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                                                                 EXHIBIT 3.1.1


                          CERTIFICATE OF DESIGNATIONS,
                   PREFERENCES, RIGHTS AND LIMITATIONS OF THE
                SERIES A CONVERTIBLE CUMULATIVE PREFERRED STOCK
                                       OF
                     THE RATTLESNAKE HOLDING COMPANY, INC.

                     Pursuant to Section 151 of the General
                    Corporation Law of the State of Delaware


        The Rattlesnake Holding Company, Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), in accordance with the provisions of Section 103 thereof, and
pursuant to Section 151 thereof, DOES HEREBY CERTIFY:

        That pursuant to the authority conferred upon the Board of Directors of
the Corporation (the "Board of Directors") by the Corporation's Certificate of
Incorporation, on June 3, 1996, the Board of Directors adopted the following
resolution authorizing and creating a series of its authorized class of
5,000,000 shares of preferred stock, par value $.10 per share (the "Preferred
Stock"), consisting of 200,000 shares of Preferred Stock, designated as the
Series A Convertible Cumulative Preferred Stock:

        RESOLVED that, pursuant to the authority vested in the Board of
Directors of the Corporation in accordance with the provisions of the
Corporation's Certificate of Incorporation, a series of the Preferred Stock,
par value $.10 per share, of the Corporation be, and it hereby is, authorized
and created, and that the designation and amount thereof and the voting powers
and such other relative rights, powers and preferences of such series, and the
qualifications, limitations or restrictions thereof, are as follows:

        1.      DESIGNATION AND NUMBER OF SHARES. The designation of such
series of Preferred Stock authorized by this resolution shall be the Series A
Convertible Cumulative Preferred Stock (the "Series A Preferred Stock"). The
maximum number of shares of the Series A Preferred Stock shall be 200,000 and
no more.

        2.      RANK. The Series A Preferred Stock shall, with respect to
dividend rights and rights upon liquidation, winding up and dissolution, rank
(a) pari passu with all other classes and series of preferred stock whether
established by the Board of Directors or pursuant to the Corporation's
Certificate of Incorporation, as amended from time to time, unless holders of
the shares of Series A Preferred Stock shall consent to be junior; (b) senior
to all other equity securities, including the common stock, par value $.001 per
share (the "Common Stock"), of the Corporation (all of the securities of the
Corporation which 
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rank junior to the Series A Preferred Stock are at times collectively referred
to herein as the "Junior Securities").

        3.      DIVIDENDS.

                (a) The holders of the shares of Series A Preferred Stock shall
be entitled to receive, when, as and if declared by the Board of Directors, out
of funds at the time legally available for the payment of dividends, cumulative
semi-annual cash dividends in an amount equal to $.9188 per share (7.5% per
annum) and no more. Such dividends shall be payable on May 15 and November 15
of each year, commencing on November 15, 1996 (each of such dates being a
"Dividend Payment Date"). Such dividends shall be paid to the holders of record
at the close of business on the date specified by the Board of Directors at the
time such dividend is declared; provided, however, that such date shall not be
less than 10 nor more than 60 days prior to the Dividend Payment Date. Such
dividends shall be fully cumulative and shall accrue (whether or not declared),
without interest, from the first day of the period (or, with respect to the
first dividend, such dividend shall accrue from the date of issue of the shares
of Series A Preferred Stock) in which such dividend may be payable through the
Dividend Payment Date with respect to such period as herein provided. If the
Dividend Payment Date is not a business day, the Dividend Payment Date shall be
the next succeeding business day. Accumulated unpaid dividends for any past
dividend periods may be declared by the Board of Directors and paid on any date
fixed by the Board of Directors, whether or not a regular Dividend Payment
Date, to holders of record on the books of the Corporation on such record date
as may be fixed by the Board of Directors.

                (b)     (i) Holders of shares of the Series A Preferred Stock
shall be entitled to receive the dividends provided for in paragraph 3(a)
hereof in preference to and in priority over any dividends upon any of the
Junior Securities.

                        (ii) If at any time the Corporation shall have failed
to pay all dividends which have accrued on shares of Series A Preferred Stock
at the time such dividends are payable, the Corporation shall not declare, pay
or set apart for payment any dividend on any of the Junior Securities or make
any payment on account of, or set apart for payment money for a sinking or
other similar fund for, the purchase, redemption or other retirement of, any of
the Junior Securities or any warrants, rights, calls or options exercisable for
any of the Junior Securities, or make any distribution in respect thereof,
either directly or indirectly, and whether in cash, obligations or shares of
the Corporation or other property (other than distributions or dividends in
stock to the holders of such stock), and shall not permit any corporation or
other entity directly or indirectly controlled by the Corporation to purchase
or redeem any of the Junior Securities or any warrants, rights, calls or
options exercisable for any of the Junior Securities, unless prior to or
concurrently with such declaration, payment or setting apart for payment,
purchase or 

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distribution, as the case may be, all accrued and unpaid dividends on shares of
the Series A Preferred Stock not paid on the dates provided for in paragraph
3(a) hereof shall have been or, concurrently therewith, shall be paid.

                        (iii) Notwithstanding the foregoing, no dividend shall
be declared or paid or any other distribution made in cash on the Common Stock
in an aggregate amount in excess of 25% of the net after tax income of the
Corporation for the prior fiscal year.

                        (iv)  Subject to the foregoing provisions of this
paragraph 3(b), the Board of Directors may declare and the Corporation may pay
or set apart for payment dividends and other distributions on any of the Junior
Securities, and may purchase or otherwise redeem any of the Junior Securities
or any warrants, rights or options exercisable for any of the Junior
Securities, and the holders of the shares of the Series A Preferred Stock shall
not be entitled to share therein.

        4. LIQUIDATION PREFERENCE.

                (a)  In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation, the holders of
shares of the Series A Preferred Stock then outstanding shall be entitled,
before any distribution or payment is made upon any of the Junior Securities,
to be paid out of the assets of the Corporation available for distribution to
its stockholders, an amount in cash equal to $24.50 per share, plus an amount
in cash equal to all accrued but unpaid dividends thereon (without interest) to
the date fixed for liquidation ("Liquidation Value"). If the assets of the
Corporation are not sufficient to pay in full the Liquidation Value payable to
the holders of outstanding shares of Series A Preferred Stock or any other
series of Preferred Stock having liquidation rights ranking pari passu with the
shares of Series A Preferred Stock, then the holders of all such shares shall
share ratably in such distribution of assets in accordance with the respective
amounts which would be payable on such distribution if the amounts to which the
holders of outstanding shares of Series A Preferred Stock and of such other
series of Preferred Stock are entitled were paid in full.

                (b)  For the purposes of this Section 4, neither the voluntary
sale, conveyance, exchange or transfer (for cash, shares of stock, securities
or other consideration) of all or substantially all the property or assets of
the Corporation nor the consolidation or merger of the Corporation with one or
more other corporations shall be deemed to be a liquidation, dissolution or
winding up, voluntary or involuntary, unless such voluntary sale, conveyance,
exchange or transfer shall be in connection with a dissolution or winding up of
the business of the Corporation.

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      5.  OPTIONAL REDEMPTION.

          (a)  The corporation may redeem the Series A Preferred Stock, at any
time in whole or from time to time in part on or after July 1, 1997, but only
if the Average Closing Sale Price for a period of 20 consecutive trading days
ending within five trading days of the date of the Notice of Redemption, as
defined in Section 6(b) equals or exceeds 150% of the Conversion Price, at a
redemption price equal to $29.40 per share if redeemed before June 30, 1997 and
$26.96  per share if redeemed on or after June 30, 1997 but on or before June
30, 1999 and $25.73 per share if redeemed after June 30, 1999, plus an amount
in cash equal to all accrued and unpaid dividends thereon. For purposes of this
Section 5(a), "Average Closing Sale Price" shall mean the average of the last
reported sale prices for the Common stock on the Primary Market (as hereinafter
defined) for the Common Stock for each of the trading days within the
aforementioned 20 day period, provided however that if there has been no sale
on any trading day within the applicable period, for purpose of such average,
the price for such day shall be the mean between the closing "bid" and "asked"
prices in such Primary Market. For purposes of the foregoing, the Primary
Market as of the date of this Certificate of Designations is the Nasdaq Small
Cap Market. If hereafter, the Common Stock shall be listed on the NASD National
Market system ("NMS"), on the New York Stock Exchange, the American Stock
Exchange or equivalent exchange, then the NMS or such exchange, as the case may
be, shall be deemed the Primary Market. If the Corporation's securities shall
cease to be on an exchange or traded in any recognized securities market, then
the Average Closing Sale Price shall be determined by the Board of directors
acting in good faith.

          (b)  Shares of Series A Preferred Stock which have been issued and
reacquired in any manner, including shares purchased or redeemed or converted
into Common Stock, shall (upon compliance with any applicable provisions of the
laws of the State of Delaware) have the status of authorized and unissued
shares of Preferred Stock undesignated as to series and may be redesignated and
reissued as part of any series of the Preferred Stock; provided, however, that
no such issued and reacquired shares of Series A Preferred Stock shall be
reissued or re-sold as Series A Preferred Stock.

          (c)  No sinking fund payments shall be required to be made by the
Corporation in connection with the redemption of the Series A Preferred Stock
pursuant to this Section 5.

      6.  PROCEDURE FOR REDEMPTION.

          (a)  In the event that fewer than all of the then outstanding shares
of the Series A Preferred Stock are to be redeemed, the shares of Series A
Preferred Stock to be redeemed shall be determined by lot or pro rata as may be
determined by the Board of

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Directors or any other method selected by the Board of Directors which is not
inconsistent with applicable law.

          (b)  In the event the Corporation shall redeem shares of the Series A
Preferred Stock, notice of such redemption (the "Notice of Redemption") shall
be given by first class mail, postage prepaid, mailed not less than 30 nor more
than 60 days prior to the redemption date, to each holder of record of the
shares to be redeemed at such holder's address as the same appears on the stock
register of the Corporation. Each such notice shall state; (i) the redemption
date; (ii) the aggregate number of shares of the Series A Preferred Stock to be
redeemed from all holders of record, and, if less than all the shares held by a
holder are to be redeemed from such holder, the number of shares to be redeemed
from such holder; (iii) the redemption price; (iv) the place or places where
certificates for such shares are to be surrendered for payment of the
redemption price; and (v) that dividends on the shares to be redeemed will
cease to accrue on such redemption date.

          (c)  Notice having been mailed as provided in Section 6(b), from and
after the redemption date (unless default shall be made by the Corporation in
providing money for the payment of the redemption price of the shares called
for redemption) dividends on the shares of Series A Preferred Stock so called
for redemption shall cease to accrue, and such shares shall no longer be deemed
to be outstanding and shall have the status of authorized but unissued shares
of Preferred Stock, unclassified as to series, and all rights of the holders
thereof as stockholders of the Corporation (except the right to receive from
the Corporation the redemption price) shall cease. Upon surrender, in
accordance with the Notice of Redemption, of the certificates for any shares so
redeemed (properly endorsed or assigned for transfer, if the Board of Directors
shall so require and the Notice of Redemption shall so state), such shares
shall be redeemed by the Corporation at the aforesaid redemption price. In the
event that fewer than all the shares represented by any such certificate are
redeemed, a new certificate shall be issued representing the unredeemed shares
without cost to the holder thereof.

      7.  VOTING RIGHTS.

          (a)  Except as otherwise required by law or set forth in this Section
7, holders of Series A Preferred Stock shall have no voting rights and their
consent shall not be required for the taking of any corporate action.

          (b)  The holders of Series A Preferred Stock, voting as a class,
shall have the right to approve by a majority vote of the outstanding shares of
Series A Preferred Stock (i) any amendment to the Corporation's Certificate of
Incorporation or to this Certificate of Designations which amends any of the
rights, limitations or preferences of the Series A Preferred Stock, or
authorizes or creates any class of capital stock, or series of Preferred Stock,
with rights superior to the Series A Preferred Stock on liquidation or as

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to dividends or which otherwise adversely affects the holders of the Series A
Preferred Stock, or (ii) any merger, consolidation or sale of all or a majority
of the assets of the Corporation.

          (c)  If at any time and for so long as the Corporation shall be in
arrears in the payment of any dividends with respect to the shares of Series A
Preferred Stock, the holders of Series A Preferred Stock then outstanding,
voting as a class, shall have the exclusive and special right (but not the
obligation) to nominate and elect up to two directors to the Board of
Directors. Such right shall continue until all dividend arrearages with respect
to the Series A Preferred Stock shall have been paid, at which time such right
shall terminate, subject to the revesting thereof, such directorship(s) shall
be eliminated and the director(s) elected pursuant to this Section 7(c) shall
automatically be removed, without further action by the stockholders or the
Board of Directors. For the purposes of this Section 7(c), the following
provisions shall also be applicable:

                (i)  The number of directors constituting the Board of Directors
shall be automatically increased, if necessary, by up to two directors in order
to provide a vacancy or vacancies in the Board of Directors to permit such
holders to exercise their right hereunder.

               (ii)  The right set forth in this Section 7(c) may be exercised
by a majority vote of the outstanding shares of Series A Preferred Stock either
at a special meeting of the holders of Series A Preferred Stock or by written
consent in lieu thereof.

              (iii)  In the event that holders of Series A Preferred Stock are
to elect the additional director(s) at a special meeting, such special meeting
shall be called by the President or the Secretary of the Corporation within
three business days of receipt of a request in writing of the holders owning at
least 10% of the outstanding shares of Series A Preferred Stock. Written notice
of such special meeting, stating the place, date and hour of the meeting and the
purpose or purposes for which the meeting is called (the election of up to two
directors) shall be given at least 20 days before the date of the meeting to
each holder of the Series A Preferred Stock.

               (iv)  So long as there are shares of Series A Preferred Stock
outstanding, the Corporation shall cause the Bylaws of the Corporation to be
consistent with and to contain provisions necessary to give effect to the right
set forth in this Section 7(c).

          (d)  All notices to be delivered pursuant to this Section 7 shall be
given by first class mail, postage prepaid to the Corporation at the address of
the offices of

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the Corporation and to the holders of the Series A Preferred Stock at the
holders' addresses as the same appear on the stock register of the Corporation.

                (e)  If approval of holders of Series A Preferred Stock is
required, voting or written consent procedures used to determine whether such
approval will be obtained shall comply with the applicable provisions of the
Delaware General Corporation Law and the federal securities laws.

                (f)  In any case in which holders of Series A Preferred Stock
shall be entitled to vote separately as a class, each holder of Series A
Preferred Stock shall be entitled to one vote for each share of Series A
Preferred Stock held.

        8.  CONVERSION RIGHTS; ADJUSTMENTS.

                (a)  Each share of Series A Preferred Stock shall be
convertible, at the option of the holder of record thereof, at any time, and
from time to time, on or after September 1, 1996, into that number of fully
paid and nonassessable shares of Common Stock (as such shares may be
constituted on the Conversion Date, as hereinafter defined) as shall be
obtained by dividing $24.50 by the Conversion Price in effect at the time of
conversion (the "Conversion Price"). The initial Conversion Price shall be
$3.95 per share which shall be subject to adjustment as set forth below. In the
event that the Conversion Price in effect on June 29, 1997 is greater than an
amount equal to 85% of the average last reported sale price of the Common Stock
on the Primary Market for the ten consecutive trading days ending five days
prior to June 29, 1997 (the "Reset Price"), the Conversion Price will be
reduced to the Reset Price and the Company will give notice to each holder of
the Series A Preferred Stock, pursuant to Section 8(d)(v), setting forth such
new Conversion Price. All rights to convert related to the shares of Series A
Preferred Stock redeemed pursuant to Sections 5 and 6 hereof shall expire at
the close of business on the redemption date.

                (b)  Before any holder of Series A Preferred Stock shall be
entitled to convert the same into Common Stock, such holder shall deliver the
certificate or certificates therefor, duly endorsed, to the office of the
Corporation or the Corporation's transfer agent, if any, and shall give written
notice to the Corporation that the holder elects to convert all or part of the
shares represented by the certificate or certificates. Conversion shall be
deemed to have been made effective on the date when such delivery is made, and
such date is referred to herein as the "Conversion Date". The Corporation will,
as soon as practicable thereafter, issue and deliver to such holder of Series A
Preferred Stock, or the holder's nominee or nominees, certificates for the
number of full shares of Common Stock to which the holder shall be entitled as
aforesaid, together with cash in lieu of any fraction of a share as hereinafter
provided. If surrendered certificates for Series A Preferred Stock are
converted only in part, the Corporation will issue and deliver to the holder
a new

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certificate or certificates representing the aggregate of the unconverted shares
of Series A Preferred Stock.

          (c)  The holders of shares of Series A Preferred Stock surrendered for
conversion between a Dividend Payment Date and the next record date for the
payment of dividends shall not be entitled to receive accrued dividends on such
surrendered shares. Dividends will be paid, however, on any Dividend Payment
Date with respect to those shares of Series A Preferred Stock surrendered for
conversion after any record date for the payment of dividends to the registered
holders thereof.

          (d)  The Conversion Price shall be subject to further adjustment as
follows:

               (i) Adjustment Upon Issuances of Common Stock below the
Conversion Price. In case the Corporation shall issue any shares of Common Stock
other than Excluded Stock (as hereinafter defined) for a consideration per share
less than the then existing Conversion Price applicable immediately prior to
such issuance, the Conversion Price in effect immediately prior to each such
issuance shall be reduced to a price determined by dividing (A) the sum of (x)
the number of shares of Common Stock outstanding immediately prior to such
issue, multiplied by the Conversion Price in effect immediately prior to such
issue, plus (y) the consideration, if any, received by the Corporation upon such
issue, by (B) the number of shares of Common Stock outstanding immediately after
such issue. For the purposes of this clause 8(d)(i), the following provisions
shall also be applicable:

                    (1) Convertible Securities Options and Rights. If the
     Corporation shall issue any stock, warrant, security, obligation, option or
     other right which directly or indirectly may be converted, exchanged, or
     satisfied in shares of Common Stock other than Excluded Stock (as
     hereinafter defined), the maximum total number of shares of Common Stock
     issuable upon such conversion, exchange or other exercise of such
     securities or rights shall thereupon be deemed to have been issued and to
     be outstanding, and the consideration received by the Corporation therefor
     shall be deemed to include the sum of the consideration received for the
     issue of such securities or rights and the minimum additional consideration
     payable upon such conversion, exchange or other exercise of such securities
     or rights. No further adjustment shall be made for the actual issuance of
     Common Stock upon such conversion, exchange or other exercise of any such
     securities or rights. If the provisions of any such securities or rights
     with respect to purchase price or shares purchasable shall change or
     expire, any adjustment previously made hereunder therefor shall be
     readjusted to such as would have obtained on the basis of the securities or
     rights as modified by such change or expiration.


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                  (2) Stock Dividends and Splits. In case the Corporation shall
declare a dividend or other distribution payable in Common Stock or shall
subdivide Common Stock into a greater number of shares of Common Stock, such
issue of Common Stock shall be deemed to have been made without consideration.

                  (3) Consideration. In case the Corporation shall issue shares
of Common Stock for consideration wholly or partly other than cash, the amount
of the consideration other than cash received by the Corporation shall be deemed
to be the fair value of such consideration as determined by the Board of
Directors by any method that the Board of Directors deems appropriate (provided,
however, that in the event that any such shares of Common Stock are to be issued
to any person or entity in which any director or directors of the Corporation
has an interest, such determination shall be made solely by those members of the
Board of Directors who have no such interest).

                  (4) Record Dates. In case the Corporation shall take a record
of the holders of Common Stock for the purpose of entitling them (i) to receive
a dividend or other distribution payable in Common Stock, or (ii) to subscribe
for or purchase Common Stock, then such record date shall be deemed to be the
date of issue or sale of the shares of Common Stock deemed to have been issued
upon the declaration of such dividend or the making of such other distribution
or the date of the granting of such right of subscription or purchase, as the
case may be.

                  (5) Treasury Stock. The number of shares of Common Stock
outstanding at any given time shall include shares owned or held by or for the
account of the Corporation, and the disposition of any such shares so owned or
held shall not be considered an issue of Common Stock.

                  (6) Excluded Stock. The term "Excluded Stock" shall mean (i)
the shares of Common Stock issuable upon conversion of the Corporation's Series
B Convertible Notes, as in effect on the date hereof; (ii) the shares of Common
Stock issuable upon exercise of options and warrants, as in effect on the date
hereof, outstanding on the date of this Certificate of Designations; (iii) the
shares of Common Stock issuable upon exercise of the warrant to be issued to the
Placement Agent in connection with the placement of the Series A Preferred
Stock; (iv) the shares of Common Stock issuable upon exercise of the Series A
Common Stock Purchase Warrants; and (v) options and shares of Common Stock
issuable under the Company's Stock Option Plans approved by the shareholders.


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              (ii)  Adjustments for Changes in Capital Stock. If the
Corporation (A) pays a dividend in shares of Common Stock to holders of Common
stock; (B) subdivides outstanding shares of Common Stock into a greater number
of shares; (C) combines outstanding shares of Common Stock into a smaller number
of shares; (D) pays a dividend on shares of Common Stock in shares of capital
stock other than Common Stock or makes a distribution on Common stock in shares
of capital stock other than Common Stock; or (E) issues by reclassification of
shares of Common Stock any shares of its capital stock; then the Conversion
Price in effect immediately prior to such action shall be adjusted so that the
holder of Series A Preferred Stock thereafter converted may receive the number
of shares of capital stock of the Corporation which such holder would have
owned immediately following such action if such holder had converted the Series
A Preferred Stock immediately prior to such action.

          For a dividend or distribution, the adjustment shall become effective
immediately after the record date for the dividend or distribution. For a
subdivision, combination or reclassification, the adjustment shall become
effective immediately after the effective date of the subdivision, combination
or reclassification.

          If, after an adjustment, a holder of Series A Preferred Stock upon
conversion thereof may receive shares of two or more classes of capital stock
of the Corporation, the Board of Directors shall determine the allocation of
the adjusted Conversion Price between or among the classes of capital stock.
After such allocation, the Conversion Price of the classes of capital stock
shall thereafter be subject to adjustment on terms comparable to those
applicable to Common Stock contained in this Section 8(d).

              (iii)  Voluntary Adjustment. The Corporation at any time may
decrease the Conversion Price, temporarily or otherwise, by any amount but in
no event shall such Conversion Price result in the issuance of Common Stock at
a price less than the par value of the Common Stock at the time such decrease
is made. Any such decreased Conversion Price shall be available for at least 20
days from the date on which notice of such decrease is filed by the corporation
with the transfer agent for the Common Stock, and such decrease shall be
irrevocable during such period. The Company shall notify each holder of Series
A Preferred Stock at least 15 days prior to the date on which the reduced
Conversion Price takes effect.

              (iv)  When Adjustment May be Deferred, Etc. No adjustment in the
Conversion Price need be made under this Section 8(d) unless cumulative
adjustments equal at least $.125. Any adjustments which are not made shall be
carried forward and taken into account in any subsequent adjustment. No
adjustment of the Conversion Price will be made for  cash distributions or cash
dividends paid out of funds

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legally available therefor. All calculations under this Section 8(d) shall be
made to the nearest cent or to the nearest 1/100th of a share, as the case
may be.

                (v)     Notice of Adjustment. Whenever the Conversion Price is
adjusted, the Company shall calculate the adjustment to be made and shall
promptly mail to holders of the Series A Preferred Stock at such holder's
address as set forth in the stock register of the Corporation and to the
transfer agent of the Corporation a certificate from an officer of the
Corporation briefly stating the facts requiring the adjustment and the manner
of computing it. The certificate shall be conclusive evidence that the
adjustment is correct, absent manifest error.

        (e)     No fractional shares or scrip representing fractional shares of
Common Stock shall be issued upon conversion of the Series A Preferred Stock.
If more than one certificate representing shares of the Series A Preferred
Stock shall be surrendered for conversion at one time by the same holder, the
number of full shares issuable upon conversion thereof shall be computed on the
basis of the aggregate number of shares of Series A Preferred Stock so
surrendered. Instead of any fractional share of Common Stock that would
otherwise be issuable upon conversion of any shares of Series A Preferred
Stock, the Corporation will pay a cash adjustment in respect of such fractional
interest in an amount equal to the same fraction of the Conversion Price.

        (f)     The Corporation shall reserve and keep available out of its
authorized but unissued shares of Common Stock or its shares of Common Stock
held in treasury, solely for the purpose of effecting the conversion of the
Series A Preferred Stock, such number of its shares of Common Stock as shall
from time to time be sufficient to effect the conversion of all outstanding
shares of Series A Preferred Stock. All shares of Common Stock which may be
issued upon conversion of the Series A Preferred Stock shall be validly issued,
fully paid and non-assessable.

        (g)     The issuance of certificates for shares of Common Stock upon
the conversion of shares of Series A Preferred Stock shall be made without
charge to the holders of shares of Series A Preferred Stock converting such
shares of Series A Preferred Stock for any issue or stamp tax in respect of the
issuance of such certificates, and such certificates shall be issued in the
respective names of the holders of shares of Series A Preferred Stock converted.

        (h)     Shares of Common Stock held in the treasury of the Corporation
may in the discretion of the Board of Directors be delivered upon any
conversion of shares of Series A Preferred Stock.

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                        (i)     All certificates for the shares of Series A
Preferred Stock and any shares of Common Stock issued upon conversion thereof
shall bear the following legend:

                THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED
                WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
                AMENDED (THE "SECURITIES ACT") OR QUALIFICATION UNDER THE BLUE
                SKY LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE SOLD,
                ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF, BENEFICIALLY OR
                ON THE RECORDS OF THE CORPORATION, UNLESS THE SECURITIES
                REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED OR
                QUALIFIED UNDER THE SECURITIES ACT OR APPLICABLE BLUE SKY LAWS
                OR AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION IS
                AVAILABLE AND AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
                IS DELIVERED STATING THAT SUCH REGISTRATION AND QUALIFICATION
                ARE NOT REQUIRED.

                The certificates evidencing such shares shall also bear any
legends required pursuant to any state, local or foreign law governing such
securities.

        9.      NOTICE OF CERTAIN TRANSACTIONS. In the event (A) the
Corporation takes any action which would require an adjustment in the
Conversion Price; (B) the Corporation proposes to consolidate with or merge
with or into, or transfer all or substantially all or its assets to, another
corporation; or (C) there is a proposed dissolution or liquidation of the
Corporation; then in each such case the Corporation shall send by first class
mail, postage prepaid to each holder of Series A Preferred Stock at the address
of such holders as listed in the stock register of the Corporation and to the
transfer agent or effective agent a notice stating any such proposed record or
effective date, as the case may be, by first-class mail at least 20 days before
such date. Failure to mail the notice or any defect in it shall not affect the
validity of any transaction referred to in clause (A), (B), or (C) of this
Section 9.

        10.     CONSOLIDATION, MERGER OR SALE OF ASSETS. In case the
Corporation shall consolidate or merge into or with another corporation, or in
case the Corporation shall sell or convey to any other person or persons all or
substantially all the assets of the Corporation, each holder of Series A
Preferred Stock then outstanding shall have the right

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thereafter to convert each share of Series A Preferred Stock held by the holder
into the kind and amount of shares of stock, other securities, cash and
property receivable upon such consolidation, merger, sale or conveyance by a
holder of the number of shares of Common Stock into which such consolidation,
merger, sale or conveyance, and shall have no other conversion rights. In any
event, effective provision shall be made, in the certificate or articles of
incorporation of the resulting or surviving corporation or otherwise or in any
contracts of sale and conveyance so that, so far as appropriate and as nearly
as reasonably may be, the provisions set forth herein for the protection of the
conversion rights of the shares of the Series A Preferred Stock shall
thereafter be made applicable.

        11.     CERTAIN DIVIDENDS AND DISTRIBUTIONS. In the event that the
Corporation shall at any time prior to the conversion of all Series A Preferred
Stock declare a dividend (other than a dividend consisting solely of shares of
common stock or a cash dividend or distribution payable out of current or
retained earnings) or otherwise distribute to its stockholders any monies,
assets, property, rights, evidences of indebtedness, securities (other than
shares of Common Stock), whether issued by the Corporation or by another person
or entity, or any other thing of value, the holders of the shares of
unconverted Series A Preferred Stock shall thereafter be entitled, in addition
to the shares of Common Stock receivable upon the conversion thereof, to
receive, upon the conversion of such Series A Preferred Stock, the same monies,
property, assets, rights, evidences of indebtedness, securities or any other
thing of value that they would have been entitled to receive at the time of
such dividend or distribution had they been an owner of record of the shares of
Common Stock into which the shares of Series A Preferred Stock are then being
converted as of the record date or other date of determination for such
dividend or distribution and an appropriate provision (which provision may
include without limitation, the establishment of an escrow arrangement in favor
of the holders of the unconverted shares of Series A Preferred Stock in which
the portion of the dividend or distribution attributable to such shares of
Series A Preferred Stock is held) shall be made a part of any such dividend or
distribution. Notwithstanding any provision herein to the contrary, no
adjustment under this Section 11 shall be made with respect to any cash
dividend or distribution payable solely out of current or retained earnings of
the Company.

        12.     CERTAIN COVENANTS.

                (a) So long as any shares of Series A Preferred Stock are
outstanding, the Corporation shall not directly or indirectly, create, incur,
issue, assume or guarantee or otherwise become liable, contingently or
otherwise, with respect to any indebtedness for borrowed money, without the
consent of the Board of Directors and of Auerbach, Pollak & Richardson, Inc.,
the placement agent on behalf of the Corporation in connection with the initial
offering of up to 200,000 shares of Series A Preferred Stock (the "Placement
Agent") if the terms of such indebtedness would prohibit the payment of regular
stated dividends on the Series A Preferred Stock under circumstances, except 

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<PAGE>   14
where the instruments evidencing such indebtedness contain default provisions
whereby the lender has the right to demand immediate payment and/or
acceleration of payment. The Corporation shall furnish the Placement Agent with
copies of all instruments of indebtedness which contain provisions regarding
declaration or payment of dividends on the Series A Preferred Stock or other
capital stock of the Corporation irrespective of whether such instruments
contain the default provisions permitted in this Section 12(a). Such copies
shall be delivered by the Corporation not less than ten days prior to the
anticipated incurrence of any such indebtedness.

                (b)     No material amendments may be made to the terms of
compensation set forth in those employment agreements by and between the
Corporation and the senior executives of the Corporation in effect on the date
of this Certificate of Designation without the consent of the Placement Agent
or, if applicable, of the nominee(s) to the Board of Directors elected by the
holders of the Series A Preferred Stock pursuant to Section 7(c) hereof.

                (c)     The Corporation will not engage in any transaction with
any officer, director, employee or holder of at least 5% of any class of the
Corporation's outstanding securities, other than transactions on terms no less
favorable to the Corporation than those terms and conditions which would be
offered by or to an unaffiliated third party.

        13.     AMENDMENT. Any of the rights specified in this Certificate of
Designation may be amended, provided, that all amendments to this Certificate
of Designation shall be made in accordance with Section 7(b) of this
Certificate of Designation and the Delaware General Corporation Law in effect
from time to time. Any such amendment so effected shall be binding upon the
Corporation and any holder of Series A Preferred Stock.

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<PAGE>   15
        IN WITNESS WHEREOF, The Rattlesnake Holding Company, Inc. has caused
its corporate seal to be hereunto affixed and this Certificate of Designations,
Preferences, Rights and Limitations to be duly executed by its President and
attested to by its Secretary this 30th day of June, 1996.

                                     THE RATTLESNAKE HOLDING COMPANY, INC.

[SEAL]                               By: /s/ William J. Opper
                                         ---------------------------------------
                                         William J. Opper, Chairman of the Board
ATTEST:

By: /s/ Victor J. DiGioia
    -------------------------------
    Victor J. DiGioia, Assistant
     Secretary

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