<PAGE>   1
         AGREEMENT made                  , 1996 between FRANK TUMMINELLO, 
CHARLES TUMMINELLO and THOMAS E. DUNN, hereinafter known as "FT, CT & TD" and
RATTLESNAKE OF MILFORD, INC., hereinafter known as "R of M" and RATTLESNAKE
HOLDING CORP., hereinafter known as "RHC".

         WHEREAS above individuals, FT, CT & TD, have been directors and
officers of CFT Restaurant Inc., hereinafter known as "CFT", which is a
Connecticut Corporation and which has conducted a retail restaurant business at
1360 Boston Post Road, Milford, Connecticut, and

         WHEREAS R of M desires to retain FT, CT & TD's experience and abilities
in the business of the retail food preparation and sale, and has offered to
engage them to render consultative and advisory services to it, and

         WHEREAS CFT has assigned (or is assigning as of the date of this
Agreement) to R of M all of its interests in and to that certain lease (the
"Lease") dated July 7, 1988 between Land and Building Group, as Landlord, and
CFT, as Tenant, for the premises located at 1360 Boston Post Road, Milford,
Connecticut (the "Premises"), which lease is being amended by that certain
First Amended and Restated Lease (such lease, as amended, the "Lease").

         WHEREAS FT, CT & TD desires to accept such engagement, upon the terms
and conditions hereinafter set forth,

         NOW, therefore, in consideration of the premises and the mutual
covenants herein contained, it is agreed as follows:

         1. TERM AND DUTIES. R of M hereby employs FT, CT & TD for a period of
six (6) months beginning on the date of the First Amendment and Restated Lease,
for no more than two (2) hours a week total for all FT, CT & TD for consultation
and communication by way of telephone, fax or personal contact at FT, CT & TD's
option, as a general advisor and consultant to management on all matters
pertaining to the business of R of M, and to render such additional services as
are pertinent thereto, the services to be of a similar nature as those FT, CT &
TD perform for CFT prior to the sale of its business and assets to R of M. FT,
CT & TD shall report and be responsible only to the Board of Directors of RHC
and shall devote their best efforts and such time as shall be necessary to
perform his duties and to advance the interest of R of M, subject to reasonable
vacations compatible with their position and with due regard to the preservation
of their health. RHC recognized that FT, CT & TD's association with CFT during
the many years past has created goodwill of unique value to R of M in the
operation of the restaurant business. Accordingly, it is expressly understood
that the inability of FT, CT & TD to render services to R of M by reason of
absences, or temporary of permanent illness, disability, death or incapacity, or
for any other reasonable cause, shall not constitute a failure by them to
perform their obligations hereunder and shall not be deemed a



<PAGE>   2



breach or default by them hereunder.

         Notwithstanding anything to the contrary herein contained, it is
understood and agreed that FT, CT and TD are to function in an advisory capacity
only, and FT, CT and TD shall have no authorization, power or authority to act
on behalf or bind R of M in any manner whatsoever.

         2. COMPENSATION. As full and complete compensation for any and all
services which FT, CT & TD may render to R of M in the business of the R of M, R
of M and/or RHC, as provided below shall pay to FT, CT & TD the following:

        (a) RHC shall issue its Common Stock Purchase Warrant in the form
        annexed hereto as Schedule 1, in the aggregate amount of 100,000 shares
        as follows:

           40,000 to Frank Tumminello
           40,000 to Thomas E. Dunn
           20,000 to Charles Tumminello, or their respective heirs or successors


        (b) R of M shall pay, guaranteed by RHC, to FT, CT & TD or their heirs,
        and/or estate in the pro rata distributions of 40% to FT, 40% to TD and
        20% to CT the following monies:

            (1) Seven and Three Quarters Per Cent (7 3/4%) of the Gross Sales in
            excess of One Million Nine Hundred Thousand ($1,900,000.00) Dollars
            (the "Breakpoint") in any Lease Year (defined below) occurring
            during the term of the Lease (including any extension periods)
            payable as provided below, and

            (2) A one time payment of the sum of $50,000.00 due the said FT, CT
            & TD the first time R of M attains Gross Sales of Two Million Five
            Hundred Thousand ($2,500,000.00) Dollars in a Lease year, and

            (3) A one time payment of the sum of $25,000.00 due the said FT, CT
            & TD the first time R of M attains Gross Sales of Four Million
            ($4,000,000.00) Dollars in a Lease Year.

         The said payments referred to in 1, 2 and 3 shall be paid or the estate
of FT, CT & TD throughout and during the lease and any extensions thereof
between CFT and R of M.

         The payment set forth in (b)(i) above shall be paid on the first day
of the calendar month following the month in which the Breakpoint for such Lease
Year is attained.

<PAGE>   3



         The term "Gross Sales" as used herein shall be construed to include the
entire amount of the actual sales price, whether for cash or otherwise, of all
sales of merchandise or services and other receipts whatsoever of all business
conducted in or from the Premises, known as 1360 Boston Post Road, Milford,
Connecticut by R of M, all concessionaires or otherwise, including, without
limitations: mail, catalogue, closed circuit television, computer, other
electronic or telephone orders received or filled at the Premises; all deposits
not refunded to purchasers; orders taken, although said orders may be filled
elsewhere; and the entire amount of the actual sales price and all other
receipts for sales and services by R of M, any concessionaire or otherwise in or
from the Premises. A "sale" shall be deemed to have been consummated for the
purposes of this Agreement, and the entire amount of the sales price shall be
included in Gross Sales, at such time as (i) the transaction is initially
reflected in the book or records of R of M or concessionaire (if a
concessionaire makes the sale), or (ii) R of M concessionaire receives all or
any portion of the sales price, or (iii) the applicable goods or services are
delivered to the customer, whichever first occurs, irrespective of whether
payment is made in installments, the sale is for cash or for credit, or all or
any portion of the sales price has actually been paid at the time of inclusion
in Gross Sales or at any other time. No deduction shall be allowed for direct or
indirect discounts, rebates, credits or other reductions to employees or others,
unless such discounts, rebates, credits or other reductions are generally
offered to the public on a uniform basis. For purposes hereof, the "First Lease"
means the period commencing on the Rent Commencement Date under the Lease and
ending on the last day of the calendar month immediately preceding the one year
anniversary of the Rent Commencement Date, and the next and each successive 
Lease Year shall consist of each yearly period thereafter.

         Notwithstanding the foregoing, however the following items should be
excluded from Gross Sales: (a) the amount of any sales tax, use tax, gross
receipts tax, successor tax or similar tax by whatever name called, imposed by a
federal, state, municipal or governmental authority directly on sales and
collected from customers; (b) proceeds of claims for damage to or loss of
merchandise; (c) the exchange of merchandise between the stores of Tenant where
such exchange is made solely for the convenient operation of the business of
Tenant and not for the purpose of depriving Landlord of the benefit of a sale
which otherwise would be made from the Premises; (d) proceeds from the sale of
trade fixtures, machinery and equipment; (e) the amount of any cash or credit
refund made upon any sale from the Premises previously included in Gross Sales;
(f) any redeemed gift certificates; (g) discounted sales to employees not in
exceed 5% of Gross Sales in any Lease Year; (h) license fees and rents paid by
sub-tenants and concessionaires.

         3. ARBITRATION. Any controversy or claim arising out of or relating to
this agreement shall be settled by arbitration in accordance with the rules of
the American Arbitration Association, and judgment upon the award rendered in
such arbitration may be entered in any court having jurisdiction thereof.
Reasonable attorneys fees shall be awarded to the prevailing party by the
arbitrator.

         4.       WAIVER, MODIFICATION, OR CANCELLATION.  Any waiver,



<PAGE>   4



alteration, or modification of any of the provisions of this agreement or
cancellation or replacement of this agreement shall not be valid unless in
writing and signed by the parties.

         5. CONSTRUCTION. This agreement shall be governed by the Laws of
Connecticut.

         6. ASSIGNMENT. This agreement shall inure to the benefit of and bind
the parties hereto and their respective legal representatives, successors, and 
assigns.

         7. RHC and R of M hereby agree that should they fail to make any
payment due FT, CT and TD as set forth herein then in that event RHC and R of M
shall pay FT, CT and TD a late payment fee equal to 5% of the payment due said
FT, CT and TD, in addition to the amount so due, and any reasonable attorneys
fees and collection expenses which are incurred by FT, CT and TD in order to
enforce their rights pursuant to this agreement.

         8. RECORD AND BOOKS OF ACCOUNT. R of M shall prepare and keep full,
complete and proper books and source documents of the Gross Sales, whether for
cash, credit or otherwise, and of the operations of each subtenant,
concessionaire, licensee and/or assignee, and shall require and cause all such
parties to prepare and keep books, source documents, records and accounts
sufficient to substantiate those kept by R of M. The books and source documents
to be kept by R of M shall include, without limitation, true copies of all state
and local sales and use tax returns and reports, records of inventories and
receipts of merchandise, daily receipts from all sales and other pertinent
original sales records and record of any other transactions conducted in or from
the Premises by R of M and any other persons conducting business from the
Premises. R of M shall record at the time of each sale or other transaction all
receipts from such sale or other transaction, whether for cash, credit or
otherwise, in a cash register or cash registers having a cumulative total which
shall be sealed.



<PAGE>   5



All of the foregoing books, source documents and records shall at all reasonable
times be open to the inspection of, and may be copied or extracted from, in
whole or in part, by FT, CT and TD or their authorized representative or agent
for a period of at least three (3) years after the expiration of each Lease
Year.

         R of M shall furnish to FT, CT and TD within fifteen (15) days after
the expiration of each month of each Lease Year, a complete statement, certified
by R of N, of the amount of Gross Sales, as defined herein made from the
Premises during such period. R of M shall furnish to FT, CT and TD, within sixty
(60) days after the expiration of each Lease Year, a complete statement,
certified by the chief financial officer or chief executive officer or outside
accountant employed by R of M, showing in all reasonable detail the amount of
such Gross Sales made by R of M from the Premises during the preceding Lease
Year or Partial Lease Year. R of M shall require all of its subtenants,
concessionaires, licensees and/or assignees, if any, to furnish a similar
statement. If R of M or assignees, subtenants or concessionaires fails to
furnish to FT, CT and TD any monthly or annual statement of Gross Sales within
the time required by agreement then R of M shall be in breach hereunder and
entitle FT, CT & TD to all remedies provided in this agreement or by law to FT,
CT and TD. In addition, if R of M or any subtenant, concessionaire, licensee
and/or assignee, if any, fails to furnish any two (2) consecutive monthly or
annual statements of Gross Sales within the time required by this agreement then
FT, CT and TD shall have the right with ten (10) days' prior written notice to
conduct an audit and any and all charges occasioned by reason thereof shall be
the sole obligation of R of M and payable on demand.

         9. AUDIT.
            ------

         a) RIGHT TO EXAMINE BOOKS. R of M shall make available to FT, CT and TD
within ten (10) days following their request for the same at R of M's principal
business office in the United States for examination, extracting and/or copying
all books, source documents, accounts, records and sales tax reports of R of M
and any subtenants, concessionaires, licensees and/or assignees filed with
applicable government agencies in order to verify the amount of Gross Sales in
and from the Premises.

         b) AUDIT. At their option, FT, CT and TD may at any time upon ten (10)
days' prior written notice to R of M, cause a complete audit to be made by a
certified public accountant selected by FT, CT and TD (hereinafter "auditor") of
the records R of M and/or any subtenants, concessionaires, licensees and/or
assignees relating to the Premises for the period covered by any statement
issued or required to be issued by R of M or a



<PAGE>   6



concessionaire as above set forth herein. R of M shall make available to auditor
at R of M's principal business office in the United States, within ten (10) days
following FT, CT and TD's notice requiring such audit, all of the books, source
documents, accounts, records and sales tax reports and sales tax reports of R of
M and/or any of its subtenants, concessionaires, licensees and/or assignees
which auditor deems necessary or desirable for the purpose of making such audit.
If such audit discloses that Gross Sales as previously reported for the period
audited were understated, R of M shall immediately pay to FT, CT and TD the
additional Percentage Rent due for the period audited. Further, if such
understatement was in excess of three percent (3%) of actual Gross Sales as
disclosed by such audit, R of M shall immediately pay to FT, CT and TD the cost
of such audit.

         10. The waiver by either party of a breach of any provision of this
Agreement shall not operate as or be construed a waiver of any subsequent breach
thereof.

         11. Every provision of this Agreement is intended to be severable, and
if any term or provision of this Agreement shall be invalid, illegal or
unenforceable for any reason whatsoever, the validity, legality and
unenforceability of the remaining provisions hereof shall not in any way be
affected or impaired thereby.

         12. Notwithstanding anything to the contrary contained in this
Agreement, this Agreement shall only become effective upon the occurrence of the
Closing under the ASPA. In the event the Closing under the ASPA shall not occur
for any reason whatsoever, this Agreement shall be deemed null and void and of
no force or effect, and neither party shall have any obligation to the other
hereunder.

         In witness whereof the parties hereto have executed this agreement the
day and year first above written.

                                    RATTLESNAKE HOLDING CORP.

-------------------------------     BY
Frank Tumminello                      ---------------------------------

/s/ Charles Tumminello              Rattlesnake of Milford, Inc.
------------------------------
Charles Tumminello

                                    BY
--------------------------            ---------------------------------
Thomas E. Dunn

<PAGE>   7
                                   SCHEDULE 1
                                   ----------

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1922, AS AMENDED
(THE "ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED I 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.

                       THE TRANSFERABILITY OF THIS WARRANT
                     IS RESTRICTED AS PROVIDED IN SECTION 2

Warrant No.14                                                     July   , 1996

                      THE RATTLESNAKE HOLDING COMPANY, INC.
                          COMMON STOCK PURCHASE WARRANT

         For good and valuable consideration, the receipt of which is hereby
acknowledge by THE RATTLESNAKE HOLDING COMPANY, INC., a Delaware corporation
(the "Company"), Is hereby granted the right to purchase, at any time from the
date hereof until 5:00 P.M., New York City time, on July , 2001 up to 100,000
paid and non-assessable shares of the Company's Common Stock, $.001 par value
per share ("Common Stock").

         This warrant is exercisable at a par share price of 133% of prior 5 day
average "bid" price prior to closing under the assets sale/---agreement (the
"Exercise Price") payable in cash or by certified or official bank check in New
York Clearing House funds, subject to adjustment as provided in Section 1
hereof. Upon surrender of this Warrant with the annexed Subscription Form duly
executed, together with payment of the Exercise Price for the shares of Common
Stock purchased at the Company's principal executive offices ) presently located
at 3 Stanford Landing - Suite 130, Stanford, Connecticut 08902) the registered
holder of the Warrant )"holder") shall be entitled to receive a certificate or
certificates for the shares of Common Stock so purchased.

         1.       Exercise of Warrant.
                  --------------------

         1.1 The purchase rights represented by this Warrant are exercisable at
the option of the holder hereof, in whole or in part (but not as to fractional
shares of the Common Stock) during any period in which this Warrant may be
exercised as set forth above. In the case of the purchase of less than all the
shares of Common Stock purchasable under this Warrant, the Company shall cancel
this Warrant upon the surrender thereof and shall execute and deliver a new
Warrant of like tenor for the balance of the shares of Common Stock purchasable
hereunder.

         1.2 The issuance of certificates for shares of Common Stock upon the
exercise of this Warrant shall be made without charge to the holder hereof
including, without limitation, any tax which may be payable in respect of the
issuance thereof, and such certificates shall be issued in


<PAGE>   8



the name of, or in such names as may be directed by, the holder hereof;
provided, however, that the company shall not be required to pay any tax which
may be payable in respect of any transfer involved in the issuances and delivery
of such certificates in a name other than that of the holder and the company
shall not be required to issue or deliver such certificates unless or until the
person or persons requesting the issuance thereof shall have paid to the Company
the amount of such tax or shall have established to the satisfaction of the
company that such tax has been paid.

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

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

         1.5 The Company covenants that it will at all times reserve and keep
available out of its authorized Common Stock, solely for the purpose of issuance
upon exercise of this Warrant as herein provided, such number of shares of
Common Stock as shall than be issuable upon the exercise of this Warrant. The
Company covenants that all shares of Common Stock which shall be so issuable
shall be duly and validly issued an fully-paid and non-assessable.

         2.       Restrictions on Transfer.
                  -------------------------

         The holder acknowledges that he has been advised by the Company that
this Warrant and the shares of Common Stock (the "Warrant Shares") issuable upon
exercise thereof (collectively the "Securities") have not been registered under
the Securities Act of 1933, as amended (the "Securities Act"), that the Warrant
is being issued, and the shares issuable upon exercises of the Warrant will be
issued, on the basis of the statutory exemption provided by section 4(2) of the
Securities Act relating to transactions by an issuer not involving any public
offering, and that the


<PAGE>   9



Company's reliance upon this statutory exemption is based in part upon the
representations made by the holder contained herein. The holder acknowledges
that he has been informed by the Company of, or is otherwise familiar with, the
nature of the limitations imposed by the Securities Act and the rules and
regulations thereunder on the transfer of securities. In particular, the holder
agrees that no sales, assignment or transfer of the Securities shall be valid or
effective, and the Company shall not be reguired to give any effect to any such
sales, assignment or transfer, unless (i) the sale, assignment or transfer of
the Securities is registered under the Securities Act, and the Company has no
olbigations or intention to so register the Securities except as may otherwise
be provided herein, or (ii) the Securiites are sold, asigned or transferred in
accordance with all the requirements and limitations of Rule 144 under the
Securities Act or such sale, assignment, or transfer is otherwise exempt from
registration under the Securities Act. The holder represnets and warrants that
he has acquired this Warrant and will acquire the Securities for his own account
for investment and not with a view to the sale or distribution thereof or the
granting of any paticipation therein, and that he has no present intention of
distributing or selling to others any of such interest or granting any
participation therein. The holder acknowledges that the securities shall bear
the following legend:

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

         3.       Registration Rights.
                  --------------------

         3.1 (A) The Company shall advise the holder of this Warrant or of the
Warrant Shares or any than holder of Warrants or Warrant Shares (such persons
being collectively referred to herein as "holders") by written notice at least
four weeks prior to the filing of any registration statement under the
Securities Act of 1933 (the "Act") covering securities of the Company, except on
Forms S-4 or S-8, and upon the request of any such holder within ten days after
the date of such invoice, include in any such registration statement such
information as may be required to permit a public offering of the Warrant
Shares. The Company shall supply prospectuses and other documents as the holder
may reasonably request in order to facilitate the public sale or other
disposition of the Warrant Shares, qualify the Warrant Shares for sale in such
states as any such holder reasonably designates and do any and all other acts
and things which may be necessary or desirable to enable such Holders to
consummate the public sale or other disposition of the Warrant Shares, and
furnish indemnification in the manner as set forth in Subsection 3.2 of this
Section 3. Such holders shall furnish information and indemnification as set
forth in Subsection 3.2 of this Section 3. For the purpose of the foregoing,
inclusion of the Warrant Shares in a Registration Statement pursuant to this
sup-paragraph 3.1 under a condition that the offer and/or sale of such Warrant
Shares not commence until a date not to exceed 90 days from the effective date
of such registration statement shall be deemed to be in compliance with the
sub-paragraph 3.1.


<PAGE>   10



                  (B) (I) If the Company shall have not filed a registration
statement subject to Section 3.1 (A) prior to August 1, 1998, the holders of the
Warrants and/or Warrant Shares representing a "Majority", as defined below,
shall have the right exercisable by written notice to the Company, to have the
Company prepare and file with the Commission, on one occasion, a registration
statement and such other documents, including a prospectus, as may be necessary
in the opinion of both counsel for the Company and counsel for the Underwriter
and such holders, in order to comply with the provisions of the Act, so as to
permit a public offering and sale of their respective Warrant Shares for nine(9)
consecutive months by such holders and any other holders of the Warrants and/or
Warrant Shares who notify the Company within ten(10) days after receiving notice
from the Company of such request.

                           (ii) The Company covenants and agrees to give 
written notice of any registration request under this Section 3.1(b) by any
holder or holders to all other registered holders of the Warrants and the
Warrant Shares within ten (10) days from the date of the receipt of any such
registration request.

                                    (iii) For purposes of this Warrant, the 
term  "Majority" in reference to the holders of Warrants or Warrant Shares,
shall mean in excess of fifty percent (50%) of the then outstanding Warrants or
Warrant Shares that (I) are not held by the Company, an affiliate, officer or
agent thereof or any of their respective affiliates, member of their family,
persons acting as nominees or in conjunction therewith or (ii) have not been
resold to the public pursuant to a registration statement filed with the
Commission under the Act.

         3.2 The following provisions of this Section 3 shall also be applicable
to the exercise of the registration rights granted under this Section 3.1:

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

                  (B) The Company shall bear the entire cost and expense of any
registration of securities initiated by it under Subsection 3.1 of this Section
3 notwithstanding that Warrant Shares subject to this Warrant may be included in
any such registration. Any holder whose Warrant Shares are included in any such
registration statement pursuant to this section 3 shall, however, bear the fees
of his own counsel and any registration fees, transfer taxes or underwriting
discounts or commissions applicable to the Warrant Shares sold by him pursuant
thereto.


<PAGE>   11



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

                  4.       Miscellaneous
                           -------------

                  4.1 All the covanants and agreements made by the Company in
this warrant shall bind its successors and assigns.

                  4.2 No recourse shall be had for any claim based hereon or
otherwise in any manor in respect hereof, against any incorporator, stockholder,
officer or director, past, present or future, of the Company or of any
predecessor corporation, whether by virtue of any constitutional provision or
statute or rule of law, or by the enforcement of any agreement or penalty or in
any other manner, all such liability being expressly waived and released by the
acceptance hereof and as part of the consideration of the issue hereof.

                  4.3 No course of dealing between the Company and the holder
hereof shall operate as a waive of any right of any holder hereof, and no delay
on the pat of the holder in exercising any right hereunder shall so operate.

                  4.4 The Warrant may be amended only by a written instrument
executed by the Company and the holder hereof. Any amendment shall be endorsed
upon this Warrant, and all future holders shall be bound thereby.

                  4.5 All communications provided for herein shall be sent,
except as may be otherwise specifically provided, by registered or certified
mail, if to the holder of this Warrant, to


<PAGE>   12



the address shown on the books of the Company, and if to the Company, to 3
Stanford Landing, Suite 130, Stanford, Connecticut 06902, attention: Office of
the President, or such other address as the Company may advise the holder of
this Warrant in writing. Notices shall be deemed given when mailed.

                  4.6 The provisions of this Warrant shall in all respects be
constructed according to, and the rights and liabilities of the parties hereto
shall in all respects be governed by, the laws of the State of Delaware. This
Warrant shall be deemed a contract made under the laws of the State of Delaware
and the validity of this Warrant all rights and liabilities hereunder shall be
determined under the laws of said state.

                  4.7 The headings of the Sections of this Warrant are inserted
for convenience only and shall not be deemed to constitute a part of this
Warrant.

                  IN WITNESS WHEREOF, THE RATTLESNAKE HOLDING COMPANY,
INC., has caused this Warrant to be executed in its corporate name by its
officer, and its seal to be affixed hereto.

Dated:            October   , 1996
                  Stanford, Connecticut

                                         THE RATTLESNAKE HOLDING COMPANY, INC.

                                          By:
                                             ---------------------------------
                                                 William J. Opper
                                                 Chairman of the Board


<PAGE>   13





SUBSCRIPTION FORM

TO:      THE RATTLESNAKE HOLDING COMPANY, INC.
         3 Stanford Landing
         Suite 130
         Stanford, CT   06902

         The undersigned holder hereby irrevocably elects to exercise the right
to purchase Shares of common stock covered by this Warrant according to the
conditions hereof and herewith makes full payment of the Exercise price of such
shares.

         Kindly deliver to the undersigned a certificate representing the
Shares.

                            INSTRUCTIONS FOR DELIVERY

Name:
     ----------------------------------------------------------------
                  (please typewrite or print in block letters)

Address:
        -------------------------------------------------------------

Dated:
      ----------------------------
                                    Signature:
                                              -----------------------

<PAGE>   14



SUBSCRIPTION FORM

TO:      THE RATTLESNAKE HOLDING COMPANY, INC.
         3 Stanford Landing
         Suite 130
         Stanford, CT   06902

         The undersigned holder hereby irrevocably elects to exercise the right
to purchase Shares of common stock covered by this Warrant according to the
conditions hereof and herewith makes full payment of the Exercise price of such
shares.

         Kindly deliver to the undersigned a certificate representing the
Shares.


                            INSTRUCTIONS FOR DELIVERY

Name:
     ----------------------------------------------------------------
                  (please typewrite or print in block letters)

Address:
        -------------------------------------------------------------

Dated:
      ----------------------------
                                    Signature:
                                              -----------------------