WARRANT
                            TO PURCHASE COMMON STOCK
                                       OF
                      THE RATTLESNAKE HOLDING COMPANY, INC.



     THE  SECURITIES  REPRESENTED  BY THIS  INSTRUMENT  HAVE BEEN  ACQUIRED  FOR
INVESTMENT  AND HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR UNDER ANY APPLICABLE STATE STATUTES. SUCH SECURITIES MAY
NOT BE SOLD, TRANSFERRED,  PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT RELATING TO SUCH DISPOSITION OR
AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER OR
AN OPINION OF COUNSEL  SATISFACTORY TO THE COMPANY THAT THE SECURITIES MAY BE SO
DISPOSED OF WITHOUT BEING REGISTERED.

                        Warrant to Purchase 50,000 Shares
                                 of Common Stock

     This is to Certify that, FOR VALUE RECEIVED,  COMMONWEALTH  ASSOCIATES,  or
assigns ("Holder"),  is entitled to purchase,  subject to the provisions of this
Warrant, from THE RATTLESNAKE HOLDING COMPANY, INC., a Delaware corporation (the
"Company")  50,000 fully paid,  validly  issued,  and  non-assessable  shares of
Common Stock,  par value $.001 per share, of the Company ("Common Stock") at any
time or from time to time  during the period  from May 21,  1999 until 5:00 p.m.
New York City time on May 21, 2004 (the "Termination Date") at an exercise price
of $0.05 per share. The number of shares of Common Stock to be received upon the
exercise of this Warrant and the price to be paid for each share of Common Stock
underlying  this Warrant may be adjusted  from time to time as  hereinafter  set
forth. The shares of Common Stock deliverable upon exercise of this Warrant, and
as adjusted from time to time, are hereinafter sometimes referred to as "Warrant
Shares" and the exercise  price of a share of Common Stock in effect at any time
and as adjusted from time to time is  hereinafter  sometimes  referred to as the
"Exercise Price."

     (a) EXERCISE OF WARRANT.  This Warrant may be exercised in whole or in part
at any time or from time to time on or after issuance and until the  Termination
Date; provided, however, that if such day is a day on which banking institutions
in the  State of New  York  are  authorized  by law to  close,  then on the next
succeeding  day which shall not be such a day.  This Warrant may be exercised by
presentation and surrender hereof to the Company at its principal office, or, at
the Company's  option,  at the office of its stock transfer  agent, if any, with
the Purchase Form annexed hereto duly executed and accompanied by payment of the
Exercise Price for the number of Warrant Shares  specified in such form. As soon
as  practicable  after each such  exercise of the  Warrants,  but not later than
seven (7) days  from the date of such  exercise,  the  Company  shall  issue and
deliver  to the Holder a  certificate  or  certificate  for the  Warrant  Shares
issuable  upon  such  exercise,  registered  in the  name of the  Holder  or its
designee.  If this Warrant  should be exercised in part only, the Company shall,
upon  surrender  of this  Warrant  for  cancellation,  execute and deliver a new
Warrant  evidencing  the rights of the Holder thereof to purchase the balance of
the Warrant Shares  purchasable  hereunder.  Upon receipt by the Company of this
Warrant at its  office,  or by the stock  transfer  agent of the  Company at its
office, in proper form for exercise, the Holder shall be deemed to be the holder
of record of the Warrant  Shares  issuable upon such  exercise,  notwithstanding
that the  stock  transfer  books of the  Company  shall  then be  closed or that
certificates  representing  such  Warrant  Shares  shall not then be  physically
delivered to the Holder.

<PAGE>

     (b)  RESERVATION  OF SHARES.  The  Company  shall at all times  reserve for
issuance  and/or delivery upon exercise of this Warrant such number of shares of
its Common Stock as shall be required for issuance and delivery upon exercise of
the Warrants.

     (c)  FRACTIONAL   SHARES.  No  fractional  shares  or  scrip   representing
fractional  shares  shall be issued  upon the  exercise  of this  Warrant.  With
respect to any  fraction of a share  called for upon any  exercise  hereof,  the
Company  shall  pay to the  Holder  an  amount  in cash  equal to such  fraction
multiplied by the current market value of a share, determined as follows:

     (1) If the Common  Stock is listed on a  National  Securities  Exchange  or
admitted to unlisted  trading  privileges on such exchange or listed for trading
on the NASDAQ  system,  the current market value shall be the last reported sale
price of the Common  Stock on such  exchange or system on the last  business day
prior to the date of exercise of this Warrant or if no such sale is made on such
day, the average  closing bid and asked prices for such day on such  exchange or
system; or

     (2) If the Common  Stock is not so listed or admitted  to unlisted  trading
privileges,  the current market value shall be the mean of the last reported bid
and lowest asked prices reported by the National  Quotation Bureau,  Inc. on the
last business day prior to the date of the exercise of this Warrant; or

     (3) If the Common  Stock is not so listed or admitted  to unlisted  trading
privileges  and bid and asked  prices are not so  reported,  the current  market
value shall be an amount,  not less than book value thereof as at the end of the
most recent fiscal year of the Company  ending prior to the date of the exercise
of the Warrant, determined in such reasonable manner as may be prescribed by the
Board of Directors of the Company.

     (d)  EXCHANGE,  TRANSFER,  ASSIGNMENT  OR LOSS OF WARRANT.  This Warrant is
exchangeable and  transferable,  without  expense,  at the option of the Holder,
upon  presentation  and  surrender  hereof to the Company  or, at the  Company's
option, at the office of its stock transfer agent, if any, for other Warrants of
different  denominations  entitling  the  holder  thereof  to  purchase  in  the
aggregate the same number of shares of Common Stock purchasable hereunder.  Upon
surrender  of this  Warrant  to the  Company at its  principal  office or at the
office of its stock transfer  agent,  if any, with the  Assignment  Form annexed
hereto duly  executed and funds  sufficient to pay any transfer tax, the Company
shall,  without  charge,  execute  and  deliver a new Warrant in the name of the
assignee named in such  instrument of assignment and this Warrant shall promptly
be canceled.  This Warrant may be divided or combined with other  Warrants which
carry the same rights upon  presentation  hereof at the principal  office of the
Company or at the office of its stock transfer  agent,  if any,  together with a
written notice  specifying the names and denominations in which new Warrants are
to be issued and signed by the Holder hereof.  The term "Warrant" as used herein
includes any Warrants into which this Warrant may be divided or exchanged.  Upon
receipt  by the  Company  of  evidence  satisfactory  to it of the loss,  theft,
destruction  or mutilation of this Warrant,  and (in the case of loss,  theft or
destruction) of reasonably satisfactory indemnification,  and upon surrender and
cancellation of this Warrant, if mutilated, the Company will execute and deliver
a new  Warrant  of like  tenor  and  date.  Any such new  Warrant  executed  and
delivered shall constitute an additional  contractual  obligation on the part of
the  Company,  whether  or not this  Warrant  so  lost,  stolen,  destroyed,  or
mutilated shall be at any time enforceable by anyone.

<PAGE>

     (e) RIGHTS OF THE  HOLDER.  The  Holder  shall not,  by virtue  hereof,  be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those  expressed  in the Warrant and
are not enforceable against the Company except to the extent set forth herein.

     (f) ANTI-DILUTION PROVISIONS.  The Exercise Price in effect at any time and
the number and kind of securities  purchasable upon the exercise of the Warrants
shall be subject to  adjustment  from time to time upon the happening of certain
events as follows:

     (1) In case the Company shall (i) declare a dividend or make a distribution
on its  outstanding  shares of Common  Stock in  shares  of Common  Stock,  (ii)
subdivide or reclassify  its  outstanding  shares of Common Stock into a greater
number of shares,  or (iii)  combine or  reclassify  its  outstanding  shares of
Common Stock into a smaller number of shares, the Exercise Price of the Warrants
in effect at the time of the record date for such dividend or distribution or of
the effective date of such subdivision, combination or reclassification shall be
proportionately adjusted so that the Holder of this Warrant exercised after such
date,  shall be  entitled  to receive  the  aggregate  number and kind of shares
which,  if this Warrant had been exercised by such Holder  immediately  prior to
such date,  the Holder would have owned upon such  exercise and been entitled to
receive  upon  such   dividend,   distribution,   subdivision,   combination  or
reclassification.

     (2) In case the Company  shall  hereafter  distribute to the holders of its
Common Stock evidences of its  indebtedness or assets  (excluding cash dividends
or distributions  and dividends or  distributions  referred to in Subsection (1)
above) or subscription  rights or warrants,  then in each such case the Exercise
Price in effect thereafter shall be determined by multiplying the Exercise Price
in effect immediately prior thereto by a fraction,  the numerator of which shall
be the total  number of shares of Common  Stock  outstanding  multiplied  by the
current  market  price per share of Common Stock (as defined in  Subsection  (5)
below),  less the fair market value (as  determined  by the  Company's  Board of
Directors) of said assets or evidences of indebtedness so distributed or of such
rights or warrants,  and the  denominator  of which shall be the total number of
shares of Common Stock  outstanding  multiplied by such current market price per
share of Common Stock. Such adjustment shall be made successively  whenever such
a  record  date is  fixed.  Such  adjustment  shall  be made  whenever  any such
distribution  is made and shall become  effective  immediately  after the record
date  for  the   determination   of   shareholders   entitled  to  receive  such
distribution.

     (3) In case of any consolidation with or merger of the Company with or into
another  corporation,  or in case of any sale,  lease or  conveyance  to another
corporation  of the assets of the  Company as an entity or  substantially  as an
entity, this Warrant shall after the date of such consolidation,  merger,  sale,
lease or  conveyance be  exercisable  for the number of shares of stock or other
securities or property  (including  cash) to which the Common Stock issuable (at
the time of such consolidation, merger, sale, lease or conveyance) upon exercise
of this Warrant would have been entitled upon such consolidation,  merger, sale,
lease or  conveyance;  and in any such case, if necessary,  the  provisions  set
forth herein with respect to the rights and interests  thereafter of the holders
of the  Warrants  shall be  appropriately  adjusted so as to be  applicable,  as
nearly as may  reasonably  be, to any  shares  of stock or other  securities  or
property thereafter deliverable on the exercise of this Warrant.

<PAGE>

     (4) Whenever the Exercise  Price  payable upon  exercise of each Warrant is
adjusted  pursuant to  Subsections  (1) and/or (2) above,  the number of Warrant
Shares  purchasable  upon  exercise  of this  Warrant  shall  simultaneously  be
adjusted by  multiplying  the number of Warrant Shares  initially  issuable upon
exercise of this Warrant by the Exercise  Price in effect on the date hereof and
dividing the product so obtained by the Exercise Price, as adjusted.

     (5) For the purpose of any  computation  under  Subsection  (2) above,  the
current market price per share of Common Stock at any date shall be deemed to be
the average of the daily closing prices for 20 consecutive  business days before
such date.  The  closing  price for each day shall be the last sale price or, in
case no such  reported  sale takes  place on such day,  the  average of the last
reported  bid  and  asked  prices,  in  either  case on the  principal  national
securities  exchange on which the Common Stock is admitted to trading or listed,
or if not listed or  admitted  to trading on such  exchange,  the average of the
highest reported bid and lowest reported asked prices as reported by NASDAQ,  or
other similar organization if NASDAQ is no longer reporting such information, or
if not so  available,  the fair  market  price  as  determined  by the  Board of
Directors.

     (6) No  adjustment  in the  Exercise  Price shall be  required  unless such
adjustment would require an increase or decrease of at least two cents ($.02) in
such price;  provided,  however,  that any  adjustments  which by reason of this
Subsection  (6) are not  required to be made shall be carried  forward and taken
into account in any subsequent  adjustment  required to be made  hereunder.  All
calculations  under this Section (f) shall be made to the nearest cent or to the
nearest  one-hundredth  of a share, as the case may be. Anything in this Section
(f) to the contrary  notwithstanding,  the Company shall be entitled,  but shall
not be  required,  to make such changes in the  Exercise  Price,  in addition to
those  required  by  this  Section  (f),  as it  shall  determine,  in its  sole
discretion, to be advisable in order that any dividend or distribution in shares
of Common Stock, or any subdivision,  reclassification  or combination of Common
Stock,  hereafter made by the Company shall not result in any Federal Income tax
liability to the holders of Common Stock or securities  convertible  into Common
Stock (including the Warrants).

     (7) In the  event  that at any  time,  as a result  of an  adjustment  made
pursuant to Subsection (1) above,  the Holder of this Warrant  thereafter  shall
become  entitled to receive any shares of the Company,  other than Common Stock,
thereafter  the number of such other shares so receivable  upon exercise of this
Warrant  shall be  subject  to  adjustment  from time to time in a manner and on
terms as nearly  equivalent as practicable to the provisions with respect to the
Common Stock contained in Subsections (1) to (6), inclusive above.

     (8)  Irrespective of any adjustments in the Exercise Price or the number or
kind of shares purchasable upon exercise of this Warrant,  Warrant  Certificates
theretofore or thereafter issued upon exchange,  transfer,  assignment,  loss of
certificate  or upon exercise in part may continue to express the same price and
number and kind of shares as were  stated in the Warrant  Certificates  when the
same were originally issued.

<PAGE>

     (g) OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be adjusted as
required by the provisions of the foregoing Section, the Company shall forthwith
file in the custody of its Secretary or an Assistant  Secretary at its principal
office and with the stock transfer agent  responsible for this Warrant,  if any,
an officer's  certificate  showing the adjusted  Exercise  Price  determined  as
herein  provided,  setting forth in reasonable  detail the facts  requiring such
adjustment,  including a statement of the number of additional  shares of Common
Stock, if any, and such other facts as shall be necessary to show the reason for
and the manner of computing such  adjustment.  Each such  officer's  certificate
shall be made available at all reasonable  times for inspection by the Holder or
any holder of a Warrant  executed and delivered  pursuant to Section (a) and the
Company shall,  forthwith after each such  adjustment,  mail a copy by certified
mail of such certificate to the Holder or any such holder.

     (h)  NOTICES  TO  WARRANT  HOLDERS.  So  long  as  this  Warrant  shall  be
outstanding,  (i) if the Company shall pay any dividend or make any distribution
upon the Common  Stock or (ii) if the Company  shall offer to all of the holders
of Common Stock for  subscription  or purchase by them any share of any class or
any  other  rights  or  (iii)  if any  capital  reorganization  of the  Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation,  sale, lease or transfer of all or
substantially  all  of  the  property  and  assets  of the  Company  to  another
corporation, or voluntary or involuntary dissolution,  liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be mailed by certified  mail to the Holder,  at least ten days prior the date
specified in (A) or (B) below,  as the case may be, a notice  containing a brief
description of the proposed action and stating the date on which (A) a record is
to be taken for the purpose of such  dividend,  distribution  or rights,  or (B)
such  reorganization,  reclassification,  consolidation,  merger, sale, lease or
transfer, dissolution,  liquidation or winding up is to take place and the date,
if any is to be  fixed,  as of  which  the  holders  of  Common  Stock  or other
securities   shall  receive  cash  or  other  property   deliverable  upon  such
reorganization,   reclassification,   consolidation,   merger,  sale,  lease  or
transfer, dissolution, liquidation or winding up.

     (i) AMENDMENT;  WAIVER OF PROVISIONS. This Warrant may not be amended by or
compliance  with any  provision  hereof  waived  without the written  consent of
holders of the majority of the Warrants and/or Warrant Shares.

                                          THE RATTLESNAKE HOLDING COMPANY, INC.


                                       By:___________________________________
<PAGE>


                RE: THE RATTLESNAKE HOLDING COMPANY, INC. WARRANT

                                  PURCHASE FORM

                                              Dated __________________________

     The undersigned hereby irrevocably elects to exercise the within Warrant to
the                    extent                   of                    purchasing
________________________________________________________  shares of Common Stock
and hereby makes and delivers payment of  __________________________________  in
payment of the actual exercise price thereof.


                     INSTRUCTIONS FOR REGISTRATION OF STOCK


Name________________________________________________________________________
                  (Please typewrite or print in block letters)

Address ____________________________________________________________________


                Signature __________________________________________________



                                 ASSIGNMENT FORM


     FOR VALUE  RECEIVED,  _____________________________________  hereby  sells,
assigns and transfers unto


Name_________________________________________________________________________
                  (Please typewrite or print in block letters)

Address_______________________________________________________________________

the right to  purchase  Common  Stock  represented  by this  Warrant to the
extent of  ____________  shares as to which such right is  exercisable  and does
hereby           irrevocably           constitute           and          appoint
___________________________________________________  Attorney,  to transfer  the
same on the  books  of the  Company  with  full  power  of  substitution  in the
premises.


Date _______________,               Signature  ___________________________