  pursuant to this  sub-paragraph  3A.1 under a condition
that the offer and/or sale of such  Conversion  Shares not commence until a date
not to exceed 90 days from the  effective  date of such  registration  statement
shall be deemed to be in compliance with this sub-paragraph 3A.1.

     3A.2 The  following  provisions of this Section 3A shall also be applicable
to the exercise of the registration rights granted under this Section 3A.1:

     (A) The  foregoing  registration  rights shall be contingent on the holders
furnishing  the  Company  with such  appropriate  information  (relating  to the
intentions of such holders) as the Company shall reasonably  request in writing.
Following the effective  date of such  registration,  the Company shall upon the
request of any owner of Notes and/or  Conversion  Shares  forthwith  supply such
number of prospectuses meeting the requirements of the Act as shall be requested
by such owner to permit such holder to make a public  offering of all Conversion
Shares  from time to time  offered or sold to such  holder,  provided  that such
holder  shall  from time to time  furnish  the  Company  with  such  appropriate
information  (relating to the  intentions  of such holder) as the Company  shall
request in writing.  The Company  shall also use its best efforts to qualify the
Conversion  Shares  for sale in such  states  as such  holder  shall  reasonably
designate.

     (B) The Company shall bear the entire cost and expense of any  registration
of  securities  initiated  by it  under  Subsection  3A.1  of  this  Section  3A
notwithstanding  that Conversion  Shares subject to this Note may be included in
any such  registration.  Any holder whose Conversion  Shares are included in any
such registration statement pursuant to this Section 3A shall, however, bear the
fees  of  his  own  counsel  and  any  registration  fees,   transfer  taxes  or
underwriting  discounts or commissions  applicable to the Conversion Shares sold
by him pursuant thereto.

     (C) The Company shall indemnify and hold harmless each such holder and each
underwriter,  within the meaning of the Act, who may  purchase  from or sell for
any such  holder any  Conversion  Shares  from and  against  any and all losses,
claims, damages and liabilities caused by any untrue statement or alleged untrue
statement  of a material  fact  contained in the  Registration  Statement or any
post-effective  amendment thereto or any registration statement under the Act or
any prospectus  included  therein required to be filed or furnished by reason of
this Section 3A or caused by any omission or alleged omission to state therein a
material fact required to be stated  therein or necessary to make the statements
therein  not  misleading  except  insofar  as such  losses,  claims,  damages or
liabilities are caused by any such untrue  statement or alleged untrue statement
or omission or alleged omission based upon information  furnished or required to
be furnished in writing to the Company by such holder or  underwriter  expressly
for use therein,  which  indemnification  shall include each person, if any, who
controls any such underwriter within the meaning of such Act; provided, however,
that the  Company  shall  not be  obliged  so to  indemnify  any such  holder or
underwriter or controlling person unless such holder or underwriter shall at the
same time agree to indemnify the Company,  its directors,  each officer  signing
the related  registration  statement  and each person,  if any, who controls the
Company  within the  meaning of such Act,  from and  against any and all losses,
claims, damages and liabilities caused by any untrue statement or alleged untrue
statement  of a material  fact  contained in any  registration  statement or any
prospectus  required to be filed or  furnished  by reason of this  Section 3A or
caused by any omission to state  therein a material  fact  required to be stated
therein or necessary to make the statements  therein not  misleading  insofar as
such losses,  claims,  damages or liabilities are caused by any untrue statement
or alleged  untrue  statement or omission  based upon  information  furnished in
writing  to the  Company by any such  holder or  underwriter  expressly  for use
therein.

     4. Transfer and Exchange. This Note is transferable on the Note Register of
the  Company at the  expense of the  Company  (except for any stamp tax or other
governmental  charge with respect to any transfer)  upon  surrender of this Note
for transfer at the principal  office of the Company,  accompanied  by a written
instrument  of  transfer in form  reasonably  satisfactory  to the Company  duly
executed by the holder of this Note or his attorney duly  authorized in writing,
and thereupon one or more new Notes,  each in the  denomination of $50,000 or an
integral  multiple  thereof and for the same aggregate  principal  amount as the
Note  surrendered,  and  dated the date to which  interest  has been paid on the
Notes, will be issued to the designated transferee or transferees.  This Note is
exchangeable  for a like  aggregate  principal  amount  of  Notes  of  different
denominations, as requested by the holder or his attorney surrendering the same.

     The Company and its agents may treat the holder of this Note as the
owner for  purposes of  receiving  payment as herein  provided and for all other
purposes,  whether or not this Note be overdue,  and neither the Company nor any
such agent shall be affected by notice to the contrary.

     Any new Note or Notes to be delivered  to you or upon your order,  pursuant
to this Section 4, in substitution  for or in lieu of any Note held by you, will
be delivered  to you at your address as shown on the records of the Company,  or
at such other  address  within the United  States of America as you may request,
without any expense to you in connection  with such delivery and insured to your
satisfaction.

     5. Prepayment  Provisions.  (a) This Note may be prepaid,  at the option of
the Company, as a whole or in part, pro rata as to each Note holder, at any time
or from time to time,  in each case on any date on or after the date of issuance
and prior to maturity,  at a redemption price of 100% of the principal amount of
such Note, together with accrued interest through the date of prepayment.

     (b) If this Note is called for  prepayment  pursuant to subsection  5(a) of
this Note,  the Company shall give written notice to the holder of this Note not
less  than 30 nor more than 60 day  prior to the date  fixed for the  prepayment
thereof.  Such notice and all other  notices to be given to any holder of a Note
shall be mailed by registered mail to the holder thereof at the address shown on
the Note Register.

     Upon notice of any prepayment being given as provided in this
subsection  5 (b), the Company  covenants  and agrees that it will prepay on the
date therein fixed for prepayment the entire principal amount of this Note so as
to be prepaid as  specified  in such  notice at the  principal  amount  thereof,
together with interest  accrued thereon to such date fixed for prepayment,  plus
the applicable premium, if any.

     (c) Upon any partial  redemption of the Notes,  upon presentation as herein
provided,  there shall be paid to the holder the principal amount of the portion
of the Notes so to be  prepaid  with the  unpaid  interest  accrued  in  respect
thereof (in cash or in shares of Common Stock of the Company, as the Company may
elect),  and either (i) the Note to be partially prepaid shall be surrendered by
the holder,  in which event the Company  shall  execute and deliver to or on the
order  of such  holder,  at the  expense  of the  Company,  a new  Note  for the
principal  amount of the Note  remaining  unpaid,  dated as of the date to which
interest has been paid on the Note  surrendered,  and  registered in the name of
the holder,  or (ii) if the holder and the Company shall so determine,  the Note
to be partially prepaid need not be so surrendered, but may be made available to
the Company,  at the place of payment specified herein,  for notation thereon of
the payment of the portion of the  principal so paid,  in which case the Company
shall make such notation and return the Note to or on the order of such holder.

     (d) All Notes which may be prepaid shall not be considered  outstanding for
purposes of this Section 5.

     (e) Notwithstanding the foregoing,  the Holder shall be entitled to convert
this  Note into  shares  of  Common  Stock of the  Company  in  accordance  with
paragraph 2 up until the date of prepayment.



     6. Subordination of Indebtedness; Security

     6.1 (a) This Note is issued  subject to the  provisions  of this Section 6;
and each person  taking or holding this Note,  accepts and agrees to be bound by
these provisions.

     (b) This Note is a junior  general  obligation  of the Company and is fully
subordinated  to all  "senior  indebtedness"  of the  Company  now  existing  or
hereafter  incurred.  Senior  indebtedness is all indebtedness,  liabilities and
obligations  of the Company  for money  borrowed  from  banks,  savings and loan
associations,   the  Small   Business   Administration   and   other   financial
institutions,  and their affiliates,  whether or not evidenced by notes or other
instruments  or  evidences  of  indebtedness,  and any  deferrals,  renewals  or
extensions of any such senior  indebtedness  and notes or other  instruments  or
evidences  of  indebtedness  issued in  respect of or in  exchange  for any such
senior   indebtedness  or  any  funding  to  pay  or  replace  any  such  senior
indebtedness or credit unless in the instrument creating or evidencing the same,
or pursuant to which it is outstanding, it is provided that such indebtedness or
such deferral, renewal or extension thereof is not senior in right of payment to
this Note.  No payment or  distribution  of any kind or  character on account of
principal,  premium,  if any, or interest on this Note shall be permitted during
the continuance of any default in the payment of principal,  premium, if any, or
interest on any senior indebtedness.

     6.2 Subject to the foregoing, this Note is secured by all of the issued and
outstanding  shares  of the  Company's  wholly  owned  subsidiaries  Rattlesnake
Ventures,  Inc.,  Rattlesnake-Danbury,  Inc.,  Rattlesnake-Lynbrook,   Inc.  and
Rattlesnake-Flemington,  Inc. The security interest provided for herein shall be
subject  to a  certain  Security  Agreement  dated  as of the date  hereof  (the
"Security  Agreement") and the rights of the Holder to pursue his remedies under
such  Security  Agreement  shall  not  be  affected  by  the  subordination  and
moratorium described in paragraph 6.1 above.

     7. Default.  If one or more of the following  events (herein called "Events
of Default") shall occur for any reason  whatsoever (and whether such occurrence
shall be voluntary or  involuntary  or come about or be effected by operation of
law or pursuant to or in compliance  with any  judgment,  decree or order of any
court or any order,  rule or regulation of any  administrative  or  governmental
body),  and the holder of this Note shall  have  given  fifteen  (15) days prior
written  notice to the Company by certified or registered  mail,  return receipt
requested,  and the  Company  shall not have cured  shall  default  within  such
period:

     (i)  default  in the due and  punctual  payment  of the  principal  of,  or
interest on, any Note when and as the same shall become due and payable, whether
at maturity or at a date fixed for prepayment or by acceleration or otherwise;

     (ii) default by the Company in any provision of the Subscription  Agreement
executed in connection with the sale and purchase of the Notes; or

     (iii) the  Company  makes an  assignment  for the benefit of  creditors  or
admits in writing its  inability to pay its debts  generally as they become due;
or

     (iv) an order,  judgment or decree is entered  adjudicating  the Company or
any subsidiary bankrupt or insolvent, or

     (v) the Company petitions or applies to any tribunal for the appointment of
a trustee or receiver of the Company within the meaning of the  Securities  Act,
or of any  substantial  part of the  assets of the  Company,  or  commences  any
proceedings   (other  than   proceedings  for  the  voluntary   liquidation  and
dissolution of a subsidiary) relating to the Company or any subsidiary under any
bankruptcy,  reorganization,  arrangement,  insolvency,  readjustment  of  debt,
dissolution or liquidation law of any  jurisdiction  whether now or hereafter in
effect; or

     (vi) any such petition or application is filed, or any such proceedings are
commenced,  against  the  Company,  and the  Company  by any act  indicates  its
approval  thereof,  consent or acquiescence  therein,  or an order,  judgment or
decree is entered  appointing  any such  trustee or receiver,  or approving  the
petition in any such  proceedings,  and such order,  judgment or decree  remains
unstayed and in effect for more than 60 days; or

     (vii) any order,  judgment or decree is entered in any proceedings  against
the Company or any subsidiary within the meaning of the Securities Act decreeing
the  dissolution  of the  Company and such  order,  judgment  or decree  remains
-unstayed and in effect for more than 60 days; or

     (viii) any order,  judgment or decree is entered in any proceedings against
the Company or any subsidiary decreeing a split-up of the Company which requires
the divestiture of a substantial part of the consolidated  assets of the Company
and its  subsidiaries,  or the divestiture of the stock of a subsidiary and such
order, judgment or decree remains unstayed and in effect for more than 60 days;

Then and in each and every such case, so long as such Event of Default shall not
have been remedied, the holder of any Note, by notice in writing to the Company,
may declare the principal of this Note then outstanding and the interest accrued
thereon if not already due and payable, to be due and payable  immediately,  and
upon any such declaration the same shall become and shall be immediately due and
payable, anything in this Note contained to the contrary notwithstanding.

     8.  Miscellaneous.  (a) To the extent  permitted  by  applicable  law,  the
Company hereby agrees to waive, and does hereby absolutely and irrevocably waive
and relinquish,  the benefit and advantage of any valuation, stay, appraisement,
extension or redemption  law now existing or which may hereafter  exist,  which,
but for this provision, might be applicable to any sale made under the judgment,
order or decree of any court,  or otherwise,  based on the Notes or on any claim
for principal or interest on the Notes.

     (b)  Each  Note is  issued  upon  the  express  condition,  to  which  each
successive  holder expressly  assents and by receiving the same agrees,  that no
recourse under or upon any  obligation,  covenant or agreement of the Notes,  or
for the payment of the principal  of, or premium,  if any, or the interest on, a
Note, or for any claim based on a Note, or otherwise in respect hereof, shall be
had against any incorporator or any past, present or future stockholder, officer
or director, as such, of the Company or of any successor corporation, whether by
virtue  of the  constitution,  statute  or rule of law or by any  assessment  or
penalty or  otherwise  howsoever,  all such  individual  liability  being hereby
expressly  waived  and  released  as a  condition  of  and  as  a  part  of  the
consideration for the execution and issue of the Notes; provided,  however, that
nothing  herein  shall  prevent  enforcement  of the  liability,  if any, of any
stockholder  or  subscriber to capital stock upon or in respect of capital stock
not fully paid.

     (c) Upon receipt by the Company of evidence satisfactory to it of the loss,
theft,  destruction  or  mutilation  of any  Note  and of  indemnity  reasonably
satisfactory  to it, and upon  reimbursement  to the  Company of all  reasonable
expenses  incidental  thereto,  and upon surrender and  cancellation of any such
Note if mutilated, the Company will make and deliver a new Note or like tenor in
lieu of any such Note so lost, stolen, destroyed or mutilated. Any new Note made
and delivered in accordance with the provisions of this subsection 8(c) shall be
dated as of the date from which unpaid  interest has then accrued on the Note so
lost, stolen, destroyed or mutilated.

     (d) Any notice or demand which by any provision of the Notes is required or
provided  to be given or served to or upon the  Company  shall be deemed to have
been  sufficiently  given or served for all purposes by being sent as registered
mail, postage prepaid, addressed to the Company at its principal office.

     (e) No course of dealing  between the Company and the holder of any Note or
any delay on the part of the holder in exercising  any rights under a Note shall
operate as a waiver of any rights of any holder of the Note.

     (f) The Company hereby waives  presentment  and notice of dishonor.  In the
event the holder is  successful  in any  action at law or equity to enforce  the
provisions  of this  Note,  the Holder  shall be  entitled  to recover  from the
Company all reasonable attorney's fees and costs of collection.

     9. Binding  Effect.  The Company  agrees that the  provisions  of this Note
shall  bind and shall  inure to the  benefit  of the  parties  hereto  and their
successors and assigns.

     10. Amendment and Waiver. This Note may be amended, and the performance and
observance  of any term of this Note may be  waived,  with  (and only  with) the
written consent of the Company and such Note purchaser as to whom performance is
to be waived.

     11.  Interest  Rate.  If any interest rate  specified  herein is held to be
impermissible,  then the rate  charged on the  indebtedness  represented  hereby
shall be reduced to the highest rate then permitted by law.

     12.  Communications.  All notices  and other  communications  provided  for
hereunder  or under the Notes  shall be in  writing,  and,  if to you,  shall be
delivered or mailed by registered mail addressed to you at your address as shown
in the records of the  Company in this Note  hereto or to such other  address as
you may  designate to the Company in writing  and, if to the  Company,  shall be
delivered  or mailed by  registered  mail to the Company at 3 Stamford  Landing,
Suite 130, Stamford,  Connecticut 06902, attention:  Office of the President, or
to such other address as the Company may designate to you in writing.

     13.  Delaware  Law.  This Note shall be  construed in  accordance  with and
governed by the laws of the State of Delaware  without  regard to  principles of
conflicts of law, and cannot be changed,  discharged  or  terminated  orally but
only by an instrument in writing signed by the party against whom enforcement of
any change, discharge or termination is sought.

     14. Counterparts. This Note may be executed simultaneously in any number of
counterparts  each of which when so executed and delivered shall be an original,
but  such  counter  parts  together  shall  constitute  but  one  and  the  same
instrument.

     15.  Headings.  The  headings of the sections of this Note are inserted for
convenience only and do not affect the meaning of such section.

     IN WITNESS  WHEREOF,  the  undersigned has caused this Note to be signed in
its  corporate  name by a duly  authorized  officer and to be dated the date and
year first above written.


                                         THE RATTLESNAKE HOLDING
                                          COMPANY, INC.


                                         By:/s/ William J. Opper
                                            -----------------------
                                            William J. Opper
                                            Chairman






                               SECURITY AGREEMENT


     THIS SECURITY  AGREEMENT  (this  "Agreement")  dated as of March 4, 1997 is
made by The Rattlesnake  Holding  Company.,  Inc., a Delaware  corporation  (the
"Company")  in favor of J.L.B.  OF NEVADA,  INC. and Michael Lauer (the "Secured
Party").

     The Secured  Promissory  Notes  dated as of March 4, 1997 in the  aggregate
amount of Five Hundred Thousand  Dollars  ($500,000)  (collectively  the "Note")
executed by the Company in favor of the Secured Party  provides,  subject to its
terms and conditions, for a concurrent loan to the Company. It is a condition to
the  concurrent  loan under the Note by the Secured Party that the Company shall
have  executed  and  delivered,  and  granted  the  Lien  provided  for in  this
Agreement.

     To induce the Secured Party to enter into, and to extend credit under,  the
Note and for other good and valuable consideration,  the receipt and sufficiency
of which are hereby acknowledged,  the Company has agreed to pledge,  assign and
grant a  security  interest  in the  Collateral  as  security  for  the  Secured
Obligations. Accordingly, the Company agrees with the Secured Party as follows:

     1. Definitions and Interpretation.

     1.1 Certain  Defined  Terms.  The following  terms shall have the following
meanings under this Agreement:

     "Basic Document" shall mean the Note and this Agreement.

     "Code" shall mean the Uniform  Commercial Code as in effect in the State of
New York from time to time or, by  reason of  mandatory  application,  any other
applicable jurisdiction.

     "Collateral" shall mean all right, title and interest of the Company in the
shares of  capital  stock (the  "Stock")  held by the  Company in the  following
subsidiaries  (collectively the  "Subsidiaries")  of the company:  100 shares of
Rattlesnake Ventures, Inc., 100 shares of Rattlesnake-Danbury,  Inc., 100 shares
of   Rattlesnake-Lynbrook,   Inc.   and  100   shares   of   Common   Stock   of
Rattlesnake-Flemington, Inc.

     "Default" shall mean any default described in the Note.

     "Lien" shall mean, with respect to any property, any mortgage,
lien, pledge, charge, security interest or encumbrance of any kind in respect of
such property or any agreement to give, or notice of, any of the foregoing.

     "Secured Obligations" shall mean any and all obligations of the Company for
the  performance  of its  agreements,  covenants  and  undertakings  under or in
respect of the Note, including the payment of all amounts owed thereunder.

     1.2  Interpretation.  In this Agreement,  unless otherwise  indicated,  the
singular  includes the plural and plural the singular;  words  importing  either
gender include the other gender; references to statutes or regulations are to be
construed as including  all statutory or  regulatory  provisions  consolidating,
amending or  replacing  the statute or  regulation  referred to;  references  to
"writing" include printing,  typing,  lithography and other means of reproducing
words  in a  tangible  visible  form;  the  words  "including,"  "includes"  and
"include"  shall be deemed to be  followed  by the  words  "without  limitation"
references  to  articles,  sections (or  subdivisions  of  sections),  exhibits,
annexes or schedules are to this  Agreement;  references to agreements and other
contractual  instruments  shall be deemed to include all subsequent  amendments,
extensions  and  other  modifications  to such  instruments  (without,  however,
limiting  any  prohibition  on  any  such   amendments,   extensions  and  other
modifications  by the terms of any such document);  and references to persons or
entities including their respective permitted successors and assigns.

     2. Collateral.

     2.1 Grant.  As collateral  security for the prompt payment in full when due
(whether at stated  maturity,  by  acceleration or otherwise) and performance of
the Secured Obligations,  the Company hereby pledges,  assigns and grants to the
Secured  Party a security  interest  in all of the  Company's  right,  title and
interest in and to the Collateral.

     2.2  Perfection.  Concurrently  with the  execution  and  delivery  of this
Agreement,  the  Company  shall (i) file  such  financing  statements  and other
documents in such offices as the Secured Party may reasonably request in writing
to perfect and establish the Lien granted by this Agreement, (ii) deliver to the
attorneys  for the Secured  Party and pledge to the Secured  Party  certificates
representing  the  Stock,  and (iii)  take all such  other  actions  as shall be
necessary  or as the  Secured  Party may request to perfect  and  establish  the
priority of the Lien granted by this Agreement.

     2.3 Preservation and Protection of Security Interests. The Company shall:

     (a) upon the acquisition after the date of this Agreement by the Company of
any  instrument  or chattel  paper  evidencing  all or any part of the interests
constituting  the Collateral,  promptly  deliver and pledge to the Secured Party
all  such  instruments  or  chattel  paper,  endorsed  or  accompanied  by  such
instruments of assignment and transfer in such form and substance as the Secured
Party may request; and

     (b)  give,  execute,   deliver,  file  or  record  any  and  all  financing
statements,  notices, contracts, agreements or other instruments, obtain any and
all  governmental  approvals and take any and all steps that may be necessary or
as the Secured Party may request to create, perfect,  establish the priority of,
or to preserve the validity, perfection or priority of, the Lien granted by this
Agreement  or to enable the Secured  Party to  exercise  and enforce its rights,
remedies, powers and privileges under this Agreement with respect to such Lien.



     2.4 Attorney-in-Fact.

     (a) The  Secured  Party is hereby  appointed  the  attorney-in-fact  of the
Company for the purpose of carrying out the  provisions  of this  Agreement  and
taking any action and executing any instruments which the Secured Party may deem
necessary or advisable to accomplish the purposes of this Agreement, to preserve
the  validity,  perfection  and priority of the Lien  granted by this  Agreement
(including,  without  limitation,  the  filing or  recording  of such  financing
statements as Secured Party may deem  appropriate or necessary)  and,  following
any Default, to exercise its rights, remedies,  powers and privileges under this
Agreement.  This appointment as attorney-in-fact is irrevocable and coupled with
an interest. Without limiting the generality of the foregoing, the Secured Party
shall be entitled under this Agreement upon the occurrence and  continuation  of
any Default (i) to ask,  demand,  collect,  sue for,  recover,  receive and give
receipt and  discharge for amounts due and to become due under and in respect of
all or any part of the  Collateral;  (ii) to  receive,  endorse  and collect any
instruments  or  other  drafts,  instruments,  documents  and  chattel  paper in
connection with clause (i) above (including any draft or check  representing the
proceeds of  insurance  or the return of unearned  premiums) ; (iii) to file any
claims  or take any  action  or  proceeding  that  the  Secured  Party  may deem
necessary or advisable for the collection of all or any part of the  Collateral,
including  the  collection of any  compensation  due and to become due under any
contract or  agreement  with respect to all or any part of the  Collateral;  and
(iv) to execute,  in connection  with any sale or  disposition of the Collateral
under  Section  4,  any  endorsements,  assignments,  bills  of  sale  or  other
instruments  of  conveyance  or transfer  with respect to all or any part of the
Collateral.

     (b) So long as no  Default  shall  have  occurred  and be  continuing,  the
Company shall have the right to exercise all voting, consensual and other powers
of ownership pertaining to the Collateral for all purposes not inconsistent with
the terms of this Agreement.

     (c) If any Default  shall have occurred and be  continuing,  and whether or
not the  Secured  Party  exercises  any  available  right to declare any Secured
Obligation due and payable or seeks or pursues any other right, remedy, power or
privilege  available to it under  applicable  law,  this  Agreement or any other
Basic Document,  all payments and other distributions on the Collateral shall be
paid directly to the Secured  Party or its designee,  retained by it and applied
as set forth in Section 4.04.

     2.5 Rights and Obligations.

     (a) The Company shall remain  liable to perform its duties and  obligations
under the contracts and agreements included in the Collateral in accordance with
their  respective  terms to the same  extent as if this  Agreement  had not been
executed and delivered.  The exercise by the Secured Party of any right, remedy,
power or  privilege in respect of this  Agreement  shall not release the Company
from any of its duties and obligations under such contracts and agreements.  The
Secured Party shall have no duty,  obligation or liability  under such contracts
and  agreements  by reason of this  Agreement or any other Basic  Document,  nor
shall the Secured Party be obligated to perform any of the duties or obligations
of the Company  under any such  contract or  agreement  or to take any action to
collect or enforce any claim under any such contract or agreement.

     (b) No Lien granted by this  Agreement in the  Company's  right,  title and
interest  in any  contract or  agreement  shall be deemed to be a consent by the
Secured Party to any such contract or agreement.

     (c) No  reference  in this  Agreement  to  proceeds or to the sale or other
disposition  of  Collateral  shall  authorize  the Company to sell or  otherwise
dispose of any Collateral.

     (d) The Secured  Party shall not be  required  to take steps  necessary  to
preserve any rights against prior parties to any part of the Collateral.

     3.  Representations,  Warranties  and  Covenants.  As of the  date  of this
Agreement,  the Company represents,  warrants and covenants to the Secured Party
as follows:

     3.1 Title.  The Company is the sole  beneficial  owner of the Collateral in
which  it  purports  to  grant a Lien  pursuant  to  this  Agreement,  and  such
Collateral is free and clear of all Liens. The Lien granted by this Agreement in
favor of the Secured  Party has attached and  constitutes  a perfected  security
interest in all of such Collateral prior to all other Liens.

     3.2 Sales and Other Liens. The Company shall not dispose of any Collateral,
create, incur, assume or suffer to exist any Lien upon any Collateral or file or
suffer  to be on  file  or  authorize  to be  filed,  in any  jurisdiction,  any
financing  statement or like  instrument  with respect to all or any part of the
Collateral in which the Secured Party is not named as the sole secured party.

     3.3 Principal Place of Business.  The Company's chief executive  office and
principal place of business is located at the address set forth below.

     3.4 Further Assurances. The Company agrees that, from time to time upon the
written request of the Secured Party,  the Company will execute and deliver such
further  documents  and do such other acts and things as the  Secured  Party may
reasonably request in order fully to effect the purposes of this Agreement.

     3.5 Stock and Future Issuances. The Stock constitutes all of the issued and
outstanding  shares of capital stock of the Subsidiaries.  No additional capital
stock of the  Subsidiaries  may be  issued,  and no  transfer  of  assets of the
Subsidiaries shall be made, until the repayment of the Note in full.

     4. Remedies.

     4.1 Events of  Default,  Etc.  If any Default  shall have  occurred  and be
continuing:

     (a) The Secured Party in its discretion may make any reasonable  compromise
or settlement it deems  desirable  with respect to any of the Collateral and may
extend the time of payment,  arrange for payment in  installments,  or otherwise
modify the terms of, all or any part of the Collateral;

     (b) The Secured Party in its discretion  may, in its name or in the name of
the  Company or  otherwise,  demand,  sue for,  collect or receive  any money or
property at any time payable or  receivable on account of or in exchange for all
or any part of the Collateral, but shall be under no obligation to do 50;

     (c) The Secured Party in its discretion  may, upon ten business days' prior
written notice to the Company of the time and place,  with respect to all or any
part of the  Collateral  which shall then be or shall  thereafter  come into the
possession,  custody or control of the Secured Party or any of its agents, sell,
lease or otherwise dispose of all or any part of such Collateral,  at such place
or places as the Secured  Party deems best,  for cash,  for credit or for future
delivery  (without  thereby  assuming  any credit risk) and at public or private
sale,  without  demand of  performance or notice of intention to effect any such
disposition  or of time or place of any such  sale  (except  such  notice  as is
required above or by applicable  statute and cannot be waived) , and the Secured
Party or any other person or entity may be the purchaser, lessee or recipient of
any or all of the  Collateral  so  disposed  of at any public  sale (or,  to the
extent  permitted  by law, at any  private  sale) and  thereafter  hold the same
absolutely, free from any claim or right of whatsoever kind, including any right
or equity of  redemption  (statutory  or  otherwise) , of the Company,  any such
demand,  notice and right or equity being hereby  expressly waived and released.
The Secured  Party may,  without  notice or  publication,  adjourn any public or
private sale or cause the same to be adjourned from time to time by announcement
at the time and place fixed for the sale,  and such sale may be made at any time
or place to which the sale may be so adjourned; and

     (d) The Secured Party shall have, and in its  discretion may exercise,  all
of the rights, remedies, powers and privileges with respect to the Collateral of
a  secured  party  under the Code  (whether  or not the Code is in effect in the
jurisdiction  where such rights,  remedies,  powers and privileges are asserted)
and such additional rights,  remedies,  powers and privileges to which a secured
party is entitled under the laws in effect in any jurisdiction where any rights,
remedies,  powers and  privileges in respect of this Agreement or the Collateral
may be asserted, including the right, to the maximum extent permitted by law, to
exercise all voting,  consensual and other powers of ownership pertaining to the
Collateral  as if the  Secured  Party  were the sole and  absolute  owner of the
Collateral (and the Company agrees to take all such action as may be appropriate
to give effect to such right).

The proceeds of, and other  realization  upon,  the  Collateral by virtue of the
exercise of remedies under this Section 4.01 shall be applied in accordance with
Section 4.4.

     4.2  Deficiency.  If the  proceeds  of,  or  other  realization  upon,  the
Collateral  by  virtue  of the  exercise  of  remedies  under  Section  4.01 are
insufficient to cover the costs and expenses of such exercise and the payment in
full of the other Secured  Obligations,  the Company shall remain liable for any
deficiency.

     4.3 Private Sale.

     (a) The Secured  Party shall  incur no  liability  as a result of the sale,
lease or other disposition of
all or any part of the  Collateral  at any private sale pursuant to Section 4.01
conducted in a  commercially  reasonable  manner.  The Company hereby waives any
claims against the Secured Party arising by reason of the fact that the price at
which the Collateral may have been sold at such a private sale was less than the
price  which  might  have been  obtained  at a public  sale or was less than the
aggregate amount of the Secured  Obligations,  even if the Secured Party accepts
the first  offer  received  and does not offer the  Collateral  to more than one
offeree.

     (b) The Company recognizes that, by reason of certain
prohibitions contained in the Securities Act of
1933 and applicable  state  securities laws, the Secured Party may be compelled,
with  respect  to any  sale  of all or any  part  of the  Collateral,  to  limit
purchasers  to those  who  will  agree,  among  other  things,  to  acquire  the
Collateral  for  their  own  account,  for  investment  and  not  with a view to
distribution or resale. The Company acknowledges that any such private sales may
be at prices  and on terms  less  favorable  to the  Secured  Party  than  those
obtainable through a public sale without such restrictions, and, notwithstanding
such  circumstances,  agree that any such  private  sale shall be deemed to have
been made in a commercially  reasonable manner and that. the Secured Party shall
have no obligation to engage in public sales and no obligation to delay the sale
of any  Collateral  for the period of time  necessary  to permit the  respective
Issuer of such Collateral to register it for public sale.

     4.4 Application of Proceeds. Except as otherwise expressly provided in this
Agreement and except as provided below in this Section 4.04, the proceeds of, or
other  realization  upon,  all or any part of the  Collateral  by  virtue of the
exercise of remedies  under  Section 4.01 and any other cash at the time held by
the Secured Party under this Agreement, shall be applied by the Secured Party:

     First,  to the  payment  of the  costs and  expenses  of such  exercise  of
remedies,  including reasonable  out-of-pocket costs and expenses of the Secured
Party,  the fees and  expenses of its agents and counsel and all other  expenses
incurred and advances made by the Secured Party in that connection;

     Next, to the payment in full of the remaining  Secured  Obligations in such
manner as the Secured Party may determine; and

     Finally,  to the payment to the Company,  or its  respective  successors or
assigns, or as a court of competent
jurisdiction may direct, of any surplus then remaining.

     As used in this  Section  4,  "proceeds"  of  Collateral  shall  mean cash,
securities and other property  realized in respect of, and distributions in kind
of,   Collateral,   including  any  property   received  under  any  bankruptcy,
reorganization  or other similar  proceeding as to the Company or any issuer of,
or account debtor or other obligor on, any of the Collateral.

     5. Miscellaneous.

     5.1 Waiver.  No failure on the part of the Secured Party to exercise and no
delay in  exercising,  and no course of  dealing  with  respect  to,  any right,
remedy,  power or privilege  under this  Agreement  shall operate as a waiver of
such right, remedy, power or privilege, nor shall any single or partial exercise
of any right, remedy, power or privilege under this Agreement preclude any other
or  further  exercise  of any such  right,  remedy,  power or  privilege  or the
exercise of any other -right, remedy, power or privilege.  The rights, remedies,
powers  and  privileges  provided  in  this  Agreement  are  cumulative  and not
exclusive of any rights, remedies, powers and privileges provided by law.

     5.2  Notices.  All  notices  and  communications  to be  given  under  this
Agreement  shall be given or made in writing to the  intended  recipient  at the
address  specified  below or, as to any party, at such other address as shall be
designated  by such party in a notice to each other  party.  Except as otherwise
provided in this Agreement, all such communications shall be deemed to have been
duly given when  transmitted by telex or telecopier,  delivered to the telegraph
or cable office or personally delivered or, in the case of a mailed notice, upon
receipt, in each case, given or addressed as provided in this Section 5.02:

         To the Company:            The Rattlesnake Holding Company, Inc.
                                    3 Stamford Landing, Suite
                                    130 Stamford, Connecticut 06902
                                    Fax No.:  (203) 975-7973
                                    Attention: David Sederholt

         With a copy to:            Goldstein & DiGioia, LLP
                                    369 Lexington Avenue
                                    New York, New York 10017
                                    Fax No.: (212) 557-0295
                                    Attn: Victor J. DiGioia

         To the Secured Party:

Michael Lauer                       J.L.B. of Nevada, Inc.
c/o Lancer Group                    1500 East Tropicana Avenue
200 Park Avenue                     Suite 100
Suite 3900                          Las Vegas, NE 89119
New York, NY 10166                  Attn: Jay Botchman

         With a copy to:            Caplin.& Drysdale
                                    One Thomas Circle NW
                                    Washington, D.C. 20005
                                    Fax No. (202) 429-3301
                                    Attn: Graeme Bush

     5.3  Expenses,  Etc. The Company  agrees to pay or to reimburse the Secured
Party for all costs  and  expenses  (including  reasonable  attorney's  fees and
expenses) that may be incurred by the Secured Party in any effort to enforce any
of the  provisions  of  Section 4 or any of the  obligations  of the  Company in
respect of the Collateral or in connection with (a) the preservation of the Lien
of, or the rights of the Secured Party under this Agreement or (b) any actual or
attempted sale, lease, disposition, exchange, collection, compromise, settlement
or other  realization in respect of, or care of, the  Collateral,  including all
such costs and expenses (and reasonable  attorney's fees and expenses)  incurred
in any bankruptcy,  reorganization, workout or other similar proceeding relating
to the Company.

     5.4  Amendments,  Etc.  Any  provision of this  Agreement  may be modified,
supplemented  or waived only by an  instrument  in writing duly  executed by the
Company and the Secured Party. Any such modification, supplement or waiver shall
be for such period and subject to such  conditions  as shall be specified in the
instrument  effecting the same and shall be binding upon the Secured Party, each
holder of any of the Secured  Obligations  and the Company,  and any such waiver
shall be effective only in the specific  instance and for the purposes for which
given.

     5.5 Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the Company,  the Secured  Party and each holder of any of the
Secured Obligations and their respective  successors and permitted assigns.  The
Company shall not assign or transfer its rights under this Agreement without the
prior written consent of the Secured Party.

     5.6 Survival.  All representations and warranties made in this Agreement or
in any certificate or other document delivered pursuant to or in connection with
this  Agreement  shall survive the  execution and delivery of this  Agreement or
such certificate or other document (as the case may be) or any deemed repetition
of any such representation or warranty.

     5.7 Agreements Superseded. This Agreement supersedes all prior
agreements and  understandings,  written or oral, among the parties with respect
to the subject matter of this Agreement.

     5.8  Severability.  Any provision of this  Agreement  that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining   provisions  of  this   Agreement,   and  any  such   prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

     5.9 GOVERNING LAW;  SUBMISSION TO  JURISDICTION.  THIS  AGREEMENT  SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
THE COMPANY HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES
DISTRICT  COURT FOR THE SOUTHERN  DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE
COURT  SITTING IN NEW YORK,  NEW YORK FOR THE PURPOSES OF ALL LEGAL  PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT.  THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY  APPLICABLE  LAW, ANY  OBJECTION  WHICH IT MAY NOW OR  HEREAFTER  HAVE TO THE
LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM
THAT  ANY  SUCH  PROCEEDING  BROUGHT  IN SUCH A COURT  HAS  BEEN  BROUGHT  IN AN
INCONVENIENT FORUM.

     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed and delivered as of the day and year first above written.

                                           THE RATTLESNAKE HOLDING COMPANY, INC.


                                           By:/s/ William J. Opper
                                              -----------------------
                                              William J. Opper, Chairman