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                                                                   EXHIBIT 10.25

                      ELEPHANT & CASTLE INTERNATIONAL, INC.
                                    AGREEMENT

       THIS AGREEMENT (this "Agreement") is made and entered into this 3rd day
of January, 2003, by and between Elephant & Castle International, Inc. (a Texas
corporation) ("International") and Battery & Clay Associates, LLC, A California
limited liability company ("BCA").

                                   WITNESSETH

       WHEREAS, International and its related companies are in the business of
franchising and developing Elephant & Castle(R) Restaurants in North America;
and

       WHEREAS, one of International's marketing strategies is to develop
Elephant & Castle(R) Restaurants in hotel properties that are located in major
markets in North America; and

       WHEREAS, International has determined that major, name brand hotel owners
and operators will not be interested in franchising and developing Elephant &
Castle(R) Restaurants at their hotels until International can demonstrate that
several Elephant & Castle(R) Restaurants have been successfully operated at
brand name hotels in major markets; and

       WHEREAS, International has determined that northern California will be a
marquee location for an Elephant & Castle(R) Restaurant; and

       WHEREAS, BCA is the developer and landlord of a hotel property located at
the corner of Battery and Clay Streets in San Francisco, California, that
operates under the name Club Quarters(TM) (the "hotel property); and

       WHEREAS, International has determined that the development of an Elephant
& Castle(R) Restaurant at the Battery and Clay hotel property in San Francisco,
California will enhance the awareness of the Elephant & Castle(R) brand and will
enable International to market the Elephant & Castle(R) Restaurant concept to
hotel operators, hotel developers, hotel franchisees, investors, restaurant
developers and multi-unit restaurant operators and developers; and

       WHEREAS, BCA has, subject to the terms of this Agreement, agreed to the
development of an Elephant & Castle(R) Restaurant at the hotel property; and

       WHEREAS, BCA has determined that the additional construction costs to
build an Elephant & Castle(R) Restaurant on the hotel property according to the
plans and specifications of International will be $167,000; and

       WHEREAS, as an incentive to BCA to develop an Elephant & Castle(R)
Restaurant at the hotel property, International has agreed to reimburse BCA for
the additional construction costs;

ELEPHANT & CASTLE INTERNATIONAL, INC.
MARKETING AGREEMENT                    -1-

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       NOW, THEREFORE, International and BCA hereby agree, covenant and contract
as follows:

       1.    HOTEL GUESTS. BCA has agreed that it will lease the hotel property
to BC Restaurants, LLC for the operation of an Elephant & Castle(R) Restaurant.
BCA will also grant the Elephant & Castle(R) Restaurant operated by BC
Restaurants, LLC the right to provide room services to the guests of the hotel
property, to provide food and beverage services to the hotel property's banquet
and club room facilities, and permit guests of the hotel to charge food and
beverages to their hotel folios, and the Lease with BC Restaurants, LLC will
include these provisions. BCA also agrees that it will permit the Elephant &
Castle(R) Restaurant to advertise to its hotel property guests (as approved by
BCA in its sole discretion), to serve breakfasts to its hotel guests on
weekends, and to use its standard menus.

       2.    MARKETING BY INTERNATIONAL. BCA agrees that International will have
the right, upon receiving BCA's permission, to show the Elephant & Castle(R)
Restaurant developed by BC Restaurants, LLC to developers, franchisees,
restaurant operators, and investors who are interested in potentially developing
or operating an Elephant & Castle(R) Restaurant. International will also have
the right to feature the Restaurant in any advertising or marketing materials
that it may develop.

       3.    OPERATING INFORMATION. BCA agrees that International will have the
right, upon receiving BCA's permission, to provide potential developers,
franchisees, restaurant operators and investors with operational information
pertaining to the Elephant & Castle(R) Restaurant developed by BC Restaurants,
LLC.

       4.    PAYMENT TO BCA. International will, as consideration for the rights
granted to it by BCA under this Agreement, pay BCA $167,000 for reimbursement of
the additional construction costs that BCA will incur in constructing the
Elephant & Castle(R) Restaurant at the hotel property to the specifications of
International, which must be paid to BCA on the earlier of (a) the date the
Elephant & Castle(R) Restaurant being developed by BC Restaurants, LLC at the
Leased Premises opens for business, or (b) February 15, 2003.

                     (THIS SPACE INTENTIONALLY LEFT BLANK.)

ELEPHANT & CASTLE INTERNATIONAL, INC.
MARKETING AGREEMENT                    -2-

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       IN WITNESS WHEREOF, Elephant & Castle International, Inc. and Battery &
Clay Associates have respectively signed this Agreement effective as of
January 3, 2003.

 In the Presence of:                   ELEPHANT & CASTLE INTERNATIONAL, INC.


                                       By
 ---------------------------------       -------------------------------------
                                         Richard H. Bryant, President and
                                         Chief Executive Officer


 In the Presence of:                   BATTERY & CLAY ASSOCIATES, LLC, ITS
                                       CHIEF MANAGER


                                       By:
 --------------------------------         ------------------------------------
                                          Jon D. Horowitz, Vice President

ELEPHANT & CASTLE INTERNATIONAL, INC.
MARKETING AGREEMENT                    -3-