Exhibit 4.3

                      Form of Subordinated Convertible Note
                           issued in Delphi Financing

                FORM OF SUBORDINATED CONVERTIBLE PROMISSORY NOTE

              THIS   NOTE  HAS  NOT  BEEN   REGISTERED   UNDER  THE
              SECURITIES  ACT OF 1933,  AS AMENDED,  (THE "ACT") OR
              APPLICABLE  STATE  SECURITIES  LAWS AND  NEITHER  THE
              SECURITIES  NOR ANY  INTEREST  THEREIN  MAY BE  SOLD,
              TRANSFERRED,  PLEDGED OR OTHERWISE DISPOSED OF IN THE
              ABSENCE OF SUCH  REGISTRATION  UNLESS THE COMPANY HAS
              RECEIVED   AN   OPINION   OF   COUNSEL,    REASONABLY
              SATISFACTORY  TO  THE  COMPANY,   STATING  THAT  SUCH
              TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE ACT.
              
           
                          Elephant & Castle Group Inc.

                          Convertible Subordinated Note
                              Due December 31, 2003
No. 1
U.S._________________                                       ______________, 199_

         FOR VALUE  RECEIVED,  the  undersigned,  Elephant  & Castle  Group Inc.
(herein called the  "Company"),  a corporation  organized and existing under the
laws of the Province of British Columbia,  Canada, hereby promises to pay to the
order of ___________________ or registered assigns ("Holder"), the principal sum
of ____________  U.S.  Dollars on December 31, 2003 with interest  computed on a
the basis of the number of days actually  elapsed and a 365-or  366-day year, as
applicable) on the unpaid balance thereof from the date of issuance hereof until
December 31, 2003 or until the entire principal hereof shall have become due and
payable,  at the rates of eight (8%)  percent per annum,  payable  quarterly  in
arrears on each of March 31, June 30,  September 30 and December 31,  commencing
on June 30, 1999; such interest to be paid in cash, provided,  however,  that to
the extent permitted by law, and when available to the Company,  interest may be
paid, at the option of the Company,  in fully registered,  transferrable  Common
Shares of the Company, and if paid in Common Shares shall be paid in such shares
valued  at the  average  closing  market  price for such  shares  in the  NASDAQ
Over-the-Counter  (small cap) market (or other national  securities  Exchange on
which listed)  during the ten (10) trading days ending on the third business day
preceding the interest payment date.
<PAGE>
         Payments of both principal and interest are to be made by wire transfer
or overnight  mail for credit to the account of the Holder in such manner at the
Holder's  address of  record,  or to such  other  place in the United  States of
America as the Holder  shall  designate  to the Company in writing  from time to
time.

         1. Private Placement. This Note is one of a series of a duly authorized
issue of Convertible  Subordinated Notes due January 8, 2004 of the Company, and
is being issued pursuant to an exemption from registration  under the Securities
Act of 1933, as amended (the "Act") pursuant to a Private  Placement  Memorandum
dated December 3, 1998 superseded and supplemented  prior to the date hereof and
written Subscription Agreement with the purchaser or purchasers of the Notes.

         2. Premium on Mandatory Redemption.  All Notes unpaid and not converted
into the Company's  Common Shares by December 31, 2003 shall be immediately  due
and payable on such date together with a  twenty-five  (25%) percent  premium on
the unpaid  principal  amount thereof,  and any accrued and unpaid interest then
due thereon.

         3. Prepayment/Optional  Redemption.  This Note is subject to prepayment
at par plus accrued and unpaid  interest  thereon only as follows:  In the event
that (a) six months  following the issuance of the Notes and (b) the Registrable
Securities  (as defined in Section  8(a) hereof  have been  registered  with the
Securities and Exchange  Commission (the  "Commission")  under the Act, then the
Company  has the right to  redeem up to  thirty-three  and  one-third  (33-1/3%)
percent of the original  aggregate  principal amount of the Notes at par only if
the bid price for the  Company's  Common  Shares  equals or exceeds  one hundred
fifty  (150%)  percent of the  conversion  price for  fifteen  (15)  consecutive
trading days, in which the average daily trading  volume is not less than 25,000
shares per day.  Thereafter,  the Company  shall have the right to redeem at par
the balance of the Notes,  each additional  thirty-three and one-third (33 1/3%)
of the original  aggregate  principal  amount of the Notes to be redeemed on not
less than six (6) months  intervals  from the preceding  redemption  date.  Each
redemption  hereunder  shall be on not less than  thirty (30) days notice to the
Holder,  and the  Holder  shall  retain  the  right  to  convert  the  Note,  as
hereinafter provided, until the date noticed for redemption.

         4. Subordination. The payment of the principal of, premium, if any, and
interest on this Note is unsecured, and expressly subordinated to the payment of
all senior indebtedness of the Company, and will rank junior in right of payment
with all senior indebtedness of the Company which includes as of the date hereof
(U.S. $Nine Million) in convertible  subordinated  debentures  issued to General
Electric  Investment  Private Placement  Partners II and any other or additional
bank or institutional  financing for borrowed money, whether now in existence or
subsequently arising.
<PAGE>

         5.  Conversion.  Subject to and upon  compliance with the provisions of
the Note,  at the option of the holder  hereof,  this Note or any portion of the
principal  amount hereof may at any time following six (6) months after the date
hereof,  to and  including  January 8, 2004 be  converted  in whole or part into
fully  paid and  nonassessable  shares of  Common  Stock of the  Company  at the
Conversion Price set forth below as adjusted from time to time.

             Method of Conversion.  So long as this Note remains outstanding the
             Holder may  exercise,  in whole or in part,  and from time to time,
             the conversion rights evidenced hereby, by:

             (i) the  surrender of this Note to the  Secretary of the Company at
             its  principal  office (or at such other place as the Company shall
             notify Holder in writing); and

             (ii) written  notice to the Company of the amount of the Note being
             converted,  and the  aggregate  Exercise  Price  for the  number of
             Shares being purchased.

             Certificate for Shares.  Upon the exercise of the conversion rights
             evidenced by this Note, one or more  certificates for the number of
             Shares  so  purchased  shall  be  issued  as  soon  as  practicable
             thereafter,  and in any event within six (6)  business  days of the
             delivery of the subscription  notice. If any certificate for shares
             subscribed  for and paid is not  delivered on a timely  basis,  the
             Company shall pay a penalty to the Holder equal to one (1%) percent
             of the  subscription  amount  for each day after  the  sixth  (6th)
             business day that the shares are not so delivered.  Delivery by the
             Company  shall be deemed  completed  upon the  sooner of (i) actual
             receipt of such  shares by the Holder or the  Holder's  broker,  or
             (ii) two (2) days  following  delivery  by the  Company  of written
             instructions  to the Company's  transfer  agent with respect to the
             delivery of such shares to the Holder,  or in  accordance  with the
             Holder's instructions.
<PAGE>
             Valid Issuance of Shares. The Company covenants that (i) it will at
             all times keep  reserved for issuance upon  conversion  hereof such
             number of Common Shares equal to 140% of the Common Shares as shall
             be issuable upon such exercise as if currently exercised,  and (ii)
             the Shares,  when issued  pursuant to the  conversion of this Note,
             will be duly and validly issued,  fully paid and  nonassessable and
             free from all  taxes,  liens,  charges  and  preemptive  or similar
             rights with respect to the issuance thereof.

             Conversion  Price.  The initial  conversion price shall be U.S. Two
             ($2.00) Dollars per Common Share.

             Adjustment of Exercise  Price and Number of Shares.  The number and
             kind of securities purchasable upon conversion of this Note and the
             Conversion  Price shall be subject to adjustment  from time to time
             as follows:

                   (a)  Adjustment of Exercise  Price and Number of Shares.  The
                   Conversion Price and the kind of Shares (or other Securities)
                   purchasable  hereunder  shall be  subject  to  adjustment  as
                   follows:  In case the Company  shall at any time prior to the
                   redemption  of  this  Note,  (i)  pay a  dividend  or  make a
                   distribution  on the  outstanding  Common  Shares  in  Common
                   Shares of the Company,  (ii) subdivide  outstanding Shares of
                   Common Stock into a larger  number of Common  Shares or (iii)
                   combine the  outstanding  Common Shares into a smaller number
                   of Common Shares, then, and in each such case, the Conversion
                   Price and number of Shares (or other securities)  purchasable
                   hereunder in effect  immediately prior to such event shall be
                   adjusted so that the Holder of this Note shall be entitled to
                   receive, for the same aggregate consideration,  the Number of
                   shares of Common  Stock or other  securities  of the  Company
                   that the holder would have owned or been entitled to received
                   upon or by reason of any of the events  described  above, had
                   this Note been exercised  immediately prior to the occurrence
                   of such event with respect to any unexercised portion of this
                   Note.  Any  adjustment  made  pursuant to this Section  shall
                   become  effective  retroactively  (i) in the case of any such
                   dividend, stock split or distribution,  to a date immediately
                   following  the close of  business  on the day upon which such
                   corporate action become effective. In case the Company at any
                   time or from time to time shall take any action affecting the
                   Common Stock or its other  equity  interests,  if any,  other
                   than an action described above, then the Conversion Price and
                   number of Shares (or other securities)  purchasable hereunder
                   in effect  immediately  prior to such event shall be adjusted
                   so that the Holder of this Note shall be entitled to receive,
                   for the same aggregate consideration, the Number of shares of
                   Common  Stock or other  securities  of the  Company  that the
                   holder  would have owned or been  entitled to receive upon or
                   by reason of any of the events described above, had this Note
                   been  exercised  immediately  prior to the occurrence of such
                   event with respect to any unexercised portion of this Note.
<PAGE>
                   (b)  Corporate  Transactions.  If at any time  after the date
                   hereof and prior to the expiration  hereof, the Company shall
                   effect any capital  reorganization  or  reclassification,  or
                   other  change of  outstanding  Common  Stock or other  equity
                   interest, if any, purchasable on exercisable hereof or in the
                   case of any  consolidation  or merger of the Company  with or
                   into another person (other than a consolidation  or merger in
                   which the Company is the  resulting or  surviving  person and
                   which  does not result in any  reclassification  or change in
                   the Common Stock or other equity interest, if any purchasable
                   on   exercisable   hereof),   (any   of  the   foregoing,   a
                   "Transaction"),  the Company shall execute and deliver to the
                   holder  of this  Note at least  ten  business  days  prior to
                   effecting  any of the  foregoing  Transactions  a certificate
                   stating  that the  holder  shall  have the right  thereafter,
                   until the expiration hereof, in connection with any remaining
                   portion  of this  Note to  convert  this  Note  (for the same
                   aggregate consideration) into the kind and amount (estimating
                   such  amount to the  extent  necessary)  of Common  Shares or
                   other equity securities or other property or cash which would
                   be receivable upon such Transaction by a holder of the number
                   of shares of Common Stock for which such unexercised  portion
                   of this  Note  was  immediately  exchangeable  prior  to such
                   Transaction.

                   (c) Notice of Adjustment.  Whenever an event occurs requiring
                   any  material  adjustment  to be made to the  exercise  price
                   pursuant to this Section,  the Company shall promptly  notify
                   the Holder of such adjustment.  Such notice shall contain the
                   calculation of the material adjustment to the exercise price.
                   The  holder  hereof  shall  have  five (5)  business  days to
                   contest in writing  such  calculation.  The  Company  and the
                   holder  shall  agree to work in good faith to  reconcile  any
                   such differences,  provided,  that if a reconciliation is not
                   achieved  within  five  (5)  additional  business  days,  the
                   parties  shall  agree  to  the  selection  of an  independent
                   accountant to make such determination.  No Fractional Shares.
                   No fractional shares or scrip representing  fractional shares
                   be issued upon the conversion
                   of this  Note,  but in lieu of  such  fractional  shares  the
                   Company  shall issue one  additional  share of the  Company's
                   Common Stock.
<PAGE>
         6.        No Stockholder  Rights. Prior to conversion of this Note, the
Holder shall not be entitled to any rights of a stockholder  with respect to the
Shares,  including,  without limitation,  the right to vote such Shares, receive
dividends  or other  distribution  thereon,  exercise  preemptive  rights  or be
notified of stockholder meetings.

         7.        Transferability. This  Note and the  Common  Shares  issuable
hereunder may not be transferred or assigned,  in whole or in part, except for a
transaction  which,  in  the  opinion  of  counsel  to  the  Holder,  reasonably
satisfactory to the Company,  is exempt from  registration  under the Securities
Act of 1933, as amended (the "Act").

         8.        Regi9stration.

         (a) The Company shall effect a registration  of the  underlying  Common
Shares (the  "Registrable  Securities").  In connection  therewith,  the Company
will:

         (i) Prepare and file on Form S-3, if  available,  or other  appropriate
         form, prior to April 30, 1999 a registration  statement with respect to
         such  Registrable  Securities  and use its best  efforts  to cause such
         registration  statement  to  become  effective  as to  the  registrable
         securities as promptly as  practicable  and keep any such  registration
         statement effective for so long as the Notes remain outstanding;
<PAGE>
         (ii)  Prepare  and file with the SEC such  amendments  as  promptly  as
         practicable,  and  supplements to such  registration  statement and the
         prospectus used in connection with such registration  statements as may
         be necessary to comply with the  provisions of the  Securities Act with
         respect  to  the   disposition  of  all  securities   covered  by  such
         registration statement;

         (iii)  Furnish to the Holders  such  number of copies of a  prospectus,
         including a preliminary prospectus, in conformity with the requirements
         of the Securities  Act, and such other documents as they may reasonably
         request  in order to  facilitate  the  disposition  of the  Registrable
         Securities owned by them that are included in such registration;

         (iv) Use its best  efforts  to  register  and  qualify  the  securities
         covered by such  registration  statement under such other securities or
         Blue Sky laws of such jurisdictions as shall be reasonably requested by
         the  Holders,  provided  that the  Company  shall  not be  required  in
         connection  therewith  or  as a  condition  thereto  to  qualify  to do
         business or to file a general consent to service of process in any such
         states or jurisdictions;

         (v)  In  the  event  that  the   offering  of  the  Common   Shares  is
         underwritten,   enter  into  and  perform  its  obligations   under  an
         underwriting  agreement in usual and customary  form, with the managing
         underwriter(s)  of such  offering.  Each Holder  participating  in such
         underwriting  shall also enter into and perform its  obligations  under
         such an agreement; and

         (vi)  Notify  each  Holder of  Registrable  Securities  covered by such
         registration  statement, at any time when a prospectus relating thereto
         is required to be delivered  under the Securities Act, of the happening
         of any  event as a result  of which  the  prospectus  included  in such
         registration   statement,  as  then  in  effect,  includes  any  untrue
         statement of a material fact or omits to state a material fact required
         to be stated  therein or necessary to make the  statements  therein not
         misleading in light of the  circumstances  then  existing.  In any such
         event, the Company shall promptly file an amendment to the Registration
         Statement and such amendment  shall correct such untrue  statement of a
         material  fact or include  such a material  fact  required to be stated
         therein to make the statements therein not misleading.
<PAGE>
         (vii) Notwithstanding the registration  requirements stated herein, the
         Company shall grant the holder hereof "piggyback"  registration  rights
         to  register  the  Registrable   Securities  on  another   registration
         statement  filed by the Company if the initial  Registration  Statement
         with respect to the  Registrable  Securities is not then current if the
         Company  is  registering  Common  Shares  other  than  the  Registrable
         Securities under a separate Registration Statement.

         (b) In the  event  that the  registration  statement  is not  effective
within  six (6)  months of the  issuance  of the Notes,  the  Company  shall pay
additional  interest to the holders with respect to the Notes at the rate of two
(2%)  percent in cash for each  calendar  month  that the Notes are  outstanding
until a  registration  statement is effective,  provided that if the Company has
timely filed a registration  statement,  has exercised its best efforts to cause
such  registration  statement  to  become  effective,  and  the  failure  of the
registration  statement to have been declared  effective is not due to any fault
or neglect on the part of the Company, additional interest payable for the first
thirty  (30) days after such six (6) month  period  shall be limited to one (1%)
percent of the amount of the Notes.

         (c) Expenses. The Company shall pay all expenses incurred in connection
with each registration requested (excluding  underwriters' or brokers' discounts
and  commissions  relating  to  shares  sold by the  Holders  and the  fees  and
disbursements of counsel for the Holders),  including without limitation federal
and "blue  sky"  registration,  filing and  qualification  fees,  printers'  and
accounting fees, and fees and disbursements of counsel for the Company.

         (d)  Furnish  Information.  It shall be a  condition  precedent  to the
obligations of the Company to take any action  pursuant to this Section that the
selling  Holders  shall  furnish  to  the  Company  such  information  regarding
themselves,  the Registrable Securities held by them, and the intended method of
disposition  of such  securities  as shall be  required  to  timely  effect  the
Registration of their Registrable Securities.
<PAGE>
         (e) Indemnification.  In the event any Registrable  Securities owned by
the  Holders are  included in a  registration  statement  to the maximum  extent
permitted by law, the Company will indemnify and hold harmless each Holder,  the
partners, officers,  shareholders,  employees,  representatives and directors or
each Holder,  any  underwriter  (as determined in the  Securities  Act) for such
Holder or Indemnified  Party, as hereinafter  defined,  and each person, if any,
who controls such Holder or underwriter (each an "Indemnified Party") within the
meaning of the Securities Act or the Securities Exchange Act of 1934, as amended
(the "1934 Act"), against any losses, claims,  damages, or liabilities (joint or
several) to which they may become subject under the Securities Act, the 1934 Act
or other  federal or state law,  insofar as such  losses,  claims,  damages,  or
liabilities  (or actions in respect  thereof) arise out of or are based upon any
of  the   following   statements,   omissions  or  violation   (collectively   a
"Violation"):

         (i) any untrue statement or alleged untrue statement of a material fact
         contained in such  Registration  Statement,  including any  preliminary
         prospectus or final prospectus  contained  therein or any amendments or
         supplements thereto;

         (ii) the omission of alleged  omission to state therein a material fact
         required to be stated  therein,  or  necessary  to make the  statements
         therein not misleading; or

         (iii)  any  violation  or  alleged  violation  by  the  Company  of the
         Securities  Act, the 1934 Act, any federal or state  securities  law in
         connection with the offering covered by such registration statement.

The Company  will  reimburse  each  indemnitee  for any legal or other  expenses
including  reasonable  legal fees and  expenses  reasonably  incurred by them in
connection  with  investigation  or  defending  any such  loss,  claim,  damage,
liability or action;  provided,  however, that the indemnity agreement contained
in this Section  shall not apply to amounts paid in settlement of any such loss,
claim,  damage,  liability or action if such settlement is effected  without the
consent of the Company (which consent shall not be unreasonably  withheld),  nor
shall the Company be liable in any such case for any such loss,  claim,  damage,
liability  to action to the  extent  that it  arises  out of or is based  upon a
Violation  which  occurs  in  reliance  upon  and  in  conformity  with  written
information  furnished expressly for use in connection with such registration by
such Holder, partner, officer, shareholder, employee, representative,  director,
underwriter or controller person of such Holder.

         (f)  Reservation of Common  Shares.  The Company will keep reserved for
issuance  upon  conversion  hereof,  such number  equal to one hundred and forty
percent  (140%) of Common Shares as shall be issuable upon exercise of the Notes
initially  outstanding,   as  reduced  from  time  to  time  by  conversions  or
redemptions of any of the Notes.

         (g) Compliance  with  Securities  Laws.  The Company  covenants that it
shall comply with the  requirements  of the  Securities  Exchange Act of 1934 as
amended.
<PAGE>
         9.  Surrender and Exchange.  Upon surrender of this Note for redemption
in part or  conversion in part, a new Note for the  remaining  principal  amount
will be issued  to,  and  registered  in the name of,  the Holder and such newly
issued Note shall  substantially  have the same terms as this Note, except as to
amount.

         10. Notices. All notices,  requests,  consents and other communications
hereunder  shall be in writing,  shall be  addressed  to the  receiving  party's
address set forth in the  Subscription  Agreement or to such other  address as a
party may  designate by notice  hereunder,  and shall be either (i) delivered by
hand, (ii) sent by reputable  overnight courier,  or (iii) sent by registered or
certified  mail,  return  receipt  requested,   postage  prepaid.  All  notices,
requests,  consents, and other communications  hereunder shall be deemed to have
been given  either (i) if by hand,  at the time of the  delivery  thereof to the
receiving  party at the address of such party set forth  above,  (ii) if sent by
overnight  courier,  on the next  business day  following the day such notice is
delivered to the courier  service,  or (iii) if sent by  registered or certified
mail, on the 5th business day following the day such mailing is made.

         11.  Default.  In case of any  default by the Company in the payment of
any principal or interest due hereunder, not cured within ten (10) business days
this Note may be declared  immediately due and payable.  Should the indebtedness
represented  by this Note or any part  thereof  following an event of default be
collected  in any  proceeding  or be  required  to be  placed  in the  hands  of
attorneys  for  collection,  the  Company  agrees  to pay,  in  addition  to the
principal,  premium,  equal to the twenty-five  (25%) percent of the outstanding
principal amount of the Note, which would have been due upon redemption, accrued
interest  due and  payable  hereon,  and all  costs  of  collecting  this  Note,
including reasonable attorney's fees and expenses.

                  Further,  in the  event  that  the  Notes  of any  Holder  are
redeemed or required to be redeemed,  the Company shall  promptly make a written
offer to redeem the Notes of all other Holders on the same terms and  conditions
as apply to the Notes of any Holder  which are being  redeemed or required to be
redeemed.  Any  failure  and refusal of the Company to offer to redeem this Note
shall constitute a default within the meaning if Section 11 of this Note.

         12.  Governing  Law.  This Note shall be  governed  by and  enforced in
accordance with the laws of the United States and the State of Minnesota.
<PAGE>
         13.  Successors and Assigns.  The terms and provisions of this Note and
the Agreement  shall inure to the benefit of, and be binding  upon,  the Company
and the holders hereof and their respective successors and permitted assigns. As
to any Common  Shares  issued due to a full or partial  conversion of this Note,
Section 8 hereof shall  survive such a full or partial  conversion  of this Note
and Section 11 shall apply to any Note or Notes which remain outstanding.

         14. Amendments and Waivers. Any waiver or amendment of any term of this
Note shall be binding upon any subsequent holder of this Note.

         15.  Indemnification  for  Breach of this  Note.  In the event that the
Company  shall fail to make any payment of principal or interest due  hereunder,
including interest for late filing of any Registration  Statement,  or otherwise
breach the terms of this Note, the Company will indemnify and hold harmless each
Holder and each Indemnified  Party, as defined in Section 8(e) hereunder against
any loss,  claims,  damages or  liabilities,  joint or several to which they may
become subject insofar as such losses, claims, damages or liabilities or actions
against such Holder or Indemnified  Party in respect thereof arise out of or are
based upon any such claimed breach of this Note.

                                                   Elephant & Castle Group Inc.

                                                By /s/ Martin O'Dowd
                                                   -------------------------
                                                   Name: Martin O'Dowd
                                                   Title: President