Exhibit 4.4
                           Form of Noteholders Warrant
                           issued in Delphi Financing

                          ELEPHANT & CASTLE GROUP, INC.

                              NOTEHOLDERS WARRANT

                                                                February 1, 1999

         Elephant  & Castle  Group,  Inc.,  a  corporation  organized  under the
Providence of British  Columbia (the  "Company"),  hereby agrees that, for value
received,  ______________________,  or its assigns, is entitled,  subject to the
terms set forth below, to purchase from the Company,  at any time after the date
hereof  and  prior  to the  expiration  of one (1) year  from  the date  hereof,
______________  (____)  shares of the $.01 par value Common stock of the Company
(the "Common  Stock"),  at an exercise  price of $3.00 which  exercise  price is
subject to adjustment as provided  herein.  Terms not otherwise  defined  herein
shall have the meaning  ascribed in that certain Agency Agreement by and between
Delphi Financial Corporation and the Company dated as of February 1, 1999.

         1.  Exercise of Warrant.  The purchase  rights  granted by this Warrant
shall be  exercised  by  surrendering  this  Warrant  with the form of  exercise
attached  hereto duly  executed by such holder,  to the Company at its principal
office,  accompanied  by payment,  in cash or by cashier's  check payable to the
order of the Company or by cashless  exercise  pursuant to Section 2 hereof,  of
the purchase  price payable in respect of the Common Stock being  purchased.  If
less than all of the  Common  Stock  purchasable  hereunder  is  purchased,  the
Company will, upon such exercise, execute and deliver to the holder hereof a new
Warrant (dated the date hereof)  evidencing the number of shares of Common Stock
not so  purchased.  As soon as practical  after the exercise of this Warrant and
payment of the purchase  price,  the Company will cause to be issued in the name
of and  delivered  to the  holder  hereof,  or as  such  holder  may  direct,  a
certificate  or  certificates   representing  the  shares  purchased  upon  such
exercise.

         2. Antidilution Adjustments. If the Company shall at any time hereafter
subdivide  or  combine  its  outstanding  shares of Common  Stock,  or declare a
dividend payable in Common Stock, the exercise price in effect immediately prior
to the  subdivision,  combination  or record date for such  dividend  payable in
Common  Stock  shall  forthwith  be  proportionately  increased,  in the case of
combination,  or  proportionately  decreased,  in the  case  of  subdivision  or
declaration  of a  dividend  payable in Common  Stock,  and each share of Common
Stock  purchasable  upon exercise of this Warrant,  immediately  preceding  such
event,  shall be changed to the number  determined  by dividing the then current
exercise  price  by the  exercise  price as  adjusted  after  such  subdivision,
combination or dividend payable in Common Stock.

         No fractional shares of Common Stock are to be issued upon the exercise
of the Warrant,  but the Company  shall pay a cash  adjustment in respect of any
fraction of a share which would  otherwise be issuable in an amount equal to the
same  fraction  of the  market  price per  share of  Common  Stock on the day of
exercise as determined in good faith by the Company.
<PAGE>
         In case of any capital  reorganization or any  reclassification  of the
shares of Common Stock of the Company,  or in the case of any consolidation with
or merger of the Company into or with another corporation, or the sale of all or
substantially  all of its assets to another  corporation,  which is  effected in
such a manner  that the  holders of Common  Stock  shall be  entitled to receive
stock,  securities  or assets with respect to or in exchange  for Common  Stock,
then, as a part of such reorganization, reclassification,  consolidation, merger
or sale, as the case may be, lawful  provision  shall be made so that the holder
of the Warrant  shall have the right  thereafter  to receive,  upon the exercise
hereof,  the kind and amount of shares of stock or other  securities or property
which the holder would have been  entitled to receive if,  immediately  prior to
such reorganization, reclassification, consolidation, merger or sale, the holder
had held the number of shares of Common Stock which were then  purchasable  upon
the  exercise  of the  Warrant.  In any such case,  appropriate  adjustment  (as
determined in good faith by the Board of Directors of the Company) shall be made
in the application of the provisions set forth herein with respect to the rights
and  interest  thereafter  of the  holder  of the  Warrant,  to the end that the
provisions set forth herein (including provisions with respect to adjustments of
the exercise price) shall thereafter be applicable,  as nearly as reasonably may
be, in relation to any shares of stock or other property thereafter  deliverable
upon the exercise of the Warrant.

         When any  adjustment  is  required  to be made in the  exercise  price,
initial or adjusted,  the Company  shall  forthwith  determine  the new exercise
price, and

         1.       prepare  and  retain  on  file  a  statement   describing   in
reasonable detail the method used in arriving at the new exercise price; and

         2.       cause a copy of such  statement  to be mailed to the holder of
the  Warrant  as of a date  within  ten  (10)  days  after  the  date  when  the
circumstances giving rise to the adjustment occurred.
<PAGE>
         3.  Transferability.  Prior to making any transfer of the Warrant or of
any Common Stock  purchased  upon exercise of the Warrant,  the holder will give
written notice to the Company describing briefly the manner of any such proposed
transfer.  The holder will not make any such transfer  until (i) the Company has
notified it that, in the opinion of its counsel,  registration  under the Act is
not required with respect to such  transfer,  or (ii) a  registration  statement
covering the proposed  distribution has been filed by the Company and has become
effective.  The  holder  will then make any  disposition  only  pursuant  to the
conditions  of such  opinion or  registration.  The Company  agrees  that,  upon
receipt of written  notice from the holder  hereof with respect to such proposed
distribution,  it will use its best efforts,  in consultation  with the holder's
counsel,  to ascertain as promptly as possible  whether or not  registration  is
required,  and will advise the holder  promptly  with respect  thereto,  and the
holder will  cooperate in providing  the Company with  information  necessary to
make such determination.

4.       Registration Rights.

         1. Registration.  The Company shall register the shares of Common Stock
issuable upon exercise of the Warrants in the registration statement on Form S-3
(or its  equivalent)  when the  Company  registers  the  shares of Common  Stock
issuable upon conversion of the securities sold in the First Private Placement.

         2.  "Piggyback"  Registration  Rights.  If, at any time  after the date
hereof and prior to the  expiration  of one (1) year from the date  hereof,  the
Company shall propose to file any  registration  statement  under the Securities
Act of 1933,  as amended,  covering a public  offering of the  Company's  Common
Stock and  permitting the inclusion of shares of selling  shareholders,  it will
notify the holder hereof at least thirty (30) days prior to each such filing and
will  include  in  the  registration  statement  (to  the  extent  permitted  by
applicable  regulation)  the Common Stock purchased by the holder or purchasable
by the holder upon the  exercise of the Warrant to the extent  requested  by the
holder  hereof.  Notwithstanding  the  foregoing,  the  number  of shares of the
holders of the Warrants  proposed to be registered  shall thereby be reduced pro
rata  with any other  selling  shareholder  (other  than the  Company)  upon the
request of the managing underwriter of such offering subject to the prior rights
of any  other  selling  shareholders  that  give it first  priority  in any such
registration. If the registration statement or offering statement filed pursuant
to such  forty-five (45) day notice has not become  effective  within six months
following the date such notice is given to the holder  hereof,  the Company must
again notify such holder in the manner provided above.

         3. Other.

                  (1) All expenses of any such registrations referred to in this
Section  4,  except  the  fees of  counsel  to  such  holders  and  underwriting
commissions or discounts, shall be borne by the Company.

                  (2) The Company  will mail to the holder  hereof,  at the last
known post office address,  written notice of any exercise of the rights granted
under this Section 4, by certified or registered mail, return receipt requested,
and each  holder  shall have  thirty  (30) days from the date of deposit of such
notice in the U.S.  Mail to notify the  Company in writing  whether  such holder
wishes to join in such exercise.
<PAGE>
                  (3)  The  Company  will  furnish  the  holder  hereof  with  a
reasonable number of copies of any prospectus  included in such filings and will
amend or  supplement  the same as  required  during the period of  required  use
thereof.  The Company will maintain the effectiveness of any shelf  registration
statement or the offering statement filed by the Company,  whether or not at the
request  of the  holder  hereof,  for at  least  six (6)  months  following  the
effective  date  thereof.  

                  (4) In the case of the filing of any  registration  statement,
and  to  the  extent  permissible  under  the  Act  and  controlling   precedent
thereunder,   the   Company  and  the  holder   hereof   shall   provide   cross
indemnification  agreements  to each  other  in  customary  scope  covering  the
accuracy and completeness of the information furnished by each.

                  (5) The holder of the  Warrant  agrees to  cooperate  with the
Company in the  preparation  and filing of any such  registration  statement  or
offering statement,  and in the furnishing of information  concerning the holder
for inclusion  therein,  or in any efforts by the Company to establish  that the
proposed sale is exempt under the Act as to any proposed distribution.

         (6) The  Company  shall  have no  obligation  under  this  Section 4 to
register  any of the  shares  of the  holders  if in  accordance  with Rule 144,
promulgated  under the Securities  Act of 1933, as amended,  the holder may sell
all his shares of common stock  obtained upon an exercise of this Warrant within
ninety (90) days immediately following the request for registration.

         (7) The holder of the  Warrant  shall  have the same  rights on a "most
favored  nation"  status as those  afforded to GE Investment  Private  Placement
Partners II in the Company's  Warrant to Purchase  Common Stock dated January 1,
1999.
<PAGE>

         5.  Notices.  The Company  shall mail to the  registered  holder of the
Warrant,  at its last known post office  address  appearing  on the books of the
Company, not less than fifteen (15) days prior to the date on which (a) a record
will be taken for the  purpose  of  determining  the  holders  of  Common  Stock
entitled to dividends (other than cash dividends) or subscription rights, or (b)
a record will be taken (or in lieu  thereof the  transfer  books will be closed)
for the purpose of determining the holders of Common Stock entitled to notice of
and to vote at a meeting of  stockholders  at which any capital  reorganization,
reclassification of shares of Common Stock, consolidation,  merger, dissolution,
liquidation,  winding up or sale of substantially  all of the Company's  assets,
shall be considered and acted upon.

         6.  Reservation  of Common  Stock.  A number of shares of Common  Stock
sufficient  to provide for the exercise of the Warrant upon the basis herein set
forth shall at all times be reserved for the exercise thereof.

         7.  Miscellaneous.  Whenever  reference  is made herein to the issue or
sale of shares of Common Stock,  the term "Common Stock" shall include any stock
of any class of the  Company  other than  preferred  stock with a fixed limit on
dividends  and a  fixed  amount  payable  in  the  event  of  any  voluntary  or
involuntary liquidation. dissolution or winding up of the Company.

         Upon written  request of the holder of this  Warrant,  the Company will
promptly  provide such holder with a then current  written list of the names and
addresses of all holders of warrants  originally  issued under the terms of, and
concurrent with, this Warrant.

         The  representations,  warranties and agreements herein contained shall
survive the exercise of this Warrant.  References to the "holder of" include the
immediate  holder of shares  purchased on the exercise of this Warrant,  and the
word  "holder"  shall  include  the  plural  thereof.   This  Warrant  shall  be
interpreted under the laws of the State of Minnesota.
<PAGE>
         All shares of Common Stock or other securities issued upon the exercise
of this Warrant shall be validly issued, fully paid and non-assessable,  and the
Company will pay all taxes in respect of the issuer thereof.

         Notwithstanding  anything contained herein to the contrary,  the Holder
of this Warrant shall not be deemed a stockholder  (including,  no right to vote
on any matters coming,  before the  shareholders) of the Company for any purpose
whatsoever until and unless this Warrant is duly exercised.

         IN WITNESS  WHEREOF,  this Warrant has been duly executed by Elephant &
Castle Group, Inc., this 1st day of February, 1999.


                                   Elephant & Castle Group, Inc.


                                   By: 
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                                         Title:
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<PAGE>
                             WARRANT EXERCISE FORM
                   To be signed only upon exercise of Warrant

         The undersigned,  the holder of the within Warrant,  hereby irrevocably
elects to exercise the purchase  right  represented  by such Warrant for, and to
purchase  thereunder,  ____________  of the shares of Common Stock of Elephant &
Castle Group,  Inc. to which such Warrant  relates and herewith makes payment of
$______ therefor in cash or by certified check, and requests that such shares be
issued  and be  delivered  to,  the  address  for which is set  forth  below the
signature of the undersigned.

Dated:   
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(Taxpayer's 1.D. Number)                             (Signature)


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                                                     (Address)


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                                 ASSIGNMENT FORM

              To be signed only upon authorized transfer of Warrant

         FOR  VALUE  RECEIVED,   the  undersigned  hereby  sells,  assigns,  and
transfers  unto  _____________________________  the right to purchase  shares of
Common  Stock of  Elephant & Castle  Group,  Inc.  to which the  within  Warrant
relates and appoints _______________________ attorney, to transfer said right on
the books of Elephant & Castle Group,  Inc. with full power of  substitution  in
the premises.

Date:                    
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                                                     (Signature)


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                                                     (Address)