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                                   EXHIBIT 4.5

                          ELEPHANT & CASTLE GROUP INC.

                          NOTEHOLDER'S EXCHANGE WARRANT

NO.                                             DATED AS OF DECEMBER 3, 1999

Elephant & Castle Group, Inc., a corporation organized under the Province 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 January 31, 2001, _____________________ (_____________) shares of the
$0.1 par value Common stock of the Company (the "Common Stock"), at an exercise
price of $2.00 per share and prior to January 31, 2003 at an exercise price of
$3.00, which exercise prices are 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 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.       ANTI-DILUTION 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


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

         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 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


ELEPHANT & CASTLE INTERNATIONAL, INC.                    5 GTM/LEH/JAW 042199
ALAMO GRILL  FRANCHISE AGREEMENT                                     475250.5
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         (a)      prepare and retain on file a statement describing in
                  reasonable detail the method used in arriving at the new
                  exercise price; and

         (b)      cause a copy of such statement to be mailed to the holder of
                  the Warrant as of a date within (10) days after the date when
                  the circumstances giving rise to the adjustment occurred.

3.       TRANSFERABILITY. Prior to making any transfer of the Warrant or of any
         Common Stock purchased upon the 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.


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

(a)      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.

(b)      "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 underwriting 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.

(c)      OTHER.

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

         (ii)     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 day of deposit of such
                  notice in the U.S. Mail to


ELEPHANT & CASTLE INTERNATIONAL, INC.                    5 GTM/LEH/JAW 042199
ALAMO GRILL  FRANCHISE AGREEMENT                                     475250.5
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                  notify the Company in writing whether such holder wishes to
                  join in such exercise.

         (iii)    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.


         (iv)     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.

         (v)      The holder of the Warrant agrees to cooperate with the Company
                  in the preparation and filing of any 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.

         (vi)     The Company shall have no obligation under this Section 4 to
                  register any of the shares of the holders if in accordance
                  with the 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.

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


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

         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 ____ day of December, 1999.


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



                           By:_______________________


                           Title:______________________


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