<PAGE>

                                      -46-

                                   EXHIBIT 3.6

MEMORANDUM OF AGREEMENT dated as of October 19, 1999 by and among the parties
listed on Schedule A hereto (the "Shareholder Group"), the parties listed on
Schedule B hereto and Elephant & Castle Group Inc. (the "Company").

Background:

         A.       At the Annual General Meeting (the "Meeting") of Shareholders
                  of the Company held on August 23, 1999, representatives of the
                  Shareholder Group expressed dissatisfaction over certain
                  aspects of the Company's business and affairs, including the
                  conduct of the board of directors (the "Board"), and sought to
                  adjourn the meeting pending the mailing of a revised proxy
                  statement by the Company containing expanded disclosure of
                  certain matters and in order to provide the Shareholder Group
                  with an opportunity to discuss their concerns with management
                  of the Company ("Management");

         B.       The Meeting was adjourned until 9:00 a.m. on Friday, October
                  22, 1999 and on September 13, 1999 a supplemental proxy
                  statement (the "Supplemental Proxy Statement") was mailed to
                  all Shareholders.

         C.       Representatives of the Shareholder Group have had discussions
                  with representatives of Management and have reached certain
                  agreements, as set out below, as to matters to be proposed to
                  and considered by Shareholders at the Meeting and as to
                  certain actions to be taken by the Company following the
                  Meeting.

1.       ELECTION OF DIRECTORS

         Each of the members of the Shareholder Group agrees not to nominate or
         to vote or cause to be voted any of the shares beneficially owned by
         such member, in person or by proxy, at the adjourned Meeting for any
         candidates for the Board other than the nominees listed in the
         Supplemental Proxy Statement.

2.       APPOINTMENT OF ADDITIONAL INDEPENDENT DIRECTORS

         At the first meeting of the Board following the conclusion of the
         adjourned Meeting,, which will be held as soon as practicable following
         the conclusion of the adjourned Meeting and in any event within thirty
         (30) days of the date of this Agreement, the Company, through the
         Board, will, pursuant to Section 110(3) of the COMPANY ACT, RSBC 1996 c
         62, as amended and Article 13.4 of the Company's Articles, cause the
         following persons to be appointed as additional directors for a term
         (subject to the provisions of Paragraph 5 of this Agreement) to expire
         at the conclusion of the annual general meeting of the Company to be
         held in the year 2000, such appointments to take effect upon the
         receipt of signed forms of consent to act:

                  Mr. David Matheson
                  Apt. 22C, The Kempinski Hotel Apartments
                  Djakarta, Indonesia
                  Vice-President and Director of Equatorial Energy, Inc.


                                      -46-
<PAGE>

                  Mr. William C. McEwen
                  1356 Camwell Drive
                  West Vancouver, BC  V75 2M5
                  Chairman of Canadian Maple Leaf Financial

3.       APPOINTMENT OF PRESIDENT AND CHIEF EXECUTIVE OFFICER

         (a)      Within a reasonable period following conclusion of the
                  adjourned Meeting, and in any event within 30 days of the date
                  of this Agreement, Mr. O'Dowd will resign as President of the
                  Company and the Company, through the Board, will appoint Mr.
                  Richard Bryant as President of the Company in replacement of
                  Mr. Martin O'Dowd and will confirm Mr. Bryant in his current
                  office as Chief Executive Officer.

         (b)      Within 120 days of the date of this Agreement, all duties and
                  functions being discharged and exercised by Mr. O'Dowd will be
                  assumed by other officers of the Company reporting to Mr.
                  Bryant and from the date of such assumption of duties the
                  Company will make no further payments of remuneration to Mr.
                  O'Dowd (other than directors' fees approved by the Board to be
                  paid to Directors who are independent of the Company's
                  Management or payments made in the 90 day period following the
                  termination of Mr. O'Dowd's existing service and consulting
                  agreements, pursuant to the terms of such agreements).

         (c)      Mr. Bryant's appointment will be made pursuant to a service
                  contract for a one-year term to be approved by the members of
                  the Board who are independent of the Company's Management
                  which will contain provisions as to compensation and severance
                  arrangements approved by the Compensation Committee of the
                  Board and to the effect that the renewal or extension of its
                  term will be subject to a satisfactory assessment of Mr.
                  Bryant's performance made by the Board (with any director who
                  shall have been or shall at such time be part of the Company's
                  Management abstaining from voting on such assessment).

4.       NEXT ANNUAL GENERAL MEETING

         The Company will hold its next Annual General Meeting of Shareholders
         (the "2000 AGM") on or prior to June 29, 2000. Prior to April 27, 2000,
         the Company will seek to reach agreement among the members of the Board
         as to the nominees for director to be proposed to Shareholders at the
         2000 AGM. Failing agreement among all directors, the Board may act in
         accordance with the preference of a majority, but:

         (a)      Mr. O'Dowd will not be included among the Company's nominees;

         (b)      if the Company proposes a nominee for election to the Board in
                  place of Mr. O'Dowd, such nominee will be independent of
                  Management, not affiliated with any major creditor or
                  shareholder of the Company and preferably with a hospitality
                  industry or public company background; and

         (c)      if Mr. David Matheson is not included among the Company's
                  nominees for election to the Board, the Company will nominate
                  in his stead a person independent of Management, not
                  affiliated with any major creditor or shareholder of the
                  Company and preferably with a hospitality industry or public
                  company background.


                                      -47-
<PAGE>

5.       CHANGES IN BOARD COMPOSITION PRIOR TO THE 2000 AGM

         (a)      In certain events, the Shareholder Group will have the right
                  to require changes in the Board prior to the 2000 AGM,
                  specifically:

                  -        if the Company shall not have achieved a measurable
                           improvement in financial and operational performance
                           (as defined in subparagraph 5(d) below) by February
                           25, 2000, or

                  -        if the stock of the Company shall not be listed on
                           the Nasdaq system on February 25, 2000.

         (b)      If either of the above events occur, the Shareholder Group (or
                  members of the Shareholder Group holding at least two-thirds
                  of the aggregate number of shares held by all members of the
                  Shareholder Group) may by notice in writing ("Notice") require
                  the Company to make changes to the Board in accordance with
                  the procedure set out in subparagraph 5(c) below.

         (c)      Forthwith upon receipt of Notice, Mr. David Matheson and Mr.
                  Martin O'Dowd shall resign from the Board and the boards of
                  directors of all subsidiaries of the Company (and in the
                  absence of a letter of resignation will be deemed to have
                  resigned) and the two vacancies created by their resignations
                  shall as soon as practicable and in any event within 30 days
                  of receipt of the Notice be filled by the appointment of two
                  persons, independent of Management, not affiliated with any
                  major creditor or shareholder of the Company and preferably
                  with a hospitality industry or public company background,
                  selected by:

                  (i)      unanimous agreement of the remaining directors; or

                  (ii)     failing agreement within 20 days of receipt of
                           Notice, one director shall be selected by Mr. Irving
                           Glovin, Attorney of 400 Skyewiay Road, Suite 400, Los
                           Angeles, California, 90049 from a list of three
                           persons submitted by the President of the Company to
                           Ladner Downs and the Company shall cause one director
                           to be selected by Mr. Peter H. Stafford, Q.C. of
                           Russell & DuMoulin, Canadian counsel to the Company,
                           from a list of three persons submitted on behalf of
                           the Shareholder Group. Such selections shall be made
                           and the Company shall be notified of such selections
                           within seven (7) days of Ladner Downs and Russell &
                           DuMoulin receiving the list of nominees, in each
                           case. (In case either Mr. Glovin or Mr. Stafford are
                           unwilling or unable to act, their replacements shall
                           be selected by the Shareholder Group or the Board, as
                           the case may be.)

         (d)      For the purpose of this paragraph 5, "a measurable improvement
                  in financial and operational performance" shall conclusively
                  be deemed to have occurred in either of the following events:

                  -        the weighted average price of the Company's stock for
                           the 30 trading days ending on February 25, 2000 shall
                           be US$1.50 or more; or

                  -        the weighted average price of the Company's stock for
                           the 30 trading days ending on February 25, 2000 shall
                           be US$1.00 or more AND the Company shall have
                           achieved earnings from operations in the nine week
                           period ended


                                      -48-
<PAGE>

                                      -49-

                           February 25, 2000 in excess of those
                           reported for the same period in 1999 as certified by
                           the President and Chief Executive Officer on or
                           before March 10, 2000.

         (e)      If the Company takes any action to consolidate its shares, the
                  target prices of US$1.50 and US$1.00 shall be proportionately
                  adjusted to reflect the consolidation. In the event of
                  disagreement among the partners as to the adjustment to be
                  made, the Company's auditors, at the instance of any party,
                  will determine the adjustment and the auditor's decision will
                  be binding on the parties.

         (f)      Except as contemplated by this Agreement, prior to April 27,
                  1999, the Shareholders Group will not take any other steps
                  directed at changing the composition of the Board.

6.       MISCELLANEOUS

         (a)      The Company will ensure that all its SEDAR filings are brought
                  up to date within 30 days of the date of this Agreement.

         (b)      By way of a contribution to the out-of-pocket costs of the
                  Shareholder group, the Company will pay to Ladner Downs, as
                  solicitors for the Shareholder Group, the sum of Cdn. $20,000
                  by October 25, 1999 and a further Cdn.$20,000 at such time as
                  the Board considers it appropriate but in no event later than
                  June 30, 2000.

         (c)      Following the conclusion of the adjourned Meeting and the
                  appointment of the additional directors as contemplated in
                  paragraph 2, the Company will issue a news release which will
                  include appropriate disclosure of the material aspects of this
                  Agreement. The Company will consult with Ladner Downs as to
                  the contents of the proposed news release and will provide to
                  Ladner Downs a copy of the release prior to publication.

         (d)      Any notice to be given by the Shareholder Group or any member
                  of the Shareholder Group to the Company must be in writing and
                  delivered or sent by facsimile transmission to the Company at
                  its Vancouver office at Fifth Floor, 856 Homer Street,
                  Vancouver, British Columbia, Canada V6B 2W5 Telephone:
                  604-684-6451, Facsimile: 604-684-8595, marked for the
                  attention of the President. Any notice to be given by the
                  Company to the Shareholder Group or to any member of the
                  Shareholder Group must be in writing and delivered or sent by
                  facsimile transmission, c/o Ladner Downs, Barristers and
                  Solicitors, 1200 Waterfront Centre, 200 Burrard Street, P.O.
                  Box 48600, Vancouver, British Columbia, Canada V7X 1T2,
                  Telephone: 604-640-4245, Facsimile: 604-687-1415, marked for
                  the attention of Mr. Fred R. Pletcher.

         (e)      Time is of the essence of this Agreement.

         (f)      This Agreement will enure to the benefit of and be binding
                  upon the respective legal representatives and successors of
                  the parties.

         (g)      This Agreement may not be amended except in writing signed by
                  the parties.


                                      -49-
<PAGE>

         (h)      None of the parties may assign any right, benefit or interest
                  in this Agreement without the written consent of the other
                  parties to this Agreement, and any purported assignment
                  without such consent will be void.

         (i)      This Agreement will be governed by and construed in accordance
                  with the laws of the Province of British Columbia and the
                  federal laws of Canada applicable therein.

         (j)      This Agreement constitutes the entire agreement among the
                  parties pertaining to the subject matter hereof and supersedes
                  every previous agreement, communication, expectation,
                  negotiation, representation or understanding, whether oral or
                  written, express or implied, among the parties with respect to
                  the subject mater of this Agreement.

         (k)      This Agreement may be executed in one or more counterparts,
                  each of which will be deemed to be an original but all of
                  which together will constitute one and the same instrument.
                  This Agreement and any counterpart thereof may be delivered by
                  facsimile and when delivered will be deemed to be an original.

7.       EXECUTION

         To evidence their agreement, the members of the Shareholder Group have
         signed opposite their respective names on Schedule A hereto and the
         Company has executed this Agreement by its authorized officers below.
         In order to confirm their concurrence that the obligations undertaken
         by the Company in this Agreement are in the best interests of the
         Company and its shareholders and to evidence their agreement to act
         accordingly, the persons to be nominated or appointed as directors,
         including the two additional directors, to be appointed under paragraph
         2, have signed opposite their respective names in Schedule B.

DATED this 21st day of October, 1999.




                                      ELEPHANT & CASTLE GROUP INC.



                                      By:
                                           ---------------------------------
                                           R. Bryant - Director & CEO


                                      By:
                                           ---------------------------------
                                           Jeffrey Barnett - Director


                                      -50-
<PAGE>

                                   SCHEDULE A


                        MEMBERS OF THE SHAREHOLDER GROUP

<TABLE>
<CAPTION>
                                NUMBER OF SHARES
NAME                          BENEFICIALLY OWNED  SIGNATURE
<S>                           <C>                 <C>
Peter Barnett                            552,375
                                                  --------------------------
Steven Bramsen                            80,100
                                                  --------------------------
Benjamin Dayson                           38,000
                                                  --------------------------
Philip Dayson                             20,000
                                                  --------------------------
Renovay Investments Ltd.                   4,000
                                                  --------------------------
Irv Glovin                                11,000
                                                  --------------------------
Bob McGrath                                2,500
                                                  --------------------------
Sharon Ram-Ditta                             700
                                                  --------------------------
Michael Tobin                             18,000
                                                  --------------------------
Lawrence Usher                            50,000
                                                  --------------------------
Yitzchak Wineberg                          8,000
                                                  --------------------------
</TABLE>


                                   -1-
<PAGE>

                                SCHEDULE B

                  MEMBERS OF PROPOSED BOARD OF DIRECTORS

<TABLE>
<CAPTION>
NAME                  SIGNATURE
<S>                   <C>

Jeffrey M. Barnett
                      -----------------------------------------
Martin O'Dowd
                      -----------------------------------------
Colin Stacey
                      -----------------------------------------
David Wiederecht
                      -----------------------------------------
Anthony Mariani
                      -----------------------------------------
Richard H. Bryant
                      -----------------------------------------
George W. Pitman
                      -----------------------------------------
William C. McEwen
                      -----------------------------------------
David Matheson
                      -----------------------------------------
</TABLE>


ELEPHANT & CASTLE INTERNATIONAL, INC.                    5 GTM/LEH/JAW 042199
ALAMO GRILL  FRANCHISE AGREEMENT                                     475250.5