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                                                                EXHIBIT 10.24

         THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

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

                    Series C 15% Subordinated Promissory Note
                               Due August 6, 1997

                                                                          , 1996

$__________________


         The Rattlesnake Holding Company, Inc., a Delaware corporation
(hereinafter called the "Company"), for value received, hereby promises to pay
to
                                                                              or
registered assigns, on August 6, 1997 (the "Due Date"), the principal amount of
                                  Dollars ($           ) and to pay interest on 
the Due Date (computed on the basis of a 360-day year of twelve 30-day months)
on the unpaid portion of said principal amount from the date hereof at the rate
of 15% per annum. Both the principal hereof and interest hereon are payable at
the principal office of the Company in Stamford, Connecticut, in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts.

         1. Authorized Issue. This Note is one of a duly authorized issue of
Series C 15% Subordinated Promissory Notes due the Due Date (herein called the
"Notes") made or to be made by the Company in the aggregate amount of up to
$600,000, in original authorized principal amount, similar in terms except for
dates, principal amounts and named payees, issued by the Company pursuant to an
Exchange Agreement among the Company and certain Series C Subordinated
Promissory Note holders.

         2. Transfer and Exchange. This Note is transferable on the Note
Register of the Company at the expense of the Company (except for any stamp tax
or other governmental charge with respect to any transfer) upon surrender of
this Note for transfer at the principal office of the Company, accompanied by a
written instrument of transfer in form reasonably satisfactory to the Company
duly executed by the holder of this Note or his attorney duly authorized in
writing, and thereupon one or more new Notes, each in the denomination for the
same aggregate principal amount as the Note

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surrendered, and dated the date to which interest has been paid on the Notes,
will be issued to the designated transferee or transferees. This Note is
exchangeable for a like aggregate principal amount of Notes of different
denominations, as requested by the holder or his attorney surrendering the same.

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

         Any new Note or Notes to be delivered to you or upon your order,
pursuant to this Section 2, in substitution for or in lieu of any Note held by
you, will be delivered to you at your address as shown on the records of the
Company, or at such other address as you may request, without any expense to you
in connection with such delivery and insured to your satisfaction.

         3.  Prepayment Provisions. (a) This Note may be prepaid, at the option
of the Company, as a whole or in part, pro rata as to each Note holder, at any
time or from time to time, in each case on any date on or after the date of
issuance and prior to maturity, at a redemption price of l00% of the principal
amount of such Note, together with accrued interest through the date of
prepayment.

         (b) If this Note is called for prepayment pursuant to subsection 3(a)
of this Note, the Company shall give written notice to the holder of this Note
not less than 30 nor more than 60 days prior to the date fixed for the
prepayment thereof. Such notice and all other notices to be given to any holder
of a Note shall be mailed by registered mail to the holder thereof at the
address shown on the Note Register.

         Upon notice of any prepayment being given as provided in this
subsection 3(b), the Company covenants and agrees that it will prepay on the
date therein fixed for prepayment the entire principal amount of this Note so as
to be prepaid as specified in such notice as the principal amount thereof,
together with interest accrued thereon to such date fixed for prepayment, plus
the applicable premium, if any.

         (c) Upon any partial prepayment of the Notes, upon presentation as
herein provided, there shall be paid to the holder the principal amount of the
portion of the Notes so to be prepaid with the unpaid interest accrued in
respect thereof, and either (i) the Note to be partially prepaid shall be
surrendered by the holder, in which event the Company shall execute and deliver
to or on the order of such holder, at the expense of the Company, a new Note for
the principal amount of the Note remaining unpaid, dated as of the date to which
interest has been paid on the Note surrendered, and registered in the name of
the holder, or (ii) if

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the holder and the Company shall so determine, the Note to be partially prepaid
need not be so surrendered, but may be made available to the Company, at the
place of payment specified herein, for notation thereon of the payment of the
portion of the principal so paid, in which case the Company shall make such
notation and return the Note to or on the order of such holder.

         (d) All Notes which may be prepaid in full shall not be considered
outstanding for purposes of this Section 3.

         4.  Subordination of Indebtedness.

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

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

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

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


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

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

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

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

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

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

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

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


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

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

         (c) Upon receipt by the Company of evidence satisfactory to it of the
loss, theft, destruction or mutilation of any Note and of indemnity reasonably
satisfactory to it, and upon reimbursement to the Company of all reasonable
expenses incidental thereto, and upon surrender and cancellation of any such
Note if mutilated, the Company will make and deliver a new Note of like tenor in
lieu of any such Note so lost, stolen, destroyed or mutilated. Any new Note made
and delivered in accordance with the provisions of this subsection 6(c) shall be
dated as of the date from which unpaid interest has then accrued on the Note so
lost, stolen, destroyed or mutilated.

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

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

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

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

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

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

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

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

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


                                       THE RATTLESNAKE HOLDING COMPANY, INC.


                                       By___________________________________
                                          William J. Opper
                                          Chairman of the Board of Directors


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