This Warrant has not been  registered  under the Securities Act of 1933, as
amended (the "1933 Act"). The Warrant has been acquired for investment  purposes
only  and not  with a view  to  distribution  or  resale,  and may not be  sold,
transferred,  made  subject to a security  interest,  pledged,  hypothecated  or
otherwise  disposed  of unless and until  registered  under the 1933 Act,  or an
opinion of counsel for the company is received that registration is not required
under such 1933 Act.


No.BW-1
                          COMMON STOCK PURCHASE WARRANT

                      THE RATTLESNAKE HOLDING COMPANY, INC.
                            (A Delaware Corporation)

                               As of June 28, 1998


                  This certifies that, for value received,

                           Commonwealth Associates, Inc.
                           830 Third Avenue
                           New York, NY 10022

(the "Warrantholder") is entitled to purchase the Shares (as defined below)
from  THE  RATTLESNAKE  HOLDING  COMPANY,  INC.,  a  Delaware  corporation  (the
"Company"),  at any time  after 9:00  A.M.,  New York time,  on June 1, 1998 and
ending on May 31, 2003 (the "Exercise  Period"). The  Warrantholder is entitled
to purchase that number of whole shares  ("Shares")  of authorized  but unissued
common stock of the Company, par value $.001 per share ("Common Stock") which is
computed by dividing the Warrant  Amount by the Warrant Price (as such terms are
defined in Section 6). The Warrant Price is subject to  adjustment  from time to
time as set in Section 7.

     This Warrant  does not entitle the  Warrantholder,  as such,  to any of the
rights of a stockholder of the Company.

     SECTION 1. Transferability of Warrant.

     1.1  Registration.  This Warrant shall be numbered and shall be registered
on the books of the Company when issued.

     1.2 Transfer. This Warrant shall be transferable  only on the books of the
Company  maintained at its principal office,  upon surrender to the Company,  at
its principal  office of this  Warrant,  together with the transfer form annexed
hereto duly filled in and signed. Upon  registration  of transfer,  the Company
shall issue a new Warrant of like tenor to the named transferee.

     1.3  Limitations on Transfer of Warrant. This Warrant shall be transferred
only in compliance with applicable  securities laws as applied by counsel to the
Company

     1.4 Legend on  Securities.  Each  certificate  for securities  issued upon
exercise of this Warrant shall bear appropriate restrictive legends thereon.

     1.5 Registration. The Company covenants and agrees as follows. In the event
the Company  shall at any time during the period of four (4) years from the date
hereof,  seek to register any of its securities (on its behalf or on behalf of a
selling stockholder),  under the Securities Act of 1933, as amended (the "Act"),
on each such occasion, it shall furnish each Holder of Warrants or person owning
Shares which are restricted  securities  with at least thirty (30) days' written
notice thereof and each Holder and person shall have the right,  without cost or
expense,  to include  such Shares in such  registration  statement.  The Holders
shall exercise the  "piggy-back  rights" by giving written notice to the Company
within twenty (20) days of receipt of the written  notice from the Company.  The
above is subject to the reasonable  approval of any  underwriter for the Company
involved with such registration statement.
<PAGE>

     SECTION 2. Exercise of Warrants.

     2.1 Payment.  Subject to the terms of this Warrant, the Warrantholder shall
have the right,  at any time during the Exercise  Period,  to purchase  from the
Company up to the number of whole Shares which the Warrantholder may at the time
be entitled to purchase pursuant to this Warrant, upon surrender to the Company,
at its  principal  office,  of this  Warrant,  together  with the exercise  form
annexed hereto duly filled in and signed, and upon payment to the Company of the
Warrant Price (as defined in and determined in accordance with the provisions of
Sections  6 and 7  hereof),  for the  number of Shares in  respect of which such
Warrant is then exercised. Payment of the aggregate Warrant Price shall be made
in cash or by certified or cashiers check payable to the Company.

     2.2 Partial  Exercise. If the  Warrantholder  does not fully exercise this
Warrant,  then a Warrant  of like tenor to this  Warrant  shall be issued to the
Warrantholder, except that the Warrant Amount set forth in the new Warrant shall
be reduced by the amount of the  aggregate  Warrant Price paid upon such partial
exercise.

     2.3 Issuance of Shares.  Upon such  surrender of the Warrant and payment of
such  Warrant  Price as  aforesaid,  the  Company  shall  issue  and cause to be
delivered to the  Warrantholder,  within 10 days  thereafter,  a certificate  or
certificates for the number of full Shares so purchased upon the exercise of the
Warrant issued in the name of the  Warrantholder,  together with cash in respect
of any fractional  Shares as set forth herein. Such certificate or certificates
shall be deemed to have been  issued  and any person so  designated  to be named
therein  shall be deemed to have  become a holder of record of such Shares as of
the date of the  surrender of the Warrant and payment of the Warrant  Price,  as
aforesaid,  notwithstanding that the certificates  representing the Shares shall
not actually have been delivered or that the stock transfer books of the Company
shall then be closed.

     2.4 Fractional  Share. If upon the conversion of all of the Warrant Amount,
the computation  results in a fraction of a Share,  such Fractional  Share shall
not  be  issued,  but  the  Company  shall  instead  pay a sum  in  cash  to the
Warrantholder  equal to such fraction  multiplied by the Current Market Price as
defined in Section 7.2.

     SECTION 3.  Payment of Taxes.  The Company will pay all  documentary  stamp
taxes, if any,  attributable to the issuance of the Shares,  provided,  however,
that the  Company  shall not be  required  to pay any tax or taxes  which may be
payable in respect of any transfer of this Warrant or the Shares.

     SECTION 4.  Mutilated or Missing  Warrant.  In case this  Warrant  shall be
mutilated,  lost, stolen or destroyed,  the Company shall, at the request of the
Warrantholder,  issue in exchange and substitution for, and upon cancellation of
the mutilated  Warrant,  or in lieu of and in substitution for the lost, stolen,
or  destroyed  Warrant,  a new Warrant of like tenor,  but only upon  receipt of
evidence  satisfactory to the Company of such loss, theft or destruction of such
Warrant and receipt of an indemnity agreement satisfactory in form and amount at
the  Warrantholder's  cost. Such Warrantholder shall also comply with such other
reasonable  regulations and pay such other reasonable charges as the Company may
prescribe.

     SECTION 5.  Reservation of Common Stock. There has been reserved,  and the
Company shall at all times keep  reserved so long as any of the Warrants  remain
outstanding, out of its authorized Common Stock, such number of shares of Common
Stock as shall be subject to purchase under the Warrants.  Every transfer agent
for the Common  Stock and other  securities  of the  Company  issuable  upon the
exercise of the  Warrants  will be  irrevocable  authorized  and directed at all
times to reserve such number of authorized  shares and other securities as shall
be requisite for such purpose.

<PAGE>




     SECTION 6. Warrant Amount; Warrant Price.

     (a) The term "Warrant Amount" shall mean $37,500

     (b) The term "Warrant Price" shall mean five cents ($.05).


     SECTION 7. Adjustment of Warrant Price.

     7.1 Adjustment. The Warrant Price shall be subject to adjustment from time
to time as follows:

     (i) If the  Company  shall at any time or from time to time  after the date
hereof,  issue  any  shares  of  Common  Stock  other  than  Excluded  Stock (as
hereinafter defined) without consideration or for a consideration per share less
than the  Warrant  Price in effect  immediately  prior to the  issuance  of such
Common Stock ("Subject Issuance"), the Warrant Price in effect immediately prior
to each such issuance shall forthwith (except as provided in this clause (i)) be
adjusted to a price equal to the quotient obtained by dividing:

     (A) an amount equal to the sum of

     (x) the total number of shares of Common Stock  outstanding  (including any
shares of Common Stock deemed to have been issued pursuant to subdivision (3) of
this  clause (i) and to clause (ii) below)  multiplied  by the Warrant  Price in
effect immediately prior to such issuance, plus

     (y) the consideration received by the Company upon the Subject Issuance,

     by

     (B) the total number of shares of Common Stock  outstanding  (including any
shares of Common Stock deemed to have been issued pursuant to subdivision (3) of
this clause (i) and to clause (ii) below) immediately after such issuance.

     For the purposes of any  adjustment of the Warrant  Price  pursuant to this
clause (i), the following provisions shall be applicable:

     (1) In the case of the issuance of Common Stock for cash, the consideration
shall be deemed to be the amount of cash paid therefor after deducting therefrom
any discounts,  commissions or other expenses  allowed,  paid or incurred by the
Company for any  underwriting  or otherwise in  connection  with the issuance of
sale thereof.

     (2) In the case of the  issuance  of Common  Stock for a  consideration  in
whole or in part  other than cash,  the  consideration  other than cash shall be
deemed to be the fair market value  thereof as  determined  in good faith by the
Board of Directors, irrespective of any accounting treatment.

     (3) In the case of the  issuance  of (x)  options to  purchase or rights to
subscribe for Common Stock,  (y) securities by their terms  convertible  into or
exchangeable  for Common Stock or (z) options to purchase or rights to subscribe
for such convertible or exchangeable securities:

     (A) the aggregate maximum number of shares of Common Stock deliverable upon
exercise of such  options to purchase or rights to  subscribe  for Common  Stock
shall be deemed to have been  issued  at the time such  options  or rights  were
issued and for a  consideration  equal to the  consideration  (determined in the
manner  provided in  subdivisions  (1) and (2) above),  if any,  received by the
Company upon the  issuance of such  options or rights plus the minimum  purchase
price provided in such options or rights for the Common Stock covered thereby;

<PAGE>

     (B) the aggregate maximum number of shares of Common Stock deliverable upon
conversion of or in exchange for any such convertible or exchangeable securities
or upon the  exercise  of options to purchase  or rights to  subscribe  for such
convertible or  exchangeable  securities  and subsequent  conversion or exchange
thereof  shall be deemed to have been  issued at the time such  securities  were
issued or such  options or rights were issued and for a  consideration  equal to
the  consideration  received by the Company for any such  securities and related
options or rights (excluding any cash received on account of accrued interest or
accrued dividends), plus the additional consideration, if any, to be received by
the Company upon the  conversion or exchange of such  securities or the exercise
of any  related  options  or  rights  (the  consideration  in  each  case  to be
determined in the manner provided in subdivisions (1) and (2) above);

     (C) on any change in the number of shares of Common Stock  deliverable upon
exercise of any such  options or rights or  conversions  of or exchange for such
convertible or exchangeable  securities,  other than a change resulting from the
antidilution provisions thereof, the Warrant Price shall forthwith be readjusted
to such Warrant  Price as would have obtained had the  adjustment  made upon the
issuance of such  options,  rights or  securities  not  converted  prior to such
change or options or rights related to such  securities  not converted  prior to
such change been made upon the basis of such change; and

     (D) on the expiration of any such options or rights, the termination of any
such rights to convert or exchange  or the  expiration  of any options or rights
related to such convertible or exchangeable securities,  the Warrant Price shall
forthwith be  readjusted  to such Warrant  Price as would have  obtained had the
adjustment made upon the issuance of such options, rights, securities or options
or rights related to such securities been made upon the basis of the issuance of
only the number of shares of Common Stock actually  issued upon exercise of such
options or rights,  upon the  conversion or exchange of such  securities or upon
the exercise of the options or rights related to such  securities and subsequent
conversion or exchange thereof.

     (ii)  "Excluded  Stock"  shall mean shares of Common  Stock (1) issued as a
stock  dividend  payable in shares of Common  Stock or upon any  subdivision  or
split-up of the outstanding  shares of Common Stock; (2) issued upon exercise of
the  Warrants;  (3) issued upon  exercise  of stock  options  granted  under the
Company's  stock option  plans,  (4) issued in connection  with the  Ottomanelli
merger  transaction and the conversion of certain  outstanding  securities;  (5)
issued upon  exercise of all  outstanding  warrants  and the  conversion  of all
outstanding convertible  securities;  (6) issued in connection with the Proposed
Private  Placement and (7) which are issuable in connection  with other employee
stock  options  or  employee  stock  purchase  rights  approved  by the Board of
Directors of the Company granted or issued by the Company subsequent to the date
hereof.

     (iii) If, at any time after the date hereof, the number of shares of Common
Stock  outstanding is increased by a stock dividend  payable in shares of Common
Stock or by a subdivision or split-up of shares of Common Stock, then, following
the record date fixed for the  determination of holders of Common Stock entitled
to receive such stock dividend, subdivision or split-up, the Warrant Price shall
be decreased by a percentage  equal to the  percentage  increase in  outstanding
shares of Common Stock.

     (iv) If, at any time after the date hereof,  the number of shares of Common
Stock  outstanding  is decreased by a combination of the  outstanding  shares of
Common Stock, then, following the record date for such combination,  the Warrant
Price shall be  increased by a percentage  equal to the  percentage  decrease in
outstanding shares of Common Stock.

     (v) If, at any time after the date hereof, the Company shall declare a cash
dividend upon its Common Stock payable  otherwise  than out of earnings or shall
distribute  to holders of its Common  Stock  shares of its capital  stock (other
than Common Stock),  stock or other  securities of other  persons,  evidences of
indebtedness issued by the Company or other persons,  other assets or options or
rights  (excluding  options to purchase and rights to subscribe for Common Stock
or other  securities of the Company  convertible into or exchangeable for Common
Stock), then, in each such case, immediately following the record date fixed for
the  determination  of the  holders of Common  Stock  entitled  to receive  such
dividend  or  distribution,  the  Warrant  Price in effect  thereafter  shall be
determined by multiplying the Warrant Price in effect  immediately prior to such
record date by a fraction of which the numerator shall be an amount equal to the
remainder of (x) the Current  Market Price of one share of Common Stock less (y)
the  fair  market  value  (as  determined  by  the  Board  of  Directors,  whose
determination  shall be  conclusive)  of the  stock,  securities,  evidences  of
indebtedness,  assets,  options or rights so distributed in respect of one share
of Common  Stock,  and of which the  denominator  shall be such  Current  Market
Price. Such adjustment  shall be made on the date such dividend or distribution
is made,  and shall  become  effective  at the  opening of  business on the next
business day following  the record date for the  determination  of  stockholders
entitled to such dividend or distribution.

<PAGE>
     (vi)  If,  at any  time  after  the  date  hereof,  there  is  any  capital
reorganization,  or any reclassification of the stock of the Company (other than
a change  in par value or from par value to no par value or from no par value to
par  value  or as a result  of a stock  dividend  or  subdivision,  split-up  or
combination of shares),  or the  consolidation  or merger of the Company with or
into another person (other than a  consolidation  or merger in which the Company
is the  continuing  Company and which does not result in any change in the terms
of the Common Stock) or of the sale or other disposition of all or substantially
all the properties and assets of the Company as an entirety to any other person,
then after such reorganization, reclassification, consolidation, merger, sale or
other disposition,  this Warrant shall be exercisable for the kind and number of
shares of stock or other securities or property of the Company or of the Company
resulting  from such  consolidation  or  surviving  such merger or to which such
properties and assets shall have been sold or otherwise  disposed,  to which the
holder of the number of shares of Common Stock deliverable (immediately prior to
the time of such reorganization,  reclassification,  consolidation, merger, sale
or other  disposition)  upon such  exercise  would have been  entitled upon such
reorganization,   reclassification,   consolidation,   merger,   sale  or  other
disposition.  The provisions of this Section 7.1 (vi) shall  similarly apply to
successive reorganizations, reclassifications, consolidations, mergers, sales or
other dispositions.

     (vii) All calculations  under this Section 7.1 shall be made to the nearest
one tenth (1/10) of a cent or to the nearest one tenth (1/10) of a share, as the
case may be.


     7.2 Current Market Price.  For the purpose of any  computation  pursuant to
this  Section  7, the  Current  Market  Price at any date of one share of Common
Stock shall be deemed to be the average of the daily  closing  prices for the 30
consecutive  trading days ending no more than 15 days before the day in question
(as adjusted for any stock dividend,  split-up,  combination or reclassification
that took effect during such 30 trading day period).  The closing price for each
day  shall be the last  reported  sale  price  regular  way or,  in case no such
reported  sale took place on such day, the average of the last  reported bid and
asked prices  regular way, in either case on the principal  national  securities
exchange  on which the Common  Stock is listed or admitted to trading (or if the
Common  Stock is not at the time  listed or  admitted  for  trading  on any such
exchange,  then such price as shall be equal to the average of the last reported
bid and asked  prices,  as reported by the National  Association  of  Securities
Dealers Automated Quotations System ("NASDAQ") on such day, or if, on any day in
question,  the Common  Stock shall not be quoted on the NASDAQ,  then such price
shall be equal to the last reported bid and asked prices on such day as reported
by the National  Quotation Bureau,  Inc. or any similar reputable  quotation and
reporting  service,  if such quotation is not reported by the National Quotation
Bureau, Inc.); provided, however, that if the Common Stock is not traded in such
manner that the quotations referred to in this Section 7.2 are available for the
period required hereunder,  the Current Market Price shall be determined in good
faith by the Board of Directors of the Company, or if such determination  cannot
be made, by a nationally recognized independent investment banking firm selected
by the Board of Directors.

     7.3  Occurrence  of  Event.  In any case in which the  provisions  of this
Section 7 shall require that an adjustment  shall become  effective  immediately
after a record date for an event,  the Company may defer until the occurrence of
such event (a) issuing to the Warrantholder who has exercised this Warrant after
such record date and before the occurrence of such event the  additional  shares
of capital  stock  issuable  upon such  conversion  or exercise by reason of the
adjustment  required  by such event  over and above the shares of capital  stock
issuable upon such exercise  before  giving  effect to such  adjustment  and (b)
paying  to such  holder  any  amount  in cash in lieu of a  fractional  share of
capital stock provided, however, that the Company shall deliver to such holder a
due bill or other  appropriate  instrument  evidencing  such  holder's  right to
receive such additional  shares, and such cash, upon the occurrence of the event
requiring such adjustment.

<PAGE>

     7.4 Filing of Statement re Adjustment.  Whenever the Warrant Price shall be
adjusted as provided in this Section 7, the Company shall forthwith file, at the
office of the transfer  agent for the Common Stock or at such other place as may
be designated by the Company, a statement,  signed by its independent  certified
public  accountants,  showing in detail the facts  requiring such adjustment and
the Warrant  Price that shall be in effect after such  adjustment.  The Company
shall also cause a copy of such  statement to be sent by  first-class  certified
mail, return receipt requested,  postage prepaid, to the Warrantholder at its or
his address appearing on the Company's  records. Where  appropriate,  such copy
may be given in advance and may be  included as part of a notice  required to be
mailed under the provisions of Section 7.5.

     7.5 Notice.  In the event the Company  shall  propose to take any action of
the types described in clauses (i), (iii), (iv), (v) or (vi) of Section 7.1, the
Company shall give notice to the  Warrantholder,  which notice shall specify the
record date,  if any, with respect to any such action and the date on which such
action is to take  place.  Such  notice  shall  also set forth  such  facts with
respect thereto as shall be reasonably  necessary to indicate the effect of such
action (to the extent  such  effect may be known at the date of such  notice) on
the Warrant Price and the number, kind or class of shares of other securities or
property  which  shall be  purchasable  upon the  occurrence  of such  action or
deliverable  upon  exercise of this  Warrant.  In the case of any action  which
would  require the fixing of a record date,  such notice shall be given at least
20 days prior to the date so fixed, and in case of all other action, such notice
shall be given at least 30 days  prior to the taking of such  proposed  action.
Failure  to give such  notice,  or any  defect  therein,  shall not  affect  the
legality or validity of any such action.

     7.6 Fully  Paid.  All  Shares  which may be issued in  connection  with the
exercise of this Warrant will, up on issuance by the Company in accordance  with
the terms of this Warrant, be validly issued,  fully paid and nonassessable with
no  personal  liability  attaching  to the  ownership  thereof and free from all
taxes, liens or charges with respect thereto.

     SECTION 8.  Entire  Agreement.  This  Warrant  and the  Purchase  Agreement
contain the entire  agreement  between the parties  with  respect to the subject
matter  hereof  and  supersede  all prior  and  contemporaneous  arrangement  or
understanding with respect thereto.

     SECTION 9. Headings.  The headings of the various  sections of this Warrant
have been inserted for  convenience of reference only and shall not be deemed to
be a part of this Warrant.

     SECTION 10.  Nouns and  Pronouns.  Whenever  the context may  require,  any
pronouns  used herein shall  include the  corresponding  masculine,  feminine or
neuter  forms,  and the singular  form of names and pronouns  shall  include the
plural and vice-versa.

     SECTION 11.  Governing Law. This Warrant shall be governed by and construed
in  accordance  with,  (a) the  laws of the  State  of New  York  applicable  to
contracts made and to be performed wholly therein, and (b) the laws of the State
of Delaware applicable to corporations organized under the laws of such State.

     IN WITNESS WHEREOF,  the Company has duly executed this Agreement as of the
date first written above.

                                      THE RATTLESNAKE HOLDING COMPANY, INC.




                                    By_______________________________________
                                             Authorized Signature
<PAGE>

                                  EXERCISE FORM

                (to be signed only upon exercise of this Warrant)



     The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant for, and to purchase thereunder, _____________
shares of Common Stock (the "Purchased  Shares");  and, if the Purchased  Shares
shall  not  be  all  the  Shares  purchasable  hereunder,  then  a  new  Warrant
certificate for the balance of the Warrant Amount shall be issued in the name of
the undersigned  Warrantholder  and delivered to the address stated below. This
Exercise Form is accompanied  by cash or a certified or cashier's  check payable
to The Rattlesnake Holding Company, Inc. in the amount of  $___________________,
representing the aggregate Warrant Price of this exercise.


Dated:  ______________________, 19___

Name of Warrantholder: ________________________________
                                                    (Please Print)


Address:_________________________________________________________

            _________________________________________________________

Signature: ___________________________


     Note: The above signature must correspond with the name as written upon the
face of this Warrant in every particular,  without  alteration or enlargement or
any change whatever and the signature must be guaranteed by a commercial bank or
securities broker having its principal place of business in the City, County and
State of New York.

<PAGE>

                                 ASSIGNMENT FORM

                 (To be signed only upon assignment of Warrant)



     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto __________________________________________

     _________________________________________________________________________
(Name and  Address  of  Assignee  must be  printed  or  typewritten)  the within
Warrant,      hereby      irrevocably      constituting      and      appointing
_________________________________________________________________________
attorney  to  transfer  said  Warrant  on the books of The  Rattlesnake  Holding
Company, Inc., with full power of substitution in the premises.


Dated:



                                                ______________________________
                                                Signature of Warrantholder


_______________________________
Signature Guaranteed


     Note: The above signature must correspond with the name as written upon the
face of this Warrant in every particular,  without  alteration or enlargement or
any change whatever and the signature must be guaranteed by a commercial bank or
securities broker having its principal place of business in the City, County and
State of New York.