REORGANIZATION


                          AND STOCK EXCHANGE AGREEMENT


                                      AMONG


                      THE RATTLESNAKE HOLDING COMPANY, INC.


                                       AND


                        OTTOMANELLI BROTHERS WEST, LTD.,
                      OTTOMANELLI'S CAFE FRANCHISING CORP.,
                         34TH ST. CAFE ASSOCIATES INC.,
                             GARDEN STATE CAFE CORP.




                             AND THEIR SHAREHOLDERS




                                 August 21, 1997



<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                             Page
<S>                                                                                                           <C>

1.   Definitions................................................................................................1
2.   Purchase and Sale of Ottomanelli Corporations Shares.......................................................6
     (a) Basic Transaction......................................................................................6
     (b) Stock Exchange.........................................................................................6
     (c) The Closing............................................................................................6
3.   Representations and Warranties Concerning the Transaction..................................................7
     (a) Representations and Warranties of the Shareholders.....................................................7
     (b) Representations and Warranties of RHC..................................................................8
4.   Representations and Warranties Concerning the Ottomanelli Corporations....................................10
     (a) Organization, Qualification, and Corporate Power......................................................11
     (b) Capitalization........................................................................................11
     (c) Noncontravention......................................................................................11
     (d) Brokers' Fees.........................................................................................12
     (e) Title to Assets.......................................................................................12
     (f) Subsidiaries..........................................................................................12
     (g) Financial Statements..................................................................................12
     (h) Events Subsequent to Most Recent Fiscal Year End......................................................13
     (i) Undisclosed Liabilities...............................................................................15
     (j) Legal Compliance......................................................................................15
     (k) Tax Matters...........................................................................................15
     (l) Real Property.........................................................................................17
     (m) Intellectual Property.................................................................................17
     (n) Tangible Assets.......................................................................................18
     (o) Inventory.............................................................................................18
     (p) Contracts.............................................................................................18
     (q) Notes and Accounts Receivable.........................................................................19
     (r) Powers of Attorney....................................................................................20
     (s) Insurance.............................................................................................20
     (t) Litigation............................................................................................20
     (u) Employees.............................................................................................20
     (v) Employee Benefits.....................................................................................21
     (w) Guaranties............................................................................................21
     (x) Environment, Health, and Safety.......................................................................21
     (y) Certain Business Relationships between the
         Shareholders and with the Ottomanelli Corporations....................................................22
     (z) Disclosure............................................................................................22
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                                           <C>

5.   Pre-Closing Covenants.....................................................................................22
     (a) General...............................................................................................22
     (b) Notices and Consents..................................................................................22
     (c) Operation of Business.................................................................................22
     (d) Preservation of Business..............................................................................23
     (e) Full Access...........................................................................................23
     (f) Notice of Developments................................................................................23
6.   Post-Closing Covenants....................................................................................23
     (a) General...............................................................................................23
     (b) Litigation Support....................................................................................24
     (c) Transition............................................................................................24
     (d) Confidentiality.......................................................................................24
     (e) Covenant Not to Compete...............................................................................25
     (f) Management of RHC and Subsidiaries....................................................................26
7.   Conditions to Obligation to Close.........................................................................26
     (a) Conditions to Obligation of RHC.......................................................................26
     (b) Conditions to Obligation of the Shareholders..........................................................28
8.   Remedies for Breaches of This Agreement...................................................................29
     (a) Survival of Representations ad Warranties.............................................................29
     (b) Indemnification Provisions for Benefit of the Buyer...................................................29
     (c) Indemnification Provisions for Benefit of the Shareholders............................................30
     (d) Matters Involving Third Parties.......................................................................31
     (e) Determination of Adverse Consequences.................................................................32
     (f) Other Indemnification Provisions......................................................................32
9.   Termination...............................................................................................33
     (a) Termination of Agreement..............................................................................33
     (b) Effect of Termination.................................................................................34
10.  Post-Closing Financing; Security Interest.................................................................34
11.  Miscellaneous.............................................................................................34
     (a) Nature of Certain Obligations.........................................................................34
     (b) Press Releases and Public Announcements...............................................................34
     (c) No Third-Party Beneficiaries..........................................................................35
     (d) Entire Agreement......................................................................................35
     (e) Succession and Assignment.............................................................................35
     (f) Counterparts..........................................................................................35
     (g) Headings..............................................................................................35
     (h) Notices...............................................................................................35
     (i) Governing Law.........................................................................................36
     (j) Amendments and Waivers................................................................................36
     (k) Severability..........................................................................................36
     (l) Expenses..............................................................................................36
     (m) Construction..........................................................................................37
     (n) Incorporation of Exhibits, Annexes, and Schedules.....................................................37
     (o) Specific Performance..................................................................................37
     (p) Submission to Jurisdiction............................................................................37
</TABLE>

<PAGE>

     Exhibit A = Form of  Opinion of Counsel  to  Shareholders  and  Ottomanelli
Corporations

     Exhibit B = Form of Opinion of Counsel to RHC

     Exhibit C = Form of Registration Rights Agreement

     Exhibit D = Form of RHC Warrant

     Exhibit E = Form of Nicolo Ottomanelli Employment Agreement

     Exhibit F = Form of Joseph Ottomanelli Employment Agreement

     Exhibit G = Form of Trademark License Agreement

     Exhibit H =  preferred  Stock  Restructuring  Terms  Disclosure  Schedule =
Exceptions  to  Representations   and  Warranties   Concerning  the  Ottomanelli
Corporations


<PAGE>


                   REORGANIZATION AND STOCK EXCHANGE AGREEMENT

     Agreement  entered  into on August 21, 1997,  by and among The  Rattlesnake
Holding Company, Inc., a Delaware corporation ("RHC") and Nicolo Ottomanelli and
Joseph Ottomanelli  (collectively the "Shareholders")  and Ottomanelli  Brothers
West, Ltd.,  Ottomanelli's  Cafe Franchising Corp., 34th Street Cafe Associates,
Inc., and Garden State Cafe Corp.  (together,  the "Ottomanelli  Corporations").
RHC,  the  Ottomanelli   Corporations  and  the  Shareholders  are  referred  to
collectively herein as the "Parties."

     WHEREAS,  the  Shareholders  in the  aggregate  own all of the  outstanding
capital stock of each of the Ottomanelli Corporations.

     WHEREAS,  the Parties desire to consummate a tax free reorganization  under
Section 368 of the  Internal  Revenue  Code in which RHC will  acquire  from the
Shareholders,  and the Shareholders  will deliver to RHC, all of the outstanding
capital stock of the Ottomanelli Corporations in exchange for the RHC Shares and
RHC Warrants (as defined herein).

     WHEREAS, it is the intention of the Parties that the reorganization qualify
as a tax free  exchange in accordance  with Section 368 of the Internal  Revenue
Code.

     NOW,  THEREFORE,  in  consideration of the premises and the mutual promises
herein  made,  and in  consideration  of the  representations,  warranties,  and
covenants herein contained, the Parties agree as follows.

     1. Definitions.

     "Accredited Investor" has the meaning set forth in Regulation D promulgated
under the Securities Act.

     "Adverse  Consequences" means all actions,  suits,  proceedings,  hearings,
investigations,  charges, complaints,  claims, demands, injunctions,  judgments,
orders, decrees, rulings,  damages, dues, penalties,  fines, costs, amounts paid
in settlement,  Liabilities,  obligations,  Taxes, liens, losses,  expenses, and
fees, including court costs and reasonable attorneys' fees and expenses.

     "Affiliate"  has the  meaning  set  forth in Rule  12-2 of the  regulations
promulgated under the Securities Exchange Act.

     "Affiliated  Group" means any  affiliated  group within the meaning of Code
Sec. 1504.

     "Basis" means any past or present fact,  situation,  circumstance,  status,
condition,  activity,  practice,  plan,  occurrence,  event,  incident,  action,
failure  to  act,  or  transaction  that  substantially  forms,  or  is  likely,
substantially to form the basis for any specified consequence.

     "Closing" has the meaning set forth in ss.2(c) below.

<PAGE>

     "Closing Date" has the meaning set forth in Section 2 (c) below.

     "Commonwealth  Fairness  Opinion"  means the  investment  banking  fairness
opinion in customary  form to be delivered by  Commonwealth  Associates LP which
opinion shall deem the terms of the transaction  contemplated  herein as fair to
RHC.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Confidential  Information" means any information concerning the businesses
and affairs of the Ottomanelli  Corporations or RHC, as the case may be, that is
not already available to the public.

     "Controlled  Group of Corporations"  has the meaning set forth in Code Sec.
1563.

     "Deferred  Intercompany  Transaction"  has the  meaning set forth in Treas.
Reg. Section 1.1502-13.

     "Disclosure Schedule" has the meaning set forth in Section 4 below.

     "Employee Benefit Plan" means any (a) nonqualified deferred compensation or
retirement  plan or arrangement  which is an Employee  Pension Benefit Plan, (b)
qualified  defined  contribution  retirement  plan or  arrangement  which  is an
Employee Pension Benefit Plan, (c) qualified defined benefit  retirement plan or
arrangement   which  is  an  Employee   Pension   Benefit  Plan  (including  any
Multiemployer  Plan),  or (d) Employee  Welfare  Benefit Plan or material fringe
benefit plan or program.

     "Employee  Pension  Benefit  Plan" has the  meaning set forth in ERISA Sec.
3(2).

     "Employee  Welfare  Benefit  Plan" has the  meaning set forth in ERISA Sec.
3(1).

     "Employment  Agreements"  means the  employment  agreements  between Nicolo
Ottomanelli and Joseph Ottomanelli,  respectively, and RHC, substantially in the
form of Exhibit E and F, respectively annexed hereto.

     "Environmental,   Health,   and  Safety   Laws"  means  the   Comprehensive
Environmental  Response,  Compensation  and Liability Act of 1980,  the Resource
Conservation  and Recovery Act of 1976, and the  Occupational  Safety and Health
Act of 1970,  each as amended,  together with all other laws  (including  rules,
regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and
charges  thereunder) of federal,  state, local, and foreign governments (and all
agencies thereof) concerning pollution or protection of the environment,  public
health and safety,  or employee  health and safety,  including  laws relating to
emissions,   discharges,   releases,   or  threatened  releases  of  pollutants,
contaminants,  or chemical,  industrial,  hazardous, or toxic materials or toxic
wastes into ambient air,  surface  water,  ground  water,  or lands or otherwise
relating to the manufacture,  processing, distribution, use, treatment, storage,
disposal,  transport,  or handling of  pollutants,  contaminants,  or  chemical,
industrial, hazardous, or toxic materials or toxic wastes.

<PAGE>

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended.

     "Excess  Loss  Account"  has the meaning set forth in Treas.  Reg.  Section
1.1502-19.

     "Extremely  Hazardous  Substance"  has the meaning set forth in Sec. 302 of
the Emergency Planning and Community Right-to-Know Act of 1986, as amended.

     "Fiduciary" has the meaning set forth in ERISA Sec. 3(21).

     "Financial Statement" has the meaning set forth in Section 4(g) below.

     "GAAP" means United States generally accepted  accounting  principles as in
effect from time to time.

     "Hart-Scott-Rodino Act" means the Hart-Scott-Rodino  Antitrust Improvements
Act of 1976, as amended.

     "Indemnified Party" has the meaning set forth in Section 8(d) below.

     "Indemnifying Party" has the meaning set forth in Section 8(d) below.

     "Intellectual  Property"  means (a) all inventions  (whether  patentable or
unpatentable and whether or not reduced to practice),  all improvements thereto,
and all patents, patent applications, and patent disclosures,  together with all
reissuances,  continuations,  continuations- in-part, revisions, extensions, and
reexaminations  thereof,  in which the person  organization,  or a  governmental
entity (or any department, agency, or political subdivision thereof).

     (next page missing)
<PAGE>


     "Prohibited  Transaction"  has the meaning set forth in ERISA Sec.  406 and
Code Sec. 4975.

     "RHC Common  Stock"  means the Common  Stock,  par value $.00l per share of
RHC.

     "RHC   Shares"   means  the  RHC  Common  Stock  to  be  delivered  to  the
Shareholders.

     "Registration  Rights  Agreement" means the agreement  substantially in the
form of Exhibit C annexed hereto whereby RHC grants to the Shareholders  certain
registration  rights for certain  shares of RHC Common  Stock for sale under the
Securities Act.

     "Reportable Event" has the meaning set forth in ERISA Sec. 4043.

     "RHC Warrant" means the common stock  purchase  Warrants to be delivered to
the Shareholders and substantially in the form of Exhibit D annexed hereto.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Securities  Exchange Act" means the Securities  Exchange Act of 1,934,  as
amended.

     "Security Interest" means any mortgage, pledge, lien, encumbrance,  charge,
or other  security  interest,  other  than (a)  mechanic's,  materialmen's,  and
similar liens,  (b) liens for Taxes not yet due and payable,  (c) purchase money
liens and liens securing rental payments under capital lease  arrangements,  and
(d) other liens  arising in the Ordinary  Course of Business and not incurred in
connection with the borrowing of money.

     "Shareholder" has the meaning set forth in the preface above.

     "Subsidiary" means any corporation with respect to which a specified Person
(or a subsidiary  thereof)  owns a majority of the common stock or has the power
to vote or direct the voting of sufficient securities to elect a majority of the
directors.

     "Ottomanelli  Corporations Capital Stock" means all shares of capital stock
of the Ottomanelli Corporations.

     "Tax" means any federal,  state, local, or foreign income,  gross receipts,
license, payroll,  employment,  excise, severance,  stamp, occupation,  premium,
windfall profits,  environmental  (including taxes under Code Sec. 59A), customs
duties,  capital stock,  franchise,  profits,  withholding,  social security (or
similar),  unemployment,  disability,  real property,  personal property, sales,
use,  transfer,  registration,  value  added,  alternative  or  add-on  minimum,
estimated, or other tax of any kind whatsoever, including any interest, penalty,
or addition thereto, whether disputed or not.

     "Tax Return" means any return,  declaration,  report,  claim for refund, or
information  return or statement  relating to Taxes,  including  any schedule or
attachment thereto, and including any amendment thereof.

<PAGE>

     "Third Party Claim" has the meaning set forth in Section 8(d) below.

     "Trademark License Agreement" mean the license agreement to be entered into
between Ottomanelli  Brothers West Ltd. and RHC whereby RHC grants an exclusive,
perpetual  license  to  Ottomanelli  Brothers  Ltd.  for  use of the  registered
tradename "Ottomanelli's Cafe."

     2. Exchange of  Ottomanelli  Corporations  Capital Stock for RHC Shares and
RHC Warrants.

     (a) Basic  Transaction.  On and subject to the terms and conditions of this
Agreement,  the Shareholders shall exchange all of the Ottomanelli  Corporations
Capital Stock for the RHC Shares and RHC Warrants.

     (b) In exchange for all of the Ottomanelli  Corporations  Capital Stock RHC
agrees to deliver to the  Shareholders  at the Closing (i) such number of shares
of RHC Common Stock as shall equal 37.5% of the issued and outstanding shares of
RHC Common Stock  (including  shares of RHC Common Stock  issuable in connection
with issued and outstanding  convertible securities of RHC other than RHC Common
Stock  purchase  warrants  and options) as of a date which is three (3) business
days  prior to the  Closing  and (ii) RHC  Common  Stock  purchase  Warrants  to
purchase  an amount of RHC  Common  Stock as shall  equal up to 37.5% of the RHC
Common Stock  underlying  all issued and  outstanding  warrants of RHC as of the
date which is three days prior to the Closing  (the RHC Shares and RHC  Warrants
sometimes  hereinafter referred to as the "Stock Exchange  Consideration").  The
Stock  Exchange  Consideration  shall be  allocated  among the  Shareholders  in
proportion to their  respective  holdings of  Ottomanelli  Corporations  Capitol
Stock  as set  forth  in  Section  4(b)  of the  Disclosure  Schedule  or as the
Shareholders shall otherwise advise RHC in writing. RHC covenants and agrees not
to issue any shares of RHC Common Stock or any securities  convertible  into RHC
Common Stock during the period commencing three days prior to the Closing.

     (c) The  Closing.  The  closing of the  transactions  contemplated  by this
Agreement (the "Closing") shall take place at the offices of Goldstein & DiGioia
LLP at 369 Lexington  Avenue,  New York, New York  commencing at 9:00 a.m. local
time on  such  date as RHC and the  Shareholders  may  mutually  determine  (the
"Closing Date"); provided, however, that the Closing Date shall be no later than
October 30, 1997.

     3. Representations and Warranties Concerning the Transaction.

     (a)  Representations  and  Warranties  of  the  Shareholders.  Each  of the
Shareholders  represents  and warrants to RHC that the  statements  contained in
this Section 3 (a) are correct and complete as of the date of this Agreement and
will be correct and  complete as of the Closing Date (as though made then and as
though  the  Closing  Date  were  substituted  for the  date  of this  Agreement
throughout  this Section  3(a)) with respect to himself,  except as set forth in
the Disclosure Schedule.

<PAGE>

     (i)  Authorization  of  Transaction.  The  Shareholder  has full  power and
authority to execute and deliver this  Agreement and to perform his  obligations
hereunder.  This Agreement  constitutes the valid and legally binding obligation
of the Shareholder, enforceable in accordance with its terms and conditions. The
Shareholder  need not give any notice to,  make any filing  with,  or obtain any
authorization,  consent, or approval of any government or governmental agency in
order to consummate the transactions contemplated by this Agreement.

     (ii)  Noncontravention.  Neither  the  execution  and the  delivery of this
Agreement,  nor the consummation of the transactions  contemplated  hereby, will
(A) violate any constitution,  statute, regulation, rule, injunction,  judgment,
order,  decree,   ruling,  charge,  or  other  restriction  of  any  government,
governmental  agency,  or court to  which  the  Shareholder  is  subject  or (B)
conflict with, result in a breach of, constitute a default under,  result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice under any material agreement,  contract, lease,
license, instrument, or other arrangement to which the Shareholder is a party or
by which he or it is bound or to  which  any of his or its  material  assets  is
subject.

     (iii) Brokers' Fees. The  Shareholder has no Liability or obligation to pay
any fees or  commissions  to any broker,  finder,  or agent with  respect to the
transactions contemplated by this Agreement for which RHC could become liable or
obligated.

     (iv)  Investment.  The  Shareholder:  (A) understands  that neither the RHC
Shares nor RHC Warrants have been, nor will be,  registered under the Securities
Act,  or under any state  securities  laws,  and are being  offered  and sold in
reliance upon federal and state  exemptions for  transactions  not involving any
public offering; (B) agrees that he is acquiring the RHC Shares and RHC Warrants
solely for his own account for investment  purposes,  and not with a view to the
distribution  thereof;  (C)  is a  sophisticated  investor  with  knowledge  and
experience  in  business  and  financial  matters;   (D)  has  received  certain
information concerning RHC including,  without limitation,  RHC's Report on Form
10KSB for the fiscal  year ended June 30, 1996 and Reports on Form 10QSB for the
fiscal quarters ended September 30, 1996,  December 31, 1996 and March 31, 1997,
and has had the opportunity to obtain additional information as desired in order
to evaluate the merits and the risks inherent  owning and holding the RHC Shares
and RHC  Warrants;  and is able to bear the economic  risk and lack of liquidity
inherent in holding the RHC Shares and RHC Warrants.

     (vi) Ottomanelli  Corporations  Capital Stock. The  --Shareholder  holds of
record and owns  beneficially  the number and types of Ottomanelli  Corporations
Capital  Stock  set forth  next to his name on  Section  4(b) of the  Disclosure
Schedule  annexed hereto free and clear of any  restrictions  on transfer (other
than any  restrictions  under the  Securities  Act and state  securities  laws),
Taxes,  Security  Interests,  options,  warrants,  purchase  rights,  contracts,
commitments,  equities,  claims, and demands.  The Shareholder is not a party to
any option, warrant,  purchase right, or other contract or commitment that could
require the Shareholder to sell,  transfer,  or otherwise dispose of any capital
stock  of  the  Ottomanelli  Corporations  (other  than  this  Agreement).   The
Shareholder  is not a party to any voting trust,  proxy,  or other  agreement or
understanding with respect to the voting of any capital stock of the Ottomanelli
Corporations.

<PAGE>

     (b)  Representations  and Warranties of RHC. RHC represents and warrants to
the Shareholders that the statements contained in this Section 3 (b) are correct
and complete as of the date of this  Agreement  and will be correct and complete
as of the Closing  Date (as though made then and as though the Closing Date were
substituted for the date of this Agreement throughout this Section 3 (b))

     (i)  organization  of RHC. RHC is a  corporation  duly  organized,  validly
existing,  and in  good  standing  under  the  laws of the  jurisdiction  of its
incorporation.

     (ii)  Authorization  of  Transaction.  RHC has  full  power  and  authority
(including  full  corporate  power and  authority)  to execute and deliver  this
Agreement  and to perform  its  obligations  hereunder,  except for RHC Board of
Directors  approval to be obtained  within  five days of the date  hereof.  This
Agreement   constitutes  the  valid  and  legally  binding  obligation  of  RHC,
enforceable in accordance with its terms and  conditions.  RHC need not give any
notice  to,  make any filing  with,  or obtain any  authorization,  consent,  or
approval of any  government or  governmental  agency in order to consummate  the
transactions contemplated by this Agreement.

     (iii)  Noncontravention.  Neither the  execution  and the  delivery of this
Agreement,  nor the consummation of the transactions  contemplated  hereby, will
(A) violate any constitution,  statute, regulation, rule, injunction,  judgment,
order,  decree,   ruling,  charge,  or  other  restriction  of  any  government,
governmental  agency,  or court to which RHC is subject or any  provision of its
charter or bylaws or (B)  conflict  with,  result in a breach of,  constitute  a
default under,  result in the  acceleration of, create in any party the right to
accelerate,  terminate,  modify,  or  cancel,  or require  any notice  under any
agreement,  contract, lease, license,  instrument, or other arrangement to which
RHC is a party or by which it is bound or to which any of its assets is subject.

     (iv) Brokers'  Fees.  RHC has no Liability or obligation to pay any fees or
commissions  to any broker,  finder,  or agent with respect to the  transactions
contemplated by this Agreement for which any Shareholder  could become liable or
obligated or for which RHC could become liable or obligated.

     (v) Investment.  RHC is not acquiring the Ottomanelli Corporation's Capital
Stock with a view to or for sale in  connection  with any  distribution  thereof
within the meaning of the Securities Act.

     (vi)  Accuracy of SEC  Reports.  RHC has filed all reports  ("Exchange  Act
Reports") required to be filed by it with the Securities and Exchange Commission
("SEC") under the Securities  Exchange Act of 1934, as amended ("Exchange Act").
All of such Exchange Act Reports have been prepared and contain such information
as may be required  under the  Exchange  Act.  None of the  Exchange Act Reports
contain  any untrue  statements  of a material  fact or omit to state a material
fact required to be stated therein or necessary to make the  statements  therein
in light of the circumstances under which they were made not misleading.

<PAGE>

     (vii)  Capitalization.  Exhibit 3 (b) (vii)  annexed  hereto sets forth the
capitalization  of RHC and the outstanding debt (excluding trade debt) of RHC as
of the date of this  Agreement.  Exhibit  3(b)  (vii)  states  (i) the amount of
authorized  capital  stock of RHC (ii) the number  [proceed to next page] issued
and  outstanding  shares of Common  Stock and  preferred  stock of RHC (iii) the
number of issued and outstanding  options and warrants and (iv) a description of
the terms and principal amount of all outstanding debt securities of RHC.

     (viii) Litigation.  There is no action,  suit,  proceedings,  litigation or
governmental  proceeding  pending or to the knowledge of RHC threatened  against
RHC or involving the properties or business of RHC.

     (ix) Other than as set forth on Schedule 3(b) (ix) annexed hereto,  RHC and
its subsidiaries are not in breach of any lease or other material agreement with
respect to any of their respective restaurant locations. To the knowledge of RHC
and its subsidiaries, each restaurant property is in substantial compliance with
all environmental, health and safety laws.

     (x) RHC has delivered to the  Shareholders all  correspondence  received by
RHC from the Nasdaq Stock Market Inc.  ("NASDAQ") and all correspondence sent by
RHC to NASDAQ  regarding  the  continued  listing of RHC's  Common  Stock on the
-NASDAQ SmallCap Market.

     (xi) The RHC Shares and RHC Warrants will be, when delivered at the Closing
to the Shareholders,  validly issued fully paid and non-assessable, and will not
be subject to any lien, security interest or encumbrance of any kind whatsoever.
Assuming due payment therefor in accordance with the RHC Warrants, the Shares of
RHC Common Stock  issuable  upon  exercise of the RHC  Warrants  will be validly
issued  fully  paid and  non-assessable,  and will not be  subject  to any lien,
security interest or encumbrance of any kind whatsoever.

     (xii) Exhibit 3 (b) (xii) annexed  hereto sets forth the unaudited  cost of
operations data of RHC for the months of June and July, 1997.

<PAGE>

     4. Representations and Warranties Concerning the Ottomanelli  Corporations.
The Shareholders  represent and warrant to RHC that the statements  contained in
this  Section 4 are correct and  complete as of the date of this  Agreement  and
will be correct and  complete as of the Closing Date (as though made then and as
though  the  Closing  Date  were  substituted  for the  date  of this  Agreement
throughout  this  Section  4),  except as set forth in the  disclosure  schedule
delivered  by the  Shareholders  to RHC on the date hereof and  initialed by the
Parties (the "Disclosure  Schedule") . Nothing in the Disclosure  Schedule shall
be deemed adequate to disclose an exception to a representation or warranty made
herein,  however,  unless the Disclosure  Schedule identifies the exception with
particularity  and describes the relevant facts in detail.  Without limiting the
generality  of the  foregoing,  the mere  listing (or  inclusion of a copy) of a
document or other item shall not be deemed  adequate to disclose an exception to
a representation or warranty made herein (unless the  representation or warranty
has to do with  the  existence  of the  document  or  other  item  itself).  The
Disclosure Schedule will be arranged in paragraphs corresponding to the lettered
and numbered paragraphs contained in this Section 4.

     (a)  Organization,   Qualification,   and  Corporate  Power.  Each  of  the
Ottomanelli Corporations is a corporation duly organized,  validly existing, and
in good standing under the laws of the jurisdiction of its  incorporation.  Each
of the Ottomanelli Corporations is duly authorized to conduct business and is in
good standing under the laws of each  jurisdiction  where such  qualification is
required.  Each of the  Ottomanelli  Corporations  has full corporate  power and
authority and all licenses,  permits,  and authorizations  necessary to carry on
the  businesses in which it is engaged and to own and use the  properties  owned
and used by it. Section 4(a) of the Disclosure  Schedule lists the directors and
officers of each of the  Ottomanelli  Corporations.  Prior to the  Closing,  the
Shareholders  have  delivered to RHC correct and complete  copies of the charter
and bylaws of each of the  Ottomanelli  Corporations  (as amended to date).  The
stock  (certificate  books and the stock record books of each of the Ottomanelli
Corporations  are correct and complete and the minute books  accurately  reflect
all  formal  actions  of  the  directors  and/or  shareholders  of  each  of the
Ottomanelli Corporations since the date of its respective incorporation. None of
the Ottomanelli Corporations is in material default under or in violation of any
provision of its charter or bylaws.

     (b) Capitalization.  The entire authorized,  issued and outstanding capital
stock of each of the  Ottomanelli  Corporations  is set forth on Section 4(b) of
the  Disclosure  Schedule.  All  of  the  issued  and  outstanding   Ottomanelli
Corporations Capital Stock have been duly authorized,  are validly issued, fully
paid, and nonassessable,  and are held of record by the respective  Shareholders
as  set  forth  in  Section  4(b)  of  the  Disclosure  Schedule.  There  are no
outstanding  or authorized  options,  warrants,  purchase  rights,  subscription
rights,  conversion  rights,  exchange rights, or other contracts or commitments
that could  require  any of the  Ottomanelli  Corporations  to issue,  sell,  or
otherwise  cause to become  outstanding  any of its capital stock.  There are no
outstanding   or  authorized   stock   appreciation,   phantom   stock,   profit
participation,  or  similar  rights  with  respect  to any  of  the  Ottomanelli
Corporations.  There are no  voting  trusts,  proxies,  or other  agreements  or
understandings with respect to the voting of the capital stock of the any of the
Ottomanelli Corporations.

<PAGE>

     (c)  Noncontravention.  Neither  the  execution  and the  delivery  of this
Agreement,  nor the consummation of the transactions  contemplated  hereby, will
(i) violate any constitution,  statute, regulation, rule, injunction,  judgment,
order,  decree,   ruling,  charge,  or  other  restriction  of  any  government,
governmental  agency,  or court to which any of the Ottomanelli  Corporations is
subject or any  provision  of the  charter  or bylaws of any of the  Ottomanelli
Corporations or (ii) conflict with,  result in a breach of, constitute a default
under,  result  in the  acceleration  of,  create  in any  party  the  right  to
accelerate,  terminate,  modify,  or  cancel,  or require  any notice  under any
agreement,  contract, lease, license,  instrument, or other arrangement to which
any of the  Ottomanelli  Corporations  is a party  or by which it is bound or to
which any of its assets is subject (or result in the  imposition of any Security
Interest  upon  any  of  its  respective  assets)  .  None  of  the  Ottomanelli
Corporations  needs to give any notice to, make any filing  with,  or obtain any
authorization,  consent, or approval of any government or governmental agency in
order for the  Parties  to  consummate  the  transactions  contemplated  by this
Agreement.

     (d) Brokers' Fees. None of the Ottomanelli  Corporations  has any Liability
or obligation to pay any fees or  commissions  to any broker,  finder,  or agent
with respect to the transactions contemplated by this Agreement.

     (e) Title to Assets. The Ottomanelli  Corporations have good and marketable
title to,  or a valid  leasehold  interest  in,  or a valid  license  to use the
properties and assets used by them, located on their premises, or acquired after
the date thereof,  free and clear of all Security Interests,  except as provided
in the license  agreements and except for  properties and assets  disposed of in
the Ordinary Course of Business.

     (f)  Subsidiaries.  None of the Ottomanelli  Corporations  owns any capital
stock of any other corporation, partnership or other entity.

     (g)  Financial  Statements.   At  least  10  days  prior  to  Closing,  the
Shareholders  shall  cause the  Ottomanelli  Corporation  to  deliver to RHC the
following financial statements  (collectively the "Financial  Statements").  (i)
audited consolidated and unaudited  consolidating  balance sheets and statements
of income,  changes  in  stockholders'  equity,  and cash flow as of and for the
fiscal years ended  December 31, 1995,  December 31, 1996) ("Most  Recent Fiscal
Year End") and (ii) unaudited  consolidated and consolidating balance sheets and
statements of income,  changes in stockholders  equity,  cash flow as of and for
the 6 months ended June 30( 1997 for each of the Ottomanelli  Corporations.  The
Financial  Statements  (including the notes thereto) shall have been prepared in
accordance with GAAP applied on a consistent  basis throughout the periods being
covered  thereby,  present  fairly the  financial  condition of the  Ottomanelli
Corporations  as of such dates and the results of operations of the  Ottomanelli
Corporations  for such  periods,  and  shall be  consistent  with the  books and
records of the Ottomanelli Corporations (which books and records are correct and
complete in all material respects.

     (h) Events  Subsequent to June 30, 1997. Since June 30, 1997, there has not
been  any  material  adverse  change  in  the  business,   financial  condition,
operations, results of operations, or future prospects of any of the Ottomanelli
Corporations. Without limiting the generality of the foregoing, since that date:

     (i) none of the Ottomanelli Corporations has sold, leased,  transferred, or
assigned  any of its assets,  tangible or other than in the  Ordinary  Course of
Business;

     (ii) none of the Ottomanelli  Corporations  has entered into any agreement,
contract, lease, or license (or series of related agreements, contracts, leases,
and licenses) outside the Ordinary Course of Business;

<PAGE>

     (iii)  no  party  (including  any  of  the  Ottomanelli  Corporations)  has
accelerated, terminated, modified, or canceled any material agreement, contract,
lease,  or license  (or series of related  agreements,  contracts,  leases,  and
licenses)  the  Ottomanelli  Corporations  is a party or by which any of them is
bound;

     (iv) none of the Ottomanelli Corporations has imposed any Security Interest
upon any of its assets, tangible or intangible;

     (v) except as disclosed  to RHC none of the  Ottomanelli  Corporations  has
made any  capital  expenditure  (or  series of 4 related  capital  expenditures)
either involving more than $25,000;

     (vi) none of the Ottomanelli  Corporations has made any capital  investment
in, any loan to, or any  acquisition  of the  securities or assets of, any other
Person (or series of  related  capital  investments,  loans,  and  acquisitions)
either involving more than $10,000;

     (vii) none of the Ottomanelli  Corporations and its Subsidiaries has issued
any note,  bond,  or other debt  security  or  created,  incurred,  assumed,  or
guaranteed any indebtedness  for borrowed money or capitalized  lease obligation
either involving more than $50,000 in the aggregate;

     (viii) none of the  Ottomanelli  Corporations  has delayed or postponed the
payment of accounts payable and other Liabilities outside the Ordinary Course of
Business;

     (ix)  none of the  Ottomanelli  Corporations  has  cancelled,  compromised,
waived,  or released any right or claim (or series of related rights and claims)
outside of the Ordinary Course of Business;

     (x)  none of the  Ottomanelli  Corporations  has  granted  any  license  or
sublicense  of any rights  under or with  respect to any  Intellectual  Property
belonging to it;

     (xi) there has been no change made or  authorized  in the charter or bylaws
of any of the Ottomanelli Corporations;

     (xii) none of the Ottomanelli  Corporations has issued,  sold, or otherwise
disposed of any of its capital stock, or granted any options, warrants, or other
rights to purchase or obtain (including upon conversion,  exchange, or exercise)
any of its capital stock;

     (xiii) none of the  Ottomanelli  Corporations  has declared,  set aside, or
paid any dividend or made any  distribution  with  respect to its capital  stock
(whether in cash or in kind) or redeemed,  purchased,  or otherwise acquired any
of its capital stock;

<PAGE>

     (xiv) none of the  Ottomanelli  Corporations  has  experienced  any damage,
destruction, or loss (whether or not covered by insurance) to its property which
has had or will have, a material  adverse affect upon the business or operations
of the Ottomanelli Corporations;

     (xv) none of the Ottomanelli  Corporations has made any loan to, or entered
into any other transaction with, any of its directors,  officers,  and employees
outside the Ordinary Course of Business;

     (xvi) none of the Ottomanelli  Corporations has entered into any employment
contract or collective  bargaining  agreement,  written or oral, or modified the
terms of any existing such contract or agreement  outside the ordinary Course of
Business;

     (xvii) none of the Ottomanelli Corporations has granted any increase in the
base compensation of any of its directors,  officers,  and employees outside the
Ordinary Course of Business;

     (xviii)  none  of  the  Ottomanelli  Corporations  has  adopted,   amended,
modified,  or terminated any bonus,  profit-sharing,  incentive,  severance,  or
other plan,  contract,  or commitment  for the benefit of any of its  directors,
officers,  and  employees  (or taken any such action  with  respect to any other
Employee Benefit Plan);

     (xix) none of the Ottomanelli  Corporations has made or pledged to make any
charitable or other capital contribution;

     (xx)  there  has not been any other  material  adverse  occurrence,  event,
incident,  action, failure to act, or transaction outside the Ordinary Course of
Business involving any of the Ottomanelli Corporations.

     (i) Undisclosed  Liabilities.  None of the Ottomanelli Corporations has any
Liability  (and  there is no Basis  for any  present  or  future  action,  suit,
proceeding, hearing, investigation,  charge, complaint, claim, or demand against
any of them giving rise to any  Liability),  except for (i)  Liabilities  in the
Financial  Statements (or in any notes thereto) and (ii) Liabilities  which have
arisen after the Financial  Statements in the Ordinary  Course of Business (none
of which  results from,  arises out of,  relates to, is in the nature of, or was
caused by any breach of contract,  breach of warranty,  tort,  infringement,  or
violation  of  law  which  would  result  in  damages  to or  liability  of  the
Ottomanelli Corporation in excess of $50,000).

     (j)  Legal  Compliance.  Each of the  Ottomanelli  Corporations,  and their
respective  predecessors has complied with all applicable laws (including rules,
regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and
charges  thereunder) of federal,  state, local, and foreign governments (and all
agencies thereof),  and no action,  suit,  proceeding,  hearing,  investigation,
charge, complaint,  claim, demand, or notice has been filed or commenced against
any of them  alleging  any failure so to comply  except  where the failure to so
comply would not have a material  adverse affect upon the business or operations
of Ottomanelli Corporations taken as a whole.

<PAGE>
     (k) Tax Matters.

     (i) The Ottomanelli Corporations are S Corporations under the Code. Each of
the Ottomanelli  Corporations  has filed all Tax Returns that it was required to
file.  All. such Tax Returns were correct and complete in all  respects,  except
where  amendments  to such  returns have been made or will be made to conform to
the  Financial  Statements,  copies  of which  amendments  have  been or will be
delivered  to RHC prior to  Closing.  All Taxes  owed by any of the  Ottomanelli
Corporations  (whether or not shown on any Tax Return)  have been paid.  None of
the  Ottomanelli  Corporations  currently is the beneficiary of any extension of
time within which to file any Tax Return. No claim is pending by an authority in
a  jurisdiction  where  any of the  Ottomanelli  Corporations  does not file Tax
Returns that it is or may be subject to taxation by that jurisdiction. There are
no  Security  Interests  on  any  of  the  assets  of  any  of  the  Ottomanelli
Corporations  that arose in connection with any failure (or alleged  failure) to
pay any Tax.

     (ii) Each of the Ottomanelli  Corporations  has withheld and paid all Taxes
required to have been withheld and paid in connection with amounts paid or owing
to any employee, independent contractor,  creditor,  stockholder, or other third
party.

     (iii) No  Shareholder  or  director  or officer  of any of the  Ottomanelli
Corporations  has any actual  acknowledgment  of a basis on which any  authority
will assess any additional  Taxes for any period for which Tax Returns have been
filed,  except for  matters  related to the  Financial  Statements.  There is no
dispute  or  claim  concerning  any  Tax  Liability  of any  of the  Ottomanelli
Corporations  either (A) claimed or raised by any authority in writing or (B) as
to which any of the  Shareholders  and the directors and officers (and employees
responsible for Tax matters) of the Ottomanelli Corporations has Knowledge based
upon  personal  contact  with any agent of such  authority.  Section 4(k) of the
Disclosure  Schedule  lists all federal,  state,  local,  and foreign income Tax
Returns filed with respect to any of the  Ottomanelli  Corporations  for taxable
periods  ended on or after  December 31 1994,  indicates  those Tax Returns that
have been  audited,  and  indicates  those Tax Returns  that  currently  are the
subject of audit.  The  Shareholders  have delivered to RHC correct and complete
copies of all federal income Tax Returns, examination reports, and statements of
deficiencies   assessed   against  or  agreed  to  by  any  of  the  Ottomanelli
Corporations since December 31, 1994.

     (iv)  None of the  Ottomanelli  Corporations  has  waived  any  statute  of
limitations  in respect of Taxes or agreed to any extension of time with respect
to a Tax assessment or deficiency.

<PAGE>

     (v) None of the  Ottomanelli  Corporations  has filed a consent  under Code
Sec.  341(f)  concerning  collapsible  corporations.  None  of  the  Ottomanelli
Corporations has made any payments,  is obligated to make any payments,  or is a
party to any agreement  that under certain  circumstances  could  obligate it to
make any payments that will not be deductible  under Code Sec. 280G. None of the
Ottomanelli  Corporations  has  been  a  United  States  real  property  holding
corporation  within the  meaning of Code Sec.  897(c) (2) during the  applicable
period  specified  in Code Sec.  897(c)  (1) (A) (ii).  Each of the  Ottomanelli
Corporations has disclosed on its federal income Tax Returns all positions taken
therein that could give rise to a substantial  understatement  of federal income
Tax within the meaning of Code Sec. 6662. None of the  Ottomanelli  Corporations
is a party to any Tax allocation or sharing  agreement.  None of the Ottomanelli
Corporations  (A) has been a member of an Affiliated Group filing a consolidated
federal  income Tax Return or (B) has any  Liability for the Taxes of any Person
(other than any of the  Ottomanelli  Corporations)  under  Treas.  Reg.  Section
1.1502-6  (or any similar  provision  of state,  local,  or foreign  law) , as a
transferee successor, by contract, or otherwise.

     (1) Real Property.  The Ottomanelli  Corporations do not own, or lease, any
real property.

     (m) Intellectual Property.

     (i) The Ottomanelli  Corporations  own or have the right to use pursuant to
license,   sublicense,   agreement,  or  permission  all  Intellectual  Property
necessary for the operation of the businesses of the Ottomanelli Corporations as
presently conducted.  Each item of Intellectual Property owned or used by any of
the Ottomanelli  Corporations immediately prior to the Closing hereunder will be
owned  or  available  for  use by the  respective  Ottomanelli  Corporations  on
identical terms and conditions  immediately subsequent to the Closing hereunder.
Each of the Ottomanelli  Corporations has taken all necessary action to maintain
and protect each item of Intellectual Property that it owns.

     (ii)  To  the  knowledge  of the  Shareholders,  none  of  the  Ottomanelli
Corporations  has  interfered  with,   infringed  upon,   misappropriated,   any
Intellectual  Property rights of third parties, and none of the Shareholders has
within the last three (3) years received any charge,  complaint,  claim, demand,
or notice alleging any such  interference,  infringement,  misappropriation,  or
violation  (including any 4 claim that any of the Ottomanelli  Corporations must
license or  refrain  from using any  Intellectual  Property  rights of any third
party).  To the  Knowledge  of any of the  Shareholders  and the  directors  and
officers (and employees with  responsibility for Intellectual  Property matters)
of the Ottomanelli  Corporations,  no third party has interfered with, infringed
upon, misappropriated any Intellectual Property rights of any of the Ottomanelli
Corporations.

     (iii) Section 4(m) (iii) of the Disclosure  Schedule  identifies each trade
name or unregistered  trademark used by any of the  Ottomanelli  Corporations in
connection with any of its businesses. With respect to each item of Intellectual
Property  required  to be  identified  in Section  4(m) (iii) of the  Disclosure
Schedule:

<PAGE>

     (A) the Ottomanelli  Corporations possess all right, title, and interest in
and to the item,  free and clear of any  Security  Interest,  license,  or other
restriction, except as disclosed in Section 4 (m) of the Disclosure Schedule;

     (B) the item is not subject to any outstanding injunction, judgment, order,
decree, ruling, or charge;

     (C) no action, suit, proceeding, hearing, investigation, charge, complaint,
claim,  or demand is pending or, to the Knowledge of any of the  Shareholders is
threatened  which  challenges the legality,  validity,  enforceability,  use, or
ownership of the item; and

     (D) none of the Ottomanelli Corporations has agreed to indemnify any Person
for or  against  any  interference,  infringement,  misappropriation,  or  other
conflict with respect to the item which agreement is now in effect.

     (iv)  To  the  Knowledge  of  any  of  the  Shareholders  the  use  of  the
Intellectual  Property by the Ottomanelli  Corporations will not interfere with,
infringe  upon,  misappropriate,  or  otherwise  come into  conflict  with,  any
Intellectual  Property  rights  of third  parties  as a result  of the  continue
operation of its business as presently conducted.

     (n) Tangible Assets. The Ottomanelli Corporations are authorized to use all
buildings,  machinery,  equipment,  and other tangible assets  necessary for the
conduct of their businesses as presently  conducted and as presently proposed to
be conducted,  subject to the terms of the Macy's license agreements.  Each such
tangible asset has been maintained in accordance with normal industry  practice,
is in good  operating  condition and repair  (subject to normal wear and tear) ,
and is suitable for the purposes for which it presently is used.

     (o) Inventory.  The inventory of the Ottomanelli  Corporations  consists of
raw materials and supplies utilized in the restaurant and related  businesses of
the Ottomanelli  Corporations.  All of such inventory is fit for the purpose for
which it was procured except for normal spoilage and waste.

     (p) Contracts.  Section 4(p) of the Disclosure Schedule lists the following
contracts and other agreements to which any of the Ottomanelli Corporations is a
party:

     (i) any  agreement  (or  group  of  related  agreements)  for the  lease of
personal  property to or from any Person  providing for lease payments in excess
of 10,000 per annum;

     (ii) any agreement concerning a partnership or joint venture;

<PAGE>

     (iii) any  agreement  (or group of related  agreements)  under which it has
created,  incurred,  assumed, or guaranteed any indebtedness for borrowed money,
or any capitalized lease obligation,  in excess of $50,000 or under which it has
imposed a Security Interest on any of its assets, tangible or intangible;

     (v) any agreement concerning confidentiality or noncompetition;

     (vi) any agreement with any of the Shareholders and their Affiliates (other
than the Ottomanelli Corporations)

     (vii) any profit sharing, stock option, stock purchase, stock appreciation,
deferred compensation,  severance,  or other plan or arrangement for the benefit
of its current or former directors, officers, and employees;

     (viii) any collective bargaining agreement;

     (ix) any  agreement for the  employment  of any  individual on a full-time,
part-time, consulting, or other basis providing annual compensation in excess of
$25,000 or providing severance benefits;

     (x) any agreement  under which it has advanced or loaned -any amount to any
of its  directors,  officers,  and  employees  outside  the  Ordinary  Course of
Business;

     The Shareholders  have delivered to RHC a correct and complete copy of each
written agreement listed in Section 4 (p) of the Disclosure Schedule (as amended
to date) and a written  summary  setting forth the terms and  conditions of each
oral  agreement  referred to in Section 4(p) of the  Disclosure  Schedule.  With
respect to each such  agreement:  (A) the  agreement is legal,  valid,  binding,
enforceable,  and in full force and effect in accordance with its terms, subject
to  bankruptcy,  insolvency,  moratorium  or  similar  rights  and  remedies  of
creditors  generally and general  principles of equity;  (B) the agreement  will
continue to be legal, valid, binding,  enforceable, and in full force and effect
on identical terms following the consummation of the  transactions  contemplated
hereby  subject to; (C) to the  Shareholders  knowledge no party is in breach or
default,  and no event has  occurred  which  with  notice or lapse of time would
constitute a breach or material default, or permit termination, modification, or
acceleration,  under the agreement; and (D) no party has repudiated any material
provision of the agreement.

     (q) Notes and Accounts Receivable. All notes and accounts receivable of the
Ottomanelli  Corporations are reflected properly on their books and records, are
valid  receivables  subject to no  setoffs or  counterclaims,  are  current  and
collectible,  and will be  collected  in  accordance  with their  terms at their
recorded  amounts,  subject  only to a  reserve  for bad  debts set forth in the
Financial Statements.

     (r)  Powers of  Attorney.  There  are no  outstanding  powers  of  attorney
executed on behalf of any of the Ottomanelli Corporations.

<PAGE>

     (s)  Insurance.  Section  4(s) of the  Disclosure  Schedule  sets forth the
following  information with respect to each insurance policy (including policies
providing property, casualty,  liability, and workers' compensation coverage and
bond and surety  arrangements) to which any of the Ottomanelli  Corporations has
been a party, a named insured,  or otherwise the  beneficiary of coverage at any
time within the past five (5) years:

     (i) the name, address, and telephone number of the agent;

     (ii) the name of the insurer, the name of the policyholder, and the name of
each covered insured;

     (iii) the policy number and the period of coverage;

     (iv) the scope  (including  an  indication of whether the coverage was on a
claims made, occurrence, or other basis) -and amount (including a description of
how deductibles and ceilings are calculated and operate) of coverage; and

     (v)  a  description  of  any  retroactive   premium  adjustments  or  other
loss-sharing arrangements.

     With respect to each such insurance policy: (A) the policy is legal, valid,
binding, enforceable, and in full force and effect; (B) the policy will continue
to be legal,  valid,  binding,  enforceable,  and in full  force  and  effect on
identical terms  following the  consummation  of the  transactions  contemplated
hereby.

     (t)  Litigation.  Section 4(t) of the  Disclosure  Schedule sets forth each
instance  in which any of the  Ottomanelli  Corporations  (i) is  subject to any
outstanding injunction,  judgment, order, decree, ruling, or (ii) is a party or,
to the Knowledge of any of the  Shareholders is threatened to be made a party to
any action,  suit,  proceeding,  hearing, or investigation of, in, or before any
court or quasi-judicial or administrative  agency of any federal,  state, local,
or foreign jurisdiction or before any arbitrator.

     (u)  Employees.  To  the  Knowledge  of  any  of  the  Shareholders  of the
Ottomanelli Corporations,  no executive, key employee, or group of employees has
any plans to terminate employment with any of the Ottomanelli Corporations. None
of the  Ottomanelli  Corporations  is a  party  to or  bound  by any  collective
bargaining agreement,  nor has any of them experienced any strikes,  grievances,
claims of unfair labor practices, or other collective bargaining disputes except
for  grievances  or  claims in the  Ordinary  Course  of  Business.  None of the
Ottomanelli  Corporations  has committed any unfair labor practice.  None of the
Shareholders has any Knowledge of any organizational effort presently being made
or  threatened  by or on behalf of any labor union with  respect to employees of
any of the Ottomanelli Corporations.
<PAGE>

     (v) Employee Benefits.

     (i)  Other  than with  respect  to  indirect  contributions  to the  Macy's
Employee  Benefit  Plans,  none of the  Ottomanelli  Corporations  maintains  or
contributes to, an Employee Benefit Plan.

     (ii) None of the Ottomanelli  Corporations maintains or ever has maintained
or contributes, ever has contributed, or ever has been required to contribute to
any Employee Welfare Benefit Plan providing  medical,  health, or life insurance
or other  welfare-type  benefits  for  current or future  retired or  terminated
employees,  their spouses,  or their  dependents  (other than in accordance with
Code Sec. 498(B).

     (w)  Guaranties.  None of the  Ottomanelli  Corporations  is a guarantor or
otherwise is liable for any Liability or obligation (including  indebtedness) of
any other Person.

     (x) Environment, Health, and Safety.

     (i) Each of the  Ottomanelli  Corporations,  has  complied in all  material
respects with all Environmental,  Health, and Safety Laws, and no action,  suit,
proceeding, hearing, investigation,  charge, complaint, claim, demand, or notice
has been filed or  commenced  against  any of them  alleging  any  failure so to
comply.  Without limiting the generality of the preceding sentence,  each of the
Ottomanelli  Corporations  has obtained and been in  compliance  with all of the
terms and conditions of all permits,  licenses,  and other  authorizations which
are required under, and has complied with all other  limitations,  restrictions,
conditions, standards, prohibitions,  requirements,  obligations, schedules, and
timetables which are contained in, all Environmental, Health, and Safety Laws.

     (ii) None of the Ottomanelli  Corporations  has any Liability for damage to
any site, location, or body of water (surface or subsurface), for any illness of
or personal injury to any employee or other individual,  or for any reason under
any  Environmental,  Health,  and Safety Law, except for matters in the Ordinary
Course of Business and covered by insurance.

     (y) Certain Business Relationships between the Ottomanelli Corporations and
the  Shareholders.  None of the  Shareholders  has been involved in any business
arrangement or relationship with any of the Ottomanelli  Corporations within the
past 12  months,  and none of the  Shareholders  and their  Affiliates  owns any
asset,  tangible  or  intangible,  which is used in the  business  of any of the
Ottomanelli  Corporations except as described in Section 4 (y) of the Disclosure
Schedule.

     (z)  Disclosure.  The  representations  and  warranties  contained  in this
Section 4 do not  contain  any untrue  statement  of a material  fact or omit to
state  any  material  fact  necessary  in  order  to  make  the  statements  and
information contained in this Section 4 not misleading.

<PAGE>

     5. Pre-Closing Covenants.  The Parties agree as follows with respect to the
period between the execution of this Agreement and the Closing.

     (a)  General.  Each  of the  Parties  will  use  his  or  its  commercially
reasonable efforts to take all action and to do all things necessary, proper, or
advisable  in  order  to  consummate  and  make   effective  the'   transactions
contemplated by this Agreement (including  satisfaction,  but not waiver, of the
closing conditions set forth in Section 7 below).

     (b) Notices and  Consents.  Each of the Parties will (and the  Shareholders
will cause each of the  Ottomanelli  Corporations  to) give any notices to, make
any  filings  with,  and use its best  efforts  to  obtain  any  authorizations,
consents,  and approvals of governments and governmental  agencies in connection
with the  matters  referred  to in Section 3 (a) (ii) , Section 3 (b) (ii) , and
Section 4(c) above, except as set forth in the Disclosure Schedule.

     (c) Operation of Business.  (i) The  Shareholders  will not cause or permit
any of the Ottomanelli  Corporations to engage in any practice, take any action,
or enter into any transaction  outside the Ordinary Course of Business.  Without
limiting the generality of the  foregoing,  the  Shareholders  will not cause or
permit any of the Ottomanelli Corporations to (i) declare, set aside, or pay any
dividend or make any  distribution  with respect to its capital stock or redeem,
purchase, or otherwise acquire any of its capital stock or (ii) otherwise engage
in any  practice,  take any action,  or enter into any  transaction  of the sort
described in Section 4(h) above.

     (ii) RHC shall not engage in any practice,  take any action,  or enter into
any transaction  outside the Ordinary Course of Business.  Without  limiting the
generality of the foregoing,  RHC will not: (i) declare,  set aside,  or pay any
dividend or make any  distribution  with respect to its capital stock or redeem,
purchase, or otherwise acquire any of its capital stock or (ii) otherwise engage
in any  practice,  take any action,  or enter into any  transaction  of the sort
described  in Section  4(h) above or (iii)  close or suspend  operations  at any
restaurant.

     (d) Preservation of Business.  (i) The Shareholders  will cause each of the
Ottomanelli  Corporations  to keep its  business  and  properties  substantially
intact,   including  its  present  operations,   physical  facilities,   working
conditions, and relationships with lessors, licensors, suppliers, customers, and
employees.

     (ii) RHC will  keep  its  business  and  properties  substantially  intact,
including its present operations,  physical facilities,  working conditions, and
relationships with lessors, licensors, suppliers, customers, and employees.

     (e)  Full  Access.  (i)  Each  of the  Shareholders  will  permit,  and the
Shareholders  will  cause  each  of  the  Ottomanelli  Corporations  to  permit,
representatives  of RHC to have full access at all  reasonable  times,  and in a
manner  so as not to  interfere  with  the  normal  business  operations  of the
Ottomanelli Corporations, to all premises, properties, personnel, books, records
(including.  Tax records) , contracts, and documents of or pertaining to each of
the Ottomanelli Corporations.
<PAGE>

     (ii) RHC shall permit the Shareholders full access at all reasonable times,
and in a manner so as not to interfere  with the normal  business  operations of
RHC and its subsidiaries to all premises, properties,  personnel, books, records
(including  Tax records) , contracts,  and documents of or pertaining to RHC and
its subsidiaries.

     (f) Notice of Developments. Each Party and the Shareholders with respect to
the  Ottomanelli  Corporations  will give prompt written notice to the others of
any  material  adverse  development  causing  a breach  of any of his or its own
representations  and  warranties  contained  herein.  No disclosure by any Party
pursuant to this Section 5(f),  however,  shall be deemed to amend or supplement
the Disclosure Schedule or to prevent or cure any  misrepresentation,  breach of
warranty, or breach of covenant.

     6. Post-Closing Covenants. The Parties agree as follows with respect to the
period following the Closing.

     (a)  General.  In case at any time after the Closing any further  action is
necessary to carry out the purposes of this Agreement,  each of the Parties will
take such further  action  (including the execution and delivery of such further
instruments and documents) as any other Party reasonably may request, all at the
sole cost and expense of the requesting  Party (unless the  requesting  Party is
entitled to  indemnification  therefor under Section 8 below) . The Shareholders
acknowledge  and agree that from and after the  Closing  RHC will be entitled to
possession of all documents,  books, records (including Tax records) agreements,
and financial  data of any sort relating to the  Ottomanelli  Corporations.  RHC
acknowledges and agrees that from and after the Closing the Shareholders will be
entitled to review and make copies of all documents,  books,  records (including
Tax  records) ,  agreements,  and  financial  data of any sort  relating  to the
Ottomanelli Corporations.

     (b) Litigation  Support. In the event and for so long as any Party actively
is  contesting  or  defending  against any  action,  suit,  proceeding  hearing,
investigation,  charge,  complaint,  claim, or demand in connection with (i) any
transaction  contemplated  under  this  Agreement  or (ii) any fact,  situation,
circumstance,  status, condition,  activity, practice, plan, occurrence,  event,
incident, action, failure to act, or transaction on or prior to the Closing Date
involving any of the  Ottomanelli  Corporations , each of the other Parties will
cooperate with him or it and his or its counsel in the contest or defense,  make
available their personnel,  and provide such testimony and access to their books
and records as shall be necessary in connection with the contest or defense, all
at the sole cost and expense of the  contesting  or defending  Party (unless the
contesting  or defending  Party is entitled to  indemnification  therefor  under
Section 8 below)

     (c) Transition.  (i) None of the Shareholders  will take any action that is
designed or intended to have the effect of  discouraging  any lessor,  licensor,
customer,  supplier,  or  other  business  associate  of any of the  Ottomanelli
Corporations  from  maintaining  the  same  business   relationships   with  the
Ottomanelli Corporations after the Closing as it maintained with the Ottomanelli
Corporations  prior to the  Closing.  Each of the  Shareholders  will  refer all
customer inquiries relating to the businesses of the Ottomanelli Corporations to
RHC from and after the Closing.  None  0(pound) the  Shareholders  will take any
action  that is designed  or  intended  to have the effect of  discouraging  any
lessor, licensor,  customer, supplier, or other business associate of any of the
Ottomanelli  Corporations from maintaining the same business  relationships with
the  Ottomanelli  Corporations  after  the  Closing  as it  maintained  with the
Ottomanelli  Corporations  prior to the Closing.  Each of the Shareholders  will
refer all  customer  inquiries  relating to the  businesses  of the  Ottomanelli
Corporations to RHC from and after the Closing.

<PAGE>

     (d)  Confidentiality.  (i) Each of the Shareholders  will treat and hold as
such  all  of  the  Confidential  Information,  refrain  from  using  any of the
Confidential  Information except in connection with this Agreement,  and deliver
promptly to RHC or  destroy,  at the  request  and option of RHC,  all  tangible
embodiments (and all copies) of the Confidential Information which are in his or
its  possession.  In the event  that any of the  Shareholders  is  requested  or
required (by oral question or request for  information or documents in any legal
proceeding,  interrogatory,  subpoena,  civil  investigative  demand, or similar
process) to disclose any Confidential Information,  that Shareholder will notify
RHC promptly of the request or  requirement  so that RHC may seek an appropriate
protective  order or [proceed to next page] waive compliance with the provisions
of this Section 6(d). If, in the absence of a protective order or the receipt of
a waiver  hereunder,  any of the  Shareholders  is, on the  advice  of  counsel,
compelled to disclose any Confidential Information to any tribunal or else stand
liable for contempt, that Shareholder may disclose the Confidential  Information
to the tribunal;  provided,  however, that the disclosing  Shareholder shall use
his reasonable  efforts to obtain, at the reasonable request of RHC, an order or
other assurance that confidential  treatment will be accorded to such portion of
the  Confidential  Information  required to be disclosed as RHC shall designate.
The foregoing  provisions shall not apply to any Confidential  Information which
is  generally  available  to  the  public  immediately  prior  to  the  time  of
disclosure.

     (ii) RHC will treat and hold as such all of the  Confidential  Information,
refrain from using any of the Confidential Information except in connection with
this Agreement,  and deliver  promptly to the  Shareholders  or destroy,  at the
request  and  option of the  Shareholders,  all  tangible  embodiments  (and all
copies) of the Confidential  Information which are in his or its possession.  In
the event that RHC is  requested  or required  (by oral  question or request for
information or documents in a legal proceeding,  interrogatory,  subpoena, civil
investigative   demand,   or  similar  process)  to  disclose  any  Confidential
Information,  RHC will  notify  the  Shareholders  promptly  of the  request  or
requirement so that the Shareholders may seek an appropriate protective order or
waive  compliance  with the provisions of this Section 6 (d). If, in the absence
of a  protective  order or the  receipt  of a waiver  hereunder,  RHC is, on the
advice of counsel,  compelled to disclose any  Confidential  Information  to any
tribunal  or  else  stand  liable  for  contempt,  that  RHC  may  disclose  the
Confidential Information to the tribunal;  provided, however, that the RHC shall
use  its  reasonable  efforts  to  obtain,  at  the  reasonable  request  of the
Shareholders,  an order or other assurance that  confidential  treatment will be
accorded  to  such  portion  of  the  Confidential  Information  required  to be
disclosed as the Shareholders  shall designate.  The foregoing  provisions shall
not apply to any Confidential  Information  which is generally  available to the
public immediately prior to the time of disclosure.

<PAGE>

     (e) Covenant Not to Compete.  For a period of five years from and after the
Closing Date, (i) as long as a Shareholder is employed by RHC, such  Shareholder
will not engage  directly or  indirectly  in any business that competes with the
business  that the  Ottomanelli  Corporations  or RHC conducts as of the Closing
Date,  and  (ii) if the  Shareholder  is not  then  employed  by RHC,  then  the
Shareholder  shall not  compete  in any  business  which and of the  Ottomanelli
Corporations  or RHC  restaurants  conducts  as of the  date of  termination  of
employment within a one-half mile radius of the Ottomanelli  Corporations or RHC
restaurants; provided, however, that no owner of less than 1% of the outstanding
stock of any publicly  traded  corporation  shall be deemed to engage  solely by
reason  thereof in any of its  businesses.  If the final  judgment of a court of
competent  jurisdiction declares that any term or provision of this Section 6(e)
is  invalid  or  unenforceable,  the  Parties  agree  that the court  making the
determination of invalidity or  unenforceability  shall have the power to reduce
the scope, duration, or area of the term or provision,  to delete specific words
or phrases,  or to replace any invalid or unenforceable term or provision with a
term or  provision  that is valid and  enforceable  and that  comes  closest  to
expressing the intention of the invalid or unenforceable term or provision,  and
this  Agreement  shall be enforceable as so modified after the expiration of the
time within which the judgment may be appealed.

     (f) Management of RHC and  Subsidiaries.  Following the Closing,  and for a
period of five years thereafter.  The Board of Directors of RHC shall consist of
not more than  five  persons,  two of whom  shall be the  Shareholders  or their
designees,  The Board of  Directors  of RHC shall also  designate  an  Executive
Committee comprised of not more than four persons, inclusive of the Shareholders
or their  designees,  which  shall  vote by a  majority  of its  members  on all
significant  transactions and remain in effect for a period of at least five (5)
years following the Closing.

     7. Conditions to Obligation to Close.

     (a)  Conditions to  Obligation of RHC. The  obligation of RHC to consummate
the transactions to be performed by it in connection with the Closing is subject
to satisfaction of the following conditions:

     (i) the  representations  and  warranties  set  forth in  Section 3 (a) and
Section 4 above shall be true and correct in all material  respects at and as of
the Closing Date;

     (ii) the  Shareholders  shall have performed and complied with all of their
covenants hereunder in all material respects through the Closing;

     (iii) the  Ottomanelli  Corporations  shall have  procured all of the third
party consents specified in Section 5 (b) above;

     (iv) no action,  suit, or proceeding shall be pending or threatened  before
any court or  quasi-judicial  or  administrative  agency of any federal,  state,
local, or foreign  jurisdiction or before any arbitrator  wherein an unfavorable
injunction,  judgment,  order,  decree,  ruling,  or charge  would  (A)  prevent
consummation of any of the  transactions  contemplated  by this  Agreement,  (B)
cause any of the  transactions  contemplated  by this  Agreement to be rescinded
following  consummation,  (C)  affect  adversely  the  right  of RHC to own  the
Ottomanelli Corporations Shares and to control the Ottomanelli Corporations , or
(D)  affect  materially  and  adversely  the  right  of any  of the  Ottomanelli
Corporations  to own its  assets  and to  operate  its  businesses  (and no such
injunction, judgment, order, decree, ruling, or charge shall be in effect);

<PAGE>

     (v) the  Shareholders  shall have  delivered  to RHC a  certificate  to the
effect that each of the conditions  specified  above in Section 7(a) (i)-(iv) is
satisfied in all respects;

     (vi) the relevant parties shall have entered into the  Registration  Rights
Agreement, and Trademark License Agreement and the Employment Agreements and the
same shall be in full force and effect;

     (vii) RHC shall have  received  from  counsel to the  Shareholders  are the
Ottomanelli  Corporations  an  opinion  in form and  substance  as set  forth in
Exhibit A attached hereto, addressed to RHC, and dated as of the Closing Date;

     (viii)  RHC shall  have  received  the  resignations,  effective  as of the
Closing, of each director and officer of the Ottomanelli Corporations other than
Nicolo Ottomanelli and Joseph Ottomanelli;

     (ix) the  Ottomanelli  Corporations  shall  have  delivered  the  Financial
Statements at least 10 days prior to Closing;

     (x)  all  actions  to be  taken  by the  Shareholders  in  connection  with
consummation  of the  transactions  contemplated  hereby  and all  certificates,
opinions,  instruments,  and other documents required to effect the transactions
contemplated  hereby will be  reasonably  satisfactory  in form and substance to
RHC;

     (xi) RHC shall have obtained an agreement  from the holders of its Series A
Preferred Stock whereby the holders agree to restructure the terms of the Series
A Preferred Stock substantially on the terms forth in Exhibit H annexed hereto;

     (xii) RHC shall have received the Commonwealth Fairness Opinion at least 10
days prior to Closing;

     (xiii) RHC shall have  received a commitment  letter in usual and customary
form from  Commonwealth  Associates  LP to effect and close a private  placement
offering of equity  securities  with gross  proceeds of at least  $1,500,000  on
behalf of RHC within 120 days of the Closing.

<PAGE>

     RHC may waive any condition specified in this Section 7(a) if it executes a
writing so stating at or prior to the Closing.

     (b)  Conditions to Obligation of the  Shareholders.  The  obligation of the
Shareholders  to  consummate  the  transactions  to  be  performed  by  them  in
connection  with  the  Closing  is  subject  to  satisfaction  of the  following
conditions:

     (i) the  representations  and  warranties of RHC set forth in Section 3 (b)
above  shall be true  and  correct  in all  material  respects  at and as of the
Closing Date;

     (ii) RHC  shall  have  performed  and  complied  with all of its  covenants
hereunder in all material respects through the Closing;

     (iii) no action,  suit, or proceeding  shall be pending before any court or
quasi-judicial or administrative agency of any federal, state, local, or foreign
jurisdiction  [or before any  arbitrator]  wherein  an  unfavorable  injunction,
judgment, order, decree, ruling, or charge would (A) prevent consummation of any
of the  transactions  contemplated  by this  Agreement  or (B)  cause any of the
transactions   contemplated   by  this  Agreement  to  be  rescinded   following
consummation (and no such injunction, judgment, order, decree, ruling, or charge
shall be in effect);

     (iv) RHC shall have  delivered to the  Shareholders  a  certificate  to the
effect that each of the conditions  specified above in Section 7(b) (i)-(iii) is
satisfied in all respects;

     (v) the relevant  parties shall have entered into the  Registration  Rights
Agreement,   Trademark  License  Agreement,  RHC  Warrants  and  the  Employment
Agreements and the same shall be in full force and effect;

     (vi) the Shareholders shall have received from counsel to RHC an opinion in
form and substance as set forth in Exhibit B attached  hereto,  addressed to the
Shareholders, and dated as of the Closing Date;

     (vii) There shall be  agreements  entered  into by RHC with  respect to RHC
debt of approximately (a) $500,000 principal amount held by Mr. Botchman whereby
the same shall be  converted  into equity and (b) $425,000  principal  amount of
debt with respect to the RHC Fairfield,  Connecticut restaurant whereby the same
shall be paid or assumed by a third party;

     (viii) RHC shall have  received a commitment  letter in usual and customary
form from Commonwealth  Associates L.P. to conduct a private placement  offering
of equity securities with gross proceeds of at least $1,500,000 on behalf of RHC
within  120  days  of the  Closing,  which  is  reasonably  satisfactory  to the
Shareholders;

     (ix) the Bylaws of RHC shall have been amended in form  satisfactory to the
Shareholders to reflect the obligations set forth in Section 6(f) herein;

<PAGE>

     (x) RHC shall have  obtained an agreement  from the holders of its Series A
Preferred Stock whereby the holders agree to restructure the terms of the Series
A Preferred Stock substantially on the terms set forth in Exhibit H;

     (xi) all actions to be taken by RHC in connection with  consummation of the
transactions  contemplated hereby and all certificates,  opinions,  instruments,
and other documents required to effect the transactions contemplated hereby will
be reasonably satisfactory in form and substance to the Shareholders; and

     (xii) Bridge Financing of at least $150,00  reasonably  satisfactory to the
Shareholders shall be obtained.

     The Shareholders may waive any condition  specified in this Section 7(b) if
they execute a writing so stating at or prior to the Closing.

     8. Remedies for Breaches of This Agreement.

     (a) Survival of Representations and Warranties.

     All of the  representations and warranties of the Parties contained in this
Agreement shall survive the Closing hereunder (even if the damaged Party knew or
had reason to know of any misrepresentation or breach of warranty at the time of
Closing) and continue in full force and effect for a period of one year from the
Closing.

     (b) Indemnification Provisions for Benefit of RHC.

     (i) In the  event  any of the  Shareholders  breaches  (or in the event any
third party alleges facts that, if true,  would mean any of the Shareholders has
breached) any of their  representations,  warranties,  and  covenants  contained
herein (other than the covenants in Section 2 (a) above and the  representations
and warranties in Section 3 (a) above),  and, if there is an applicable survival
period  pursuant to Section 8(a) above,  provided that RHC makes a written claim
for  indemnification  against any of the Shareholders  pursuant to Section 10(h)
below  within such  survival  period,  then each of the  Shareholders  agrees to
indemnify RHC from and against the entirety of any Adverse Consequences .RHC may
suffer  through and after the date of the claim for  indemnification  (including
any Adverse Consequences RHC may suffer after the end of any applicable survival
period) resulting from, arising out of, relating to, in the nature of, or caused
by the breach (or the alleged breach) provided,  however,  that the Shareholders
shall not have any  obligation  to  indemnify  RHC from and  against any Adverse
Consequences  resulting from,  arising out of, relating to, in the nature of, or
caused by the breach (or alleged  breach) of any  representation  or warranty of
the  Shareholders  contained in until RHC has suffered  Adverse  Consequences by
reason  of all such  breaches  (or  alleged  breaches)  in  excess  of a $50,000
aggregate  threshold  (such  initial  $50,000 not being subject to collection by
RHC)
<PAGE>

     (ii) In the event  any of the  Shareholders  breaches  (or in the event any
third party alleges facts that, if true,  would mean any of the Shareholders has
breached)  any of his or its  covenants  in Section 2 (a) above or any of his or
its  representations  and warranties in Section 3 (a) above, and, if there is an
applicable  survival  period  pursuant to Section 8(a) above,  provided that RHC
makes a written claim for  indemnification  against the Shareholder  pursuant to
Section  l0(h)below within such survival period,  then the Shareholder agrees to
indemnify RHC from and against any Adverse  Consequences  RHC may suffer through
and  after  the date of the claim for  indemnification  (including  any  Adverse
Consequences  RHC may suffer after the end of any  applicable  survival  period)
resulting from or, arising out of, the breach (or the alleged breach).

     (c)  Indemnification  Provisions  for Benefit of the  Shareholders.  In the
event RHC breaches (or in the event any third party alleges facts that, if true,
would  mean  RHC  has  breached)  any of its  representations,  warranties,  and
covenants  contained  herein,  and, if there is an  applicable  survival  period
pursuant to Section 8(a) above,  provided that any of the  Shareholders  makes a
written  claim for  indemnification  against RHC pursuant to Section 10(h) below
within  such  survival  period,  then  RHC  agrees  to  indemnify  each  of  the
Shareholders  from and against the  entirety  of any  Adverse  Consequences  the
Shareholder   may  suffer   through   and  after  the  date  of  the  claim  for
indemnification  (including any Adverse  Consequences the Shareholder may suffer
after the end of any applicable survival period) resulting from, arising out of,
relating to, in the nature of, or caused by the breach (or the alleged breach).

     (d) Matters Involving Third Parties.

     (i) If any third party  shall  notify any Party (the  "Indemnified  Party")
with  respect to any  matter (a "Third  Party  Claim")  which may give rise to a
claim for  indemnification  against any other Party (the  "Indemnifying  Party")
under this  Section 8, then the  Indemnified  Party shall  promptly  notify each
Indemnifying Party thereof in writing;  provided,  however, that no delay on the
part of the Indemnified Party in notifying any Indemnifying  Party shall relieve
the Indemnifying Party from any obligation  hereunder unless (and then solely to
the extent) the Indemnifying Party thereby is prejudiced.

     (ii) Any  Indemnifying  Party will have the right to defend the Indemnified
Party  against  the Third  Party  Claim with  counsel  of its choice  reasonably
satisfactory  to the  Indemnified  Party so long as (A) the  Indemnifying  Party
notifies the  Indemnified  Party in writing within 15 days after the Indemnified
Party has given  notice of the Third  Party  Claim that the  Indemnifying  Party
will,  if  final  indemnification   liability  is  established,   indemnify  the
Indemnified Party from and against the entirety of any Adverse  Consequences the
Indemnified Party may suffer resulting from, arising out of, relating to, in the
nature  of, or  caused  by the Third  Party  Claim,  (B) the Third  Party  Claim
involves only money  damages and does not seek an injunction or other  equitable
relief,  (C)  settlement  of, or an adverse  judgment with respect to, the Third
Party Claim is not, in the good faith judgment of the Indemnified Party,  likely
to  establish  a  precedential  custom or  practice  materially  adverse  to the
continuing business interests of the Indemnified Party, and (D) the Indemnifying
Party  conducts  the defense of the Third Party  Claim  reasonably  and -in good
faith.

<PAGE>

     (iii) So long as the  Indemnifying  Party is conducting  the defense of the
Third  Party  Claim  in  accordance  with  Section  8(d)  (ii)  above,  (A)  the
Indemnified  Party may retain  separate  co-counsel at its sole cost and expense
and  participate  in the defense of the Third Party Claim,  (B) the  Indemnified
Party will not consent to the entry of any judgment or enter into any settlement
with respect to the Third Party Claim without the prior  written  consent of the
Indemnifying Party (not to be withheld  unreasonably),  and (C) the Indemnifying
Party will not consent to the entry of any judgment or enter into any settlement
with respect to the Third Party Claim without the prior  written  consent of the
Indemnified Party (not to be withheld unreasonably).

     (iv) In the event any of the  conditions  in Section 8 (d) (ii) above is or
becomes unsatisfied,  however, (A) the Indemnified Party may defend against, and
consent to the entry of any judgment or enter into any  settlement  with respect
to, the Third Party Claim in any manner it reasonably may deem  appropriate (and
the  Indemnified  Party need not consult with,  or obtain any consent from,  any
Indemnifying Party in connection  therewith),  (B) the Indemnifying Parties will
reimburse the  Indemnified  Party promptly and  periodically  for the reasonable
costs  of  defending  against  the  Third  Party  Claim  (including   reasonable
attorneys'  fees and  expenses) , and (C) the  Indemnifying  Parties will remain
responsible  for any  Adverse  Consequences  the  Indemnified  Party may  suffer
resulting from,  arising out of, relating to, in the nature of, or caused by the
Third  Party  Claim  to the  fullest  extent  provided  in this  Section  8. The
Indemnifying  Party  may  participate  in any  proceedings  at its sole cost and
expense with counsel of its choosing.

     (e) Determination of Adverse  Consequences.  All  indemnification  payments
under this Section 8 shall be deemed adjustments to the Purchase Price.

     (f)  Other  Indemnification   Provisions.   The  foregoing  indemnification
provisions  are in  addition  to,  and  not in  derogation  of,  any  statutory,
equitable, or common law remedy any Party may have for breach of representation,
warranty,  or covenant.  Each of the Shareholders hereby agrees that he will not
make any claim for indemnification  against any of the Ottomanelli  Corporations
by reason of the fact that he or it was a director,  officer, employee, or agent
of any such  entity  or was  serving  at the  request  of any such  entity  as a
partner,  trustee,  director,  officer,  employee,  or agent of  another  entity
(whether such claim is for judgments,  damages, penalties, fines, costs, amounts
paid in  settlement,  losses,  expenses,  or otherwise and whether such claim is
pursuant to any statute, charter document,  bylaw, agreement, or otherwise) with
respect to any action, suit, proceeding,  complaint, claim, or demand brought by
RHC against such Shareholder (whether such action, suit, proceeding,  complaint,
claim, or demand is pursuant to this Agreement, applicable law, or otherwise).

<PAGE>

     (g) RHC hereby agrees,  notwithstanding  anything to the contrary set forth
herein, that the Shareholders  liability for indemnification shall be limited to
the  value  of the  RHC  Shares  and  RHC  Warrants  on the  Closing  Date.  The
Shareholders may use the RHC Shares and RHC Warrants to pay any  indemnification
liability  hereunder.  For purposes herein the RHC Shares and RHC Warrants shall
be valued at the greater of (i) the value on the Closing Date as recorded on the
financial  statements  of RHC,  or (ii)  the  fair  market  value on the date of
payment.  In the event  that the  Shareholders  have sold any RHC  Shares or RHC
Warrants,  then the  Shareholders  shall deliver cash to the extent of such sale
proceeds. In addition, any claim for liability shall be reduced by the amount of
such claim or loss which is satisfied by the proceeds of insurance.

     9. Termination.

     (a)  Termination  of Agreement.  Certain of the Parties may terminate  this
Agreement as provided below:

     (i) RHC and the Shareholders may terminate this Agreement by mutual written
consent at any time prior to the Closing;

     (ii) RHC may  terminate  this  Agreement  by giving  written  notice to the
Shareholders  on or before the 15th day following the date of this  Agreement if
RHC is not reasonably  satisfied  with the results of its  continuing  business,
legal, and accounting due diligence regarding the Ottomanelli Corporations;

     (iii) RHC may  terminate  this  Agreement by giving  written  notice to the
Shareholders  at any  time  prior to the  Closing  (A) in the  event  any of the
Shareholders  has breached any material  representation,  warranty,  or covenant
contained  in this  Agreement  in any  material  respect,  RHC has  notified the
Requisite  Shareholders of the breach, and the breach has continued without cure
for a period of 15 days after the notice of breach or (B) if the  Closing  shall
not have occurred on or before October 30, 1997, by reason of the failure of any
condition  precedent  under  Section  7(a) hereof  (unless  the failure  results
primarily from RHC itself breaching any  representation,  warranty,  or covenant
contained in this Agreement).

     (iv) the Shareholders may terminate this Agreement by giving written notice
to RHC at any time prior to the  -Closing  (A) in the event RHC has breached any
material  representation,  warranty,  or covenant contained in this Agreement in
any material  respect,  any of the  Shareholders has notified RHC of the breach,
and the  breach  has  continued  without  cure for a period of 15 days after the
notice of  breach or (B) if the  Closing  shall not have  occurred  on or before
October 30,  1997,  by reason of the failure of any  condition  precedent  under
Section  7(b)  hereof  (unless  the failure  results  primarily  from any of the
Shareholders  themselves  breaching any  representation,  warranty,  or covenant
contained in this Agreement).

     (v) The  Shareholders may terminate this Agreement by giving written notice
to RHC on or before the 15th day  following  the date of this  Agreement  if the
Shareholders  are not  reasonably  satisfied  with the results of its continuing
business, legal, and accounting due diligence regarding RHC.

<PAGE>

     (b) Effect of Termination.  If any Party terminates this Agreement pursuant
to Section 9(a) above, all rights and obligations of the Parties hereunder shall
terminate  without any Liability of any Party to any other Party (except for any
Liability of any Party then in breach) and except as set forth in Section 11 (1)
hereof.

     10.  Post-Closing   Financing;   Security  Interest.   The  Parties  hereby
acknowledge  and  understand  that  the  Shareholders  have  entered  into  this
Agreement in anticipation of RHC receiving  post-Closing  equity financing in an
amount reasonably  satisfactory to the post-Closing  Executive  Committee of the
Board of Directors of RHC in an amount  deemed  necessary to operate RHC and the
Ottomanelli Corporations and to assist RHC in maintaining its present listing or
reapplying  for  listing  on the  NASDAQ  Stock  Market.  In the event  that the
post-Closing  financing is not consummated  within 180 days of the Closing Date,
then the  Shareholders  shall  have the  option  to  purchase  for  $10.00,  the
trademark  "Ottomanelli  Cafe(R)"  trade  name  from RHC for  their  use for any
business purpose in accordance with the Trademark License Agreement. In order to
secure the rights granted herein,  the Shareholders  shall be granted a security
interest in and to the trade name as of the Closing Date.

     11. Miscellaneous.

     (a) Nature of Certain Obligations.

     (i) The  covenants  of each of the  Shareholders  in  Section  2 (a)  above
concerning the sale of his or its Ottomanelli  Corporations Capital Stock to RHC
and the  representations and warranties of each of the Shareholders in Section 3
(a) above  concerning the transaction are several  obligations.  This means that
the particular Shareholder making the representation, warranty, or covenant will
be -solely responsible to the extent provided in Section 8 above for any Adverse
Consequences RHC may suffer as a result of any breach thereof.

     (ii) The  remainder of the  representations,  warranties,  and covenants in
this  Agreement  are  joint  and  several  obligations.  This  means  that  each
Shareholder  will be responsible  to the extent  provided in Section 8 above for
the  entirety  of any  Adverse  Consequences  RHC may  suffer as a result of any
breach thereof.

     (b) Press Releases and Public Announcements. No Party shall issue any press
release or make any public  announcement  relating to the subject matter of this
Agreement prior to the Closing without the prior written approval of RHC and the
Shareholders;  provided,  however, that any Party may make any public disclosure
it  believes  in good faith is  required  by  applicable  law or any  listing or
trading agreement  concerning its publicly-traded  securities (in which case the
disclosing  Party  will use its  reasonable  best  efforts  to advise  the other
Parties prior to making the disclosure).

     (c) No  Third-Party  Beneficiaries.  This  Agreement  shall not  confer any
rights or remedies  upon any Person other than the Parties and their  respective
successors and permitted assigns.

<PAGE>

     (d) Entire Agreement.  This Agreement  (including the documents referred to
herein)  constitutes  the entire  agreement among the Parties and supersedes any
prior  understandings,  agreements,  or representations by or among the Parties,
written or oral,  to the extent they  related in any way to the  subject  matter
hereof.

     (e) Succession  and  Assignment.  This Agreement  shall be binding upon and
inure to the benefit of the Parties named herein and their respective successors
and permitted  assigns.  No Party may assign either this Agreement or any of his
or its rights,  interests,  or obligations  hereunder  without the prior written
approval of RHC and the Shareholders.

     (f)   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will constitute one and the same instrument.

     (g) Headings. The section headings contained in this Agreement are inserted
for  convenience   only  and  shall  not  affect  in  any  way  the  meaning  or
interpretation of this Agreement.

     (h)  Notices.   All  notices,   requests,   demands,   claims,   and  other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other  communication  hereunder  shall be deemed  duly given if (and then two
business days after) it is sent by registered or certified mail,  return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:

     If to the Shareholders:                Copy to:

                  Nicolo Ottomanelli        Stuart Sieger, Esq.
                  1549 York Avenue          Salon Marrow & Dyckman LLP
                  New York, NY      10028   685 Third Avenue
                                            New York, NY 10017

     If to RHC:                             Copy to:

                  3 Stamford Landing        Goldstein & DiGioia, LLP
                  Suite 130                 369 Lexington Avenue
                  Stamford, CT 06902        New York, NY 10017
                  Attention: Stephan Stein  Attention: Brian C. Daughney

     Any  Party  may  send  any  notice,   request,   demand,  claim,  or  other
communication hereunder to the intended recipient at the address set forth above
using any other means (including personal delivery, expedited courier, messenger
service,  telecopy,  telex,  ordinary  mail,  or electronic  mail),  but no such
notice,  request,  demand, claim, or other communication shall be deemed to have
been duly  given  unless  and until it  actually  is  received  by the  intended
recipient. Any Party may change the address to which notices, requests, demands,
claims,  and other  communications  hereunder  are to be delivered by giving the
other Parties notice in the manner herein set forth.

<PAGE>

     (i)  Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the domestic laws of the State of New York without giving effect
to any choice or conflict of law  provision or rule (whether of the State of New
York or any other  jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of New York.

     (j) Amendments and Waivers. No amendment of any provision of this Agreement
shall be valid  unless the same  shall be in  writing  and signed by RHC and the
Shareholders. No waiver by any Party of any default misrepresentation, or breach
of warranty or covenant  hereunder,  whether intentional or not, shall be deemed
to extend to any prior or subsequent  default,  misrepresentation,  or breach of
warranty or covenant hereunder or affect in any way any rights arising by virtue
of any prior or subsequent such occurrence.

     (k)  Severability.  Any term or provision of this Agreement that is invalid
or  unenforceable  in any  situation  in any  jurisdiction  shall not affect the
validity or  enforceability  of the remaining terms and provisions hereof or the
validity or  enforceability  of the  offending  term or  provision  in any other
situation or in any other jurisdiction.

     (1)  Expenses.  Each of the  Parties,  will  bear his or its own  costs and
expenses  (including  legal fees and expenses)  incurred in connection with this
Agreement and the transactions  contemplated hereby. The Shareholders agree that
none  of  the  Ottomanelli  Corporations  has  borne  or  will  bear  any of the
Shareholders'  costs  and  expenses  (including  any of  their  legal  fees  and
expenses)  in  connection  with  this  Agreement  or  any  of  the  transactions
contemplated hereby.  Notwithstanding the foregoing,  the parties agree that (A)
in  the  event  the  transactions  contemplated  herein  are  consummated,   the
accounting fees of KPMG Peat Marwick in preparing the Financial Statements shall
be paid by RHC and (B) in the event the transactions contemplated herein are not
consummated  because the Financial  Statements have a material adverse deviation
from the previously  delivered financial statements by more than 10% for amounts
regarded as gross  revenues or results of  operations  (excluding  $750,000 with
respect  to a  discontinued  operation),  then the  Shareholders  shall bear the
entire cost of the Financial  Statements.  In the event the transactions are not
consummated by RHC under Section 9(a) (ii) hereof, then RHC shall pay the entire
costs  of  the  Financial  Statements.  Notwithstanding  the  foregoing,  if the
transactions  contemplated  hereby  are  consummated,  RHC  agrees  to pay up to
$60,000 of the legal and accounting expenses increased by the Shareholders.

     (m) Construction.  The Parties have participated jointly in the negotiation
and drafting of this Agreement.  In the event an ambiguity or question of intent
or  interpretation  arises,  this  Agreement  shall be  construed  as if drafted
jointly  by the  Parties  and no  presumption  or  burden of proof  shall  arise
favoring  or  disfavoring  any Party by virtue of the  authorship  of any of the
provisions of this  Agreement.  Any reference to any federal,  state,  local, or
foreign  statute  or law  shall  be  deemed  also  to  refer  to all  rules  and
regulations promulgated thereunder,  unless the context requires otherwise.  The
word "including"  shall mean including  without  limitation.  The Parties intend
that each  representation,  warranty,  and covenant  contained herein shall have
independent  significance.   If  any  Party  has  breached  any  representation,
warranty,  or  covenant  contained  herein in any  respect,  the fact that there
exists  another  representation,  warranty,  or  covenant  relating  to the same
subject matter  (regardless  of the relative  levels of  specificity)  which the
Party has not  breached  shall not detract  from or  mitigate  the fact that the
Party is in breach of the first representation, warranty, or covenant.

<PAGE>

     (n)  Incorporation of Exhibits,  Annexes,  and Schedules.  The Exhibits and
Schedules  identified in this Agreement are incorporated herein by reference and
made a part hereof.

     (o) Specific Performance.  Each of the Parties acknowledges and agrees that
the  other  Parties  would  be  damaged  irreparably  in  the  event  any of the
provisions of this Agreement are not performed in accordance with their specific
terms or otherwise are breached.  Accordingly,  each of the Parties  agrees that
the other Parties shall be entitled to an injunction or  injunctions  to prevent
breaches of the  provisions of this Agreement and to enforce  specifically  this
Agreement and the terms and  provisions  hereof in any action  instituted in any
court of the United States or any state  thereof  having  jurisdiction  over the
Parties and the matter  (subject to the  provisions  set forth in Section  10(p)
below), in addition to any other remedy to which they may be entitled, at law or
in equity.

     (p)  Submission  to  Jurisdiction.  Each  of  the  Parties  submits  to the
jurisdiction of any state 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 Party also agrees not to bring any action or
proceeding arising out of or relating to this Agreement in any other 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,  including  reasonable  attorneys'
fees.

                                    * * * * *

<PAGE>

     IN WITNESS WHEREOF,  the Parties hereto have executed this Agreement on the
date first above written.

                                         THE RATTLESNAKE HOLDING
                                            COMPANY, INC.


                                By:      /s/
                                         -----------------------------
                                         Name:
                                         Title:


                                         /s/Joseph Ottomanelli
                                          ----------------------------
                                         JOSEPH OTTOMANELLI


                                         /s/Niclolo Ottomanelli
                                         -----------------------------
                                         NICOLO OTTOMANELLI

OTTOMANELLI BROTHERS WEST, LTD.


By:      /s/
         ----------------------------
         Name:
         Title:

OTTOMANELLI'S CAFE FRANCHISING CORP.


By:      /s/
         ----------------------------
         Name:
         Title:

34TH ST. CAFE ASSOCIATES INC.


By:      /s/
         -----------------------------
         Name:
         Title:

GARDEN STATE CAFE CORP.


By:      /s/
         ----------------------------
         Name:
         Title: