Elephant & Castle Group Inc Watch

from 10-K ~5 pages Exhibit 4.5 Noteholder's Exchange Warrant

from 10-K ~5 pages Indenture or similar

from 10-K ~10 pages Indenture or similar

from S-8 1 page Warrant Agreement (Made June 10, 1994, Issued November, 1995) Elephant & Castle Group, Inc. This Warrant Has Not Been Registered Under the Securities Act of 1933 and May Not Be Sold, Offered for Sale, Pledged or Hypothecated in the Absence of a Registration Statement in Effect With Respect to the Securities Under Such Act or an Opinion of Counsel Satisfactory to the Company That Such Registration Is Not Required. No. Warrant to Purchase 25,000 Shares of the Common Stock of Elephant & Castle Group, Inc. Warrant to Purchase 25,000 Shares of the Company Void After Novebmer 25, 2000 This Certifies That, for Value Received, Securities Trading Services, Inc., a Swiss Corporation, or Registered Assign ("Holder") Is Entitled, Subject to the Terms Set Forth Below, to Purchase From Elephant & Castle Group, Inc. (The "Company"), a Corporation Organized Under the Laws of the Province of British Columbia, Canada, Twenty-Five Thousand (25,000) Shares of the Common Stock of the Company Upon Surrender Hereof, at the Principal Office of the Company Referred to Below, With the Subscription Form Attached Hereto Duly Executed, and Simultaneous Payment Therfor

from S-8 1 page Warrant Certificate Elephant & Castle Group, Inc. This Warrant Has Not Been Registered Under the Securities Act of 1933 and May Not Be Sold, Offered for Sale, Pledged or Hypothecated in the Absence of a Registration Statement in Effect With Respect to the Securities Under Such Act or an Opinion of Counsel Satisfactory to the Company That Such Registratin Is Not Required. No. W-007 Warrant to Purchase 50,000 Shares of the Common Stock of Elephant & Castle Group, Inc. Warrant to Purchase 50,000 Shares of the Company Void After August 10, 1999 This Certifies That, for Value Received, Donald Weckstein, or Registered Assigns ("Holder") Is Entitled, Subject to the Terms Set Forth Below, to Purchase From Elephant & Castle Group, Inc. (The "Company"), a Corporation Organized Under the Laws of the Province of British Columbia, Canada, Fifty Thousant (50,000) Shares of the Common Stock of the Company Upon Surrender Hereof, at the Principal Office of the Company Referred to Below, With the Subscription Form Attached Hereto Duly Executed, and Simultaneous Payment Therefor