Epl Technologies Inc Watch

from S-8 ~10 pages Form of Warrant Agreement - Adolph Et Al.

from S-8 ~10 pages Form of Warrant Agreement - Hudson Et Al.

from S-8 ~20 pages 1998 Stock Incentive Plan

from SC 13D 1 page Epl Technologies, Inc. Two International Plaza, Suite 245 Philadelphia, Pennsylvania 19113-1507 as of December 3, 1999 Joseph Giamanco C/O G.H.M. Inc., 74 Trinity Place New York, Ny 10006 G.H.M. Inc., 74 Trinity Place New York, Ny 10006 Attention: Joseph Giamanco Re: Letter of Understanding Among G.H.M., Joseph Giamanco, and Epl Technologies, Inc. Notwithstanding Any Other Provision of Those Certain Subscription Agreements, Dated as of December 3, 1999, Between Joseph Giamanco and Epl Technologies, Inc., and Between G.H.M. Inc., and Epl Technologies, Inc., G.H.M.'S and Mr. Giamanco's Respective Obligations to Consummate the Transactions Contemplated Thereby Are Subject to Epl Technologies' Satisfaction of Those Additional Conditions Which the Parties Have Discussed. It Is Our Anticipation That Such Conditions Shall Be Satisfied on December 9, 1999. Per Our Understanding, the Funds Transferred to US Pursuant to the Subscription Agreements Will Be Held by US Pending Satisfaction of Such Conditions. Your Countersignature Below Will Indicate Your Acknowledgment of the Foregoing. Sincerely, Epl Technologies, Inc. By: /S/ Paul L. Devine Name: Paul L. Devine Title: President and CEO /S/ Joseph Giamanco - Joseph Giamanco G.H.M. Inc. By: /S/ Joseph Giamanco Joseph Giamanco President

from 10-K405 1 page Specimen Common Stock Certificate

from S-8 ~20 pages 1994 Stock Incentive Plan, as Amended

from 10-Q ~20 pages Series D Perferred Stock

from 10-Q ~20 pages Series D Perferred Stock

from S-3/A ~10 pages Specimen Series B Preferred Stock Subscription

from S-3/A 1 page <page> 1 Number [Logo] Shares Epl Technologies, Inc. Incorporated Under the Laws of the State of Colorado Series B Convertible Preferred Stock Par Value $0.01 Per Share This Certifies That Specimen Is the Owner of Shares of the Series B Convertible Preferred Stock of Epl Technologies, Inc., Fully Paid and Non-Assessable, Transferable Only on the Books of the Corporation in Person or by Attorney Upon Surrender of This Certificate Properly Endorsed. the Corporation Will Furnish to Any Shareholder Upon Request and Without Charge, a Full or Summary Statement of the Designations, Voting Rights, Preferences, Limitations and Special Rights of the Shares of Each Class Authorized to Be Issued. in Witness Whereof, the Said Corporation Has Caused This Certificate to Be Signed by Its Duly Authorized Officers and Its Corporate Seal to Be Hereunto Affixed This Day of A.D. 19 . Chairman Secretary [Seal] <page> 2 the Following Abbreviations, When Used in the Inscription on the Face of This Certificate, Shall Be Construed as Though They Were Written Out in Full According to Applicable Laws or Regulations: <table> <s> <c> Ten Com - As Tenants in Common Unif Gift Min Act - Custodian Under Ten Ent - As Tenants by the Entireties (Cust) (Minor) Jt Ent - As Joint Tenants With a Right of Survivorship Uniform Gifts to Minor Act and Not as Tenants in Common (State) </Table> Additional Abbreviations May Also Be Used Though Not in the Above List. for Value Received, __Hereby Sell, Assign and Transfer Unto Please Insert Social Security or Other Identifying Number of Assignee - - - - - - Shares Represented by the Within Certificate, and Do Hereby Irrevocably Constitute and Appoint Attorney to Transfer the Said Shares on the Books of the Within Named Corporation With Full Power of Substitution in the Premises. Dated 19__ in Presence Of

from S-8 ~20 pages Epl 1994 Stock Incentive Plan, as Amended