SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [ ]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

EPL TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, schedule or registration statement no.:

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(3) Filing party:

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(4) Date filed:

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2
EPL TECHNOLOGIES, INC.
2 INTERNATIONAL PLAZA, SUITE 245
PHILADELPHIA, PA 19113-1507

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of Shareholders (the "Annual Meeting") of EPL
Technologies, Inc. (the "Company") will be held on Thursday, July 6, 2000, at
9:30 A.M. (local time) at the Top of the Tower, 1717 Arch Street, Philadelphia,
Pennsylvania for the following purposes:

1. to elect three directors to serve for the ensuing year and until their
respective successors shall have been duly elected and qualified; and

2. to transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.

The Board of Directors has fixed the close of business on May 8, 2000
as the record date for the Annual Meeting. Only holders of record at the time of
the Company's Common Stock, par value $0.001 per share, and Series A Preferred
Stock, par value $1.00 per share, are entitled to notice of, and are entitled to
vote at, the Annual Meeting and any adjournment or postponement thereof. A
complete list of shareholders entitled to vote at the Annual Meeting will be
available, upon written demand, for inspection during normal business hours by
any shareholder of the Company prior to the Annual Meeting at the Company's
address shown above.

A copy of the Company's Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1999, a letter from the Company's Chief Executive
Officer, a Proxy Statement and a proxy accompany this notice. It is expected
that these materials will be sent to shareholders on or about June 2, 2000.

The right to vote your stock at the Annual Meeting is an important
shareholder right and should be exercised by you in person or by proxy
regardless of the number of shares held. The Board of Directors sincerely hopes
you will be able to be present at the Annual Meeting but requests in any event
that you SIGN and DATE your proxy and mail it in the enclosed envelope promptly.
The return of the enclosed proxy will not affect your right to vote in person at
the Annual Meeting. The prompt return of your proxy will eliminate the need for
further solicitation, with its attendant expense to the Company.

By Order of the Board of Directors

Michael S. Leo
Secretary

May 26, 2000
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EPL TECHNOLOGIES, INC.
2 International Plaza, Suite 245
Philadelphia, PA 19113

PROXY STATEMENT

Annual Meeting of Shareholders
To Be Held July 6, 2000

This Proxy Statement and the accompanying proxy are being
furnished in connection with the solicitation of proxies by the Board of
Directors (the "Board") of EPL Technologies, Inc. (the "Company"), to be voted
at its Annual Meeting of Shareholders (the "Annual Meeting") which will be held
at 9:30 A.M. (local time) on July 6, 2000 at the Top of the Tower, 1717 Arch
Street, Philadelphia, Pennsylvania and at any adjournment or postponement
thereof, for the purposes set forth in the accompanying Notice of the Annual
Meeting. It is expected that this Proxy Statement, the foregoing Notice and the
enclosed proxy are to be first mailed to shareholders entitled to vote on or
about June 2, 2000. Such mailing also includes the Company's Annual Report on
Form 10-K/A for the year ended December 31, 1999 ("1999"), and a letter from the
Company's Chief Executive Officer. The Annual Report and such other materials
are not to be considered a part of the Company's proxy solicitation materials.

PURPOSE OF ANNUAL MEETING

At the Annual Meeting, shareholders will be asked: (i) to
elect three (3) directors to serve for the ensuing year or until their
respective successors shall have been duly elected and qualified, and (ii) to
transact such other business as may properly come before the Annual Meeting or
any adjournment or postponement thereof. The Board recommends a vote in favor of
(i.e., "FOR") the three (3) persons nominated to serve as directors and
described in this Proxy Statement.

QUORUM AND VOTING RIGHTS

The presence in person or by proxy of the holders of a
majority of the votes entitled to be cast by the holders of the outstanding
shares of Common Stock, $0.001 par value per share (the "Common Stock") and the
shares of Series A 10% Cumulative Convertible Preferred Stock, $1.00 par value
per share (the "A Preferred Stock"), is necessary to constitute a quorum for
consideration of the matters to be voted upon at the Annual Meeting.

Only holders of record of shares of Common Stock and A
Preferred Stock at the close of business on May 8, 2000 (the "Record Date") will
be entitled to notice of, and to vote at, the Annual Meeting. As of the Record
Date, there were outstanding 30,565,618 shares of the Company's Common Stock and
60,000 shares of A Preferred Stock. Each share of A Preferred Stock is
convertible into 0.667 shares of Common Stock and holders of A Preferred Stock
are entitled to one (1) vote per share for each share of Common Stock into which
such A Preferred Stock is convertible. Thus, as of the Record Date, there were a
total of 30,605,618 votes entitled to be cast by holders of the Company's
capital stock. The holders as of the Record Date of the Company's Common Stock
and the A Preferred Stock will vote together as a class on all matters presented
at the Annual Meeting. These shares exclude 210,610 shares held in treasury as
of the Record Date.
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VOTING AND SOLICITATION OF PROXIES

A shareholder who submits a proxy may revoke it at any time
before the proxy is exercised. A proxy may be revoked prior to exercise by: (a)
filing with the Company a written revocation of the proxy, (b) appearing at the
Annual Meeting and casting a vote contrary to that indicated on the proxy or (c)
submitting a duly executed proxy bearing a later date. Returning a signed proxy
will not affect a shareholder's right to attend the Annual Meeting and vote in
person. When a proxy is returned properly signed, the shares represented will be
voted in accordance with the instructions provided therein. Broker non-votes
will not be counted as votes cast and will have no effect on the results of a
vote, although they will count towards the presence of a quorum. Abstentions
will have the effect of a "no" vote, and will count towards the presence of
quorum. In the absence of instructions, the shares represented at the Annual
Meeting by proxy will be voted "FOR" the nominees of the Board in the election
of directors.

The expense of this proxy solicitation will be borne by the
Company. In addition to solicitation by mail, proxies may be solicited in person
or by telephone or facsimile by officers or other regular employees of the
Company who will not receive any additional compensation for such efforts. The
Company will reimburse reasonable expenses incurred by record holders of the
Common Stock or the A Preferred Stock who are brokers, dealers, banks, voting
trustees or other nominees for mailing proxy materials to any beneficial owners
of such stock, upon request of such record holders.

VOTE REQUIRED FOR ELECTION OF DIRECTORS
AND APPROVAL OF OTHER PROPOSALS

To be elected a director, a nominee for election must receive
the favorable vote of a majority of the shares of the Common Stock and A
Preferred Stock (on an as-converted basis), voting together as a class,
represented in person or by proxy at the Annual Meeting. Shareholders entitled
to vote will not have cumulative voting rights. Approval of the proposal to
adopt the Plan requires the favorable vote of a majority of the shares of the
Common Stock and the A Preferred Stock (on an as-converted basis), voting
together as a class, represented in person or by proxy and entitled to vote at
the Annual Meeting.

PROPOSAL NO. 1 - ELECTION OF DIRECTORS

The Board of Directors, the size of which the Board sets from
time-to-time at between three (3) and seven (7) members, currently consists of
three (3) members: Paul L. Devine, A.S. Clausi and W. Ward Carey. The Board
proposes that the three current directors, listed below as nominees, be
re-elected as directors of the Company, to hold office until the next annual
meeting of shareholders or until such director's successor is duly elected and
qualified. The Board may determine to increase the size of the board hereafter.
Each nominee has consented to be named as a nominee and, to the present
knowledge of the Company, is willing to serve as a director, if elected. Should
any of the nominees not remain a candidate at the end of the Annual Meeting (a
situation that is not expected), proxies with respect to which no contrary
direction is made will be voted in favor of those who remain as candidates and
may be voted for substitute nominees.

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The nominees, their ages at the Record Date and certain other
information about them is set forth below:

Name Age Position(s) with the Company Director Since
---- --- ---------------------------- --------------

Paul L. Devine 45 Chairman of the Board, 1992
President and Chief Executive Officer

A.S. Clausi 77 Director 1998

W. Ward Carey 62 Director 1999

PAUL L. DEVINE - Mr. Devine was appointed Chairman, President
and Chief Executive Officer of the Company in March 1992. From 1989 to 1992, Mr.
Devine was involved as a business consultant in the identification and targeting
of acquisitions for various public companies. During this time, he also served
as a director and chief executive officer of various companies, including three
United Kingdom (U.K.) subsidiaries of Abbey Home Healthcare, Inc., a U.S. public
health care group. He is a graduate of London University and holds Bachelors and
Masters degrees in curriculum research. Throughout his business career, he has
been intimately involved in the design and implementation of new product
strategies, both in financial services and health/hygiene services.

A.S. CLAUSI - Mr. Clausi was elected to the Board of Directors
in March 1998. For more than five years, Mr. Clausi has served as a consultant
and adviser to the food industry. He was Senior Vice President and Chief
Research Officer of General Foods Corporation worldwide, prior to his
retirement. Mr. Clausi is a past President of the Institute of Food
Technologists (IFT), past Chairman of the IFT Foundation and past Chairman of
the Food Safety Council. He has a chemistry degree from Brooklyn College and has
done graduate work at Stevens Institute of Technology. Mr. Clausi is the holder
of 13 patents, has authored chapters in food technology texts and has delivered
numerous papers on various aspects of the management of food science and
technology. Mr. Clausi is currently a director of Opta Food Ingredients, Inc.
and Pasteurized Eggs, L.P. and also serves as a member of the Technical Advisory
Board of Goodman Fielder, Ltd. He served on the Technical Advisory Board of
Martek Biosciences, Inc. from 1990 to 1997. Mr. Clausi also serves as a director
and a member of Technical Advisory Boards of a number of private companies as
well as being a member of the Audit, Compensation and 1994 and 1998 Stock
Incentive Plan Administrative Committees of the Board of Directors.

W. WARD CAREY - Mr. Carey was elected to the Board of
Directors in January 1999. He is currently Senior Vice President - Investments
at PaineWebber Incorporated in New York. Prior to joining PaineWebber in 1993,
he served as an Executive Vice President and Director of Bessemer Trust Company
of Florida. He previously served as President, Chairman and Chief Executive
Officer of Tucker Anthony in New York and Chairman of the Executive Committee of
Sutro and Company in San Francisco. He also serves as a member of the Audit,
Compensation and 1998 Stock Incentive Plan Administrative Committees of the
Board of Directors. He has almost 40 years of senior level experience in the
investment banking fields.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board held five meetings during 1999 and also acted by
unanimous written consents. The Board currently has an Audit Committee and a
Compensation Committee. The Company also had a 1994 Stock Incentive Plan (the
"1994 Plan") Administration Committee, but the 1994 Plan expired in May 1999,
after which time no further options could be issued under the 1994 Plan. During
1999, the Audit, Compensation and 1994 Plan Committees were comprised of Mr.
Clausi and a former director, Mr. Robert D. Mattei, together with Mr. W. Ward
Carey subsequent to his appointment as a director in January 1999. Following Mr.
Mattei's resignation from the Board in November 1999, the Audit, Compensation
and 1998 Stock Incentive Plan Committees were comprised of Messrs. Carey and
Clausi.

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The Board as a whole serves as the Administrative Committee for the 1998 Stock
Incentive Plan ("1998 Plan"). The Audit Committee and the Compensation Committee
each held one meeting in 1999 and also acted by unanimous written consents. The
1998 Plan Administrative Committee met once in 1999 and also acted by unanimous
written consents. Each incumbent director who served on the Board during the
full 1999 fiscal year attended over 75% of the aggregate number of meetings of
the Board and of the committees on which and during the periods in which such
director served.

The Audit Committee has authority to recommend the appointment
of the Company's independent auditors and review the results and scope of
audits, internal accounting controls and tax and other accounting-related
matters. The Compensation Committee sets compensation policies applicable to
executive officers and approves salaries, bonuses and other compensation matters
for executive officers of the Company. The 1994 Plan Committee administers the
1994 Plan and the Board as a whole administers the 1998 Plan, together with the
Company's 1993 Non-Qualified Stock Option Plan.

COMPENSATION OF DIRECTORS

With the exception of Mr. Devine in his capacity as an officer
of the Company, no cash compensation was paid to any director of the Company
during the year ended December 31, 1999. In May 1999, in accordance with the
terms of the Company's 1994 Plan, W. Ward Carey, Adolph S. Clausi and former
director Robert D. Mattei were granted an option to acquire 1,875, 7,500 and
7,500 shares, respectively, of Common Stock at an exercise price of $3.875 per
share, for their services as members of the Audit and Compensation Committees.
These options are exercisable for five-year terms and have exercise prices equal
to the fair market value of such shares on the date of grant.

In March 1999, the Company granted, under the 1998 Plan, to
each of Al S. Clausi and W. Ward Carey 10-year options to purchase 50,000 shares
of Common Stock at $4.6063, an exercise price which represents 110% of the
closing price of the Common Stock on the date of grant. Such options were fully
vested as of the date of grant. In addition, on March 28, 2000, Messrs. Carey
and Clausi were each granted an option to acquire 50,000 shares of Common Stock,
at an exercise price of $2.48 per share. These options, which were granted under
the 1998 Plan, are exercisable for ten-year terms and have exercise prices equal
to 110% of the closing market price on the date of grant. These options were
fully vested on the date of grant.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE
"FOR" THE NOMINEES PRESENTED.

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SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table sets forth certain information, as of the
Record Date, regarding the beneficial ownership (as defined in Rule 13d-3 under
the Securities Exchange Act of 1933, as amended) of (i) each director, (ii) each
of the executive officers named in the summary compensation table, (iii) all
executive officers and directors of the Company as a group and (iv) each person
known to the Company to be a beneficial owner of more than 5% of the Company's
outstanding Common Stock and/or Series A Preferred Stock (information regarding
the Series A Preferred Stock is presented both on an as-converted basis and as a
separate class of voting securities). Except as set forth below, the
shareholders named below have sole voting and investment power with respect to
all shares of Common Stock shown as beneficially owned by them.

COMMON STOCK SHARES PERCENT
BENEFICIALLY OF
NAME OF BENEFICIAL OWNER OWNED (1) COMMON
- --------------------------------------------------------------------------------

GHM, Inc. 4.370,487(2) 13.85%

Lancer Partners, L.P. 3,788,505(3) 12.39%

Joseph Giamanco 3,227,412(4) 10.22%

Wayne Close 2,992,307(5) 9.70%

Paul L. Devine 770,416(6) 2.49%

Adolph S. Clausi 123,125(7) *

W. Ward Carey 137,175(8) *

William R. Romig 165,000(9) *

Antony E. Kendall 196,000(10) *

Jose Saenz de Santa Maria 45,000(9) *

Directors and executive officers
as a group (8 persons) 1,575,466(11) 4.97%

Total number of shares outstanding - 30,565,618 100.00%
common

Shares of common stock issuable upon
conversion of Series A Preferred 40,000(12) *

* Less than one percent.

(1) Unissued shares of Common Stock of each owner subject to currently
exercisable options or other rights to acquire securities exercisable
within 60 days of the date hereof are included in the totals listed and
are deemed to be outstanding for the purpose of computing the
percentage of Common Stock owned by such person, but are not deemed to
be outstanding for the purpose of computing the percentage of the class
owned by any other person. The effect of this calculation is to
increase the stated total ownership percentage currently controlled.
Information in the table is based solely upon information contained in
filings with the Securities and Exchange Commission, pursuant to
sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as
amended, and the records of the Company. The calculation also excludes
210,610 shares held in treasury as of the Record Date.

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(2) Includes 1,000,000 shares of Common Stock that may be acquired by
exercising warrants. The address for GHM, Inc. is 74 Trinity Place, New
York, NY 10006.

(3) Includes shares of Common Stock held by funds other than Lancer
Partners, L.P., but which are commonly managed in a group that includes
Lancer Partners, L.P. See also "Certain Relationships and "Related
Transactions" below. The address for Lancer Partners, L.P. is 375 Park
Avenue, Suite 2006, New York, NY 10152.

(4) Includes 1,000,000 shares of Common Stock that may be acquired by
exercising warrants. Mr. Giamanco is a controlling shareholder in GHM,
Inc. The address for Mr. Giamanco is c/o GHM, Inc., 74 Trinity Place,
New York, NY 10006.

(5) Includes 20,000 shares of Common Stock held jointly with a family
member. Also includes 278,571 shares of Common Stock that may be
acquired by exercising warrants. The address for Mr. Close is c/o
Marcus J. Williams Esq., Davis Wright Tremaine, LLP, Suite 2300, 1300
SW Fifth Avenue, Portland, OR 97201-5682.

(6) Includes 400,000 shares of Common Stock that may be acquired by
exercising options. The address for Mr. Devine is c/o the Company, 2
International Plaza, Suite 245, Philadelphia, PA 19113-1507.

(7) Includes 108,125 shares of Common Stock issuable upon exercise of
options.

(8) Includes 101,875 shares of Common Stock issuable upon exercise of
options. Also includes 5,000 shares of Common Stock owned by Mr.
Carey's wife, as to which he disclaims beneficial ownership.

(9) Amount shown represents shares of Common Stock that may be acquired by
exercising options.

(10) Includes 95,000 shares of Common Stock that may be acquired by
exercising options and 100,000 shares of Common Stock that may be
acquired by exercising a warrant.

(11) Includes 1,052,500 shares of Common Stock that may be acquired by
exercising options and 100,000 shares of Common Stock that may be
acquired by exercising a warrant.

(12) As of December 31, 1999 there were a total of 60,000 shares of Series A
Preferred Stock outstanding, beneficially held as follows: 50,000 or
83.34% held Dr. Joe H. Cherry, whose address is 320 Cardinal Heights,
Dadeville, AL; 5,000 or 8.33% held by J. Matthew Dalton, whose address
is 1232 W. George Street, Chicago, IL 60657; and 5,000 or 8.33% held by
Verne Scazzero, whose address is 1414 South Prairie Ave., Chicago, IL
60605.

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EXECUTIVE COMPENSATION

The following table sets forth the aggregate compensation
(cash and non-cash, plan and non-plan) paid by the Company during 1999 for
services rendered in all capacities to the Chief Executive Officer and each of
the other four most highly compensated executive officers (collectively "Named
Executive Officers").

LONG-TERM COMPENSATION
----------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- ------ -------
RESTRICTED ALL OTHER
OTHER STOCK OPTIONS/ LTIPC COMPEN-
NAME AND SALARY BONUS COMPENSATION AWARD(S) SARS PAYOUTS SATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
- -----------------------------------------------------------------------------------------------------------------

Paul L. Devine 1999 275,000 0 5,888 0 0 0 0
Chairman, President 1998 275,000 0 2,872 0 0 0 0
and Chief Executive 1997 225,000 225,000 0 0 100,000 0 0
Officer

Jose Saenz de Santa Maria 1999 128,205 0 21,659(1) 0 0 0 0
Managing Director 1998 133,600 13,360 25,593(1) 0 52,500 0 0
Fabbri Artes Graficas 1997 0 0 32,895(1) 0 0 0 0
Valencia S.A.

Bruce M. Crowell 1999 111,136 0 51,392 0 0 0 0
Vice President 1998 157,500 0 0 0 100,000 0 0
Chief Financial Officer 1997 0 0 0 0 0 0 0

Antony E. Kendall 1999 134,460 0 1(2) 0 0 0 0
Chief Executive 1998 137,423 0 12,788(2) 0 20,000 0 0
EPL Flexible 1997 125,470 8,200 13,089(2) 0 25,000 0 0
Packaging Ltd.

William R. Romig 1999 130,000 0 0 0 0 0 0
Senior Vice President, 1998 120,000 0 0 0 0 0 0
Science & Technology 1997 105,750 14,075 1,634 0 75,000 0 0

(1) Assumes an exchange rate of $1:PTS162 for 1999, $1:PTS149.70
for 1998 and $1:PTS152.10 for 1997.

(2) Assumes an exchange rate of L1:$1.652 for 1999 and L1:$1.65
for 1998 and 1997.

OPTION GRANTS IN LAST FISCAL YEAR

No grants of stock options were made by the Company during 1999 to Named
Executive Officers.

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AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR-END OPTION VALUES(1)

The following table sets forth certain information concerning exercises of stock
options during fiscal 1999 and the value of unexercised stock options at
December 31, 1999 for Named Executive Officers.

VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
UNDERLYING UNEXERCISED OPTIONS OPTIONS AT
SHARES AT DECEMBER 31, 1999 DECEMBER 31, 1999(1)
---------------------------------------------------------
ACQUIRED VALUE UNEXER- UNEXER-
NAME ON EXERCISE REALIZED($) EXERCISABLE CISABLE EXERCISABLE CISABLE
- -------------------------------------------------------------------------------------------------------------------

Paul L. Devine 0 0 400,000 0 0 0
Jose Saenz de Santa Maria 0 0 45,000 0 0 0
Antony E. Kendall 0 0 95,000 0 0 0
William R. Romig 0 0 180,000 0 0 0

(1) The fair market value of the "in-the-money" options was
calculated on the basis of the difference between the exercise
price of the options held and the closing price of a share of
common stock on the Nasdaq Small Cap Market, on December 31,
1999, multiplied by the number of options held. At December
31, 1999, the closing price of a share of Common Stock on the
Nasdaq Small Cap Market was $1.00.

EMPLOYMENT AND CONSULTING CONTRACTS

Mr. Devine and the Company are parties to an employment
agreement dated as of January 1, 1997 that provides that Mr. Devine is to serve
as the Company's Chairman of the Board, President and Chief Executive Officer.
The agreement provides for a rolling three-year term. The Agreement provides for
a base salary to be fixed by the Board which, as of January 1, 1997, was
$275,000 per year (on March 28, 2000, the Board of Directors raised Mr. Devine's
annual salary to $375,000). Pursuant to the agreement, the Company will maintain
life insurance on Mr. Devine's life with a face amount equal to at least
$1,000,000, for which Mr. Devine may designate a beneficiary. Under the
agreement Mr. Devine also will be entitled to receive a retirement benefit if he
remains "continuously employed" (as defined in the Agreement) by the Company
until age 50. Generally, if Mr. Devine retires at age 65, the retirement benefit
to be received annually will be equal to 50% of his average annual base salary
and bonus during the final three years of his employment (less benefits from any
other defined benefit pension plan of the Company). The percentage of Mr.
Devine's average annual base salary and bonus will be reduced or increased by 6%
for each year by which Mr. Devine retires and elects to have such retirement
benefit commence earlier or later than his 65th birthday. The agreement further
provides that Mr. Devine is entitled to participate in all benefit plans and
arrangements of the Company and may also receive bonuses, if any, as determined
by the Board of Directors. The agreement also provides certain disability and
death benefits to Mr. Devine, as well as severance payments approximately equal
to Mr. Devine's average salary and bonus for the previous three years, to
continue for three years if Mr. Devine is terminated under certain conditions.
Additionally, Mr. Devine is entitled to receive a payment of slightly less than
three times his "base amount" (as defined in the Internal Revenue Code of 1986,
as amended) in the event of a "change of control" of the Company (as defined in
the agreement). This agreement also contains certain customary provisions
regarding confidentiality and non-competition restrictions.

The Company, through its wholly-owned subsidiary, Fabbri Artes
Graficas Valencia S.A. ("Fabbri"), entered into an employment agreement with Mr.
Saenz de Santa Maria commencing on May 1, 1998, which provides that Mr. Saenz de
Santa Maria is to serve as managing director of Fabbri. The agreement provides
for an annual salary of PTS20,000,000 ($133,000 at an exchange rate of

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$1:PTS150), which salary is reviewable on January 1 annually, together with
customary benefits, such as vacation and the provision of an automobile. A bonus
is also payable upon the achievement of certain performance targets, as agreed
on an annual basis. The contract may be terminated by either side upon six
months' notice and also contains certain customary provisions regarding
confidentiality and non-competition restrictions.

The Company, through is wholly-owned subsidiary, Bakery
Packaging Services Limited (now known as EPL Flexible Packaging Limited ("EPL
Flexible")), entered into an employment agreement with Mr. Kendall commencing on
August 1, 1996, which provides that Mr. Kendall is to serve as Chief Executive
Officer of EPL Flexible. The agreement originally provided for an annual salary
of L70,000 ($115,000 at an exchange rate of L1:$1.65), which salary is
reviewable on January 1 annually and was increased to L83,000 ($137,000 at an
exchange rate of L1:$1.65) as of July 1, 1997, and to L100,000 ($165,000 at
exchange rate of L1:$1.65) as of January 1, 2000. The agreement also provides
for customary benefits, such as vacation, the provision of an automobile,
healthcare coverage and contributions into a defined contribution pension
scheme. A bonus is also payable upon the achievement of certain performance
targets, as agreed on an annual basis. The agreement may be terminated by either
party upon six months' notice and also contains certain customary provisions
regarding confidentiality and non-competition restrictions.

Effective January 1, 1998, the Company entered into a new
employment agreement with Dr. Romig, which runs for an initial term of two
years, with annual renewal terms thereafter. Either party may terminate the
contract upon six months' notice. The initial annual salary was $120,000, with a
bonus of up to 25% of the salary based upon the achievement of agreed-upon
objectives. The salary was increased to $140,000 per annum effective July 1,
1999. In addition to the customary provisions on vacation and healthcare
coverage, the agreement also provides that, in the event of a termination of
employment by either party due to a "change in control" (as defined in the
agreement), Dr. Romig would receive a total payment equal to twice his annual
salary plus a bonus equal to his average bonus earned over the previous twelve
months. The agreement also contains certain customary provisions regarding
confidentiality and non-competition restrictions.

STOCK INCENTIVE PLANS

The Company's 1994 Stock Incentive Plan was adopted by the
Company's shareholders on July 21, 1994, and modified by the Company's
shareholders to increase the shares issuable thereunder to 2,250,000 shares and
to make certain other changes on July 22, 1996, and again on July 21, 1997 (as
so modified, the "1994 Plan"). The Company's 1998 Stock Incentive Plan, as
amended and restated ( the "1998 Plan"), was adopted by the Company's
shareholders on September 29, 1998. The 1994 Plan and the 1998 Plan are intended
to provide additional incentive to certain employees, certain consultants or
advisors and non-employee members of the Board of Directors to enter into or
remain in the employ of the Company or to serve on the Board of Directors by
providing them with an additional opportunity to increase their proprietary
interest in the Company and to align their interests with those of the Company's
shareholders generally through the receipt of options to purchase Common Stock
that have been structured to comply with the applicable provisions of Section
16(b) of the Securities Exchange Act of 1934, as amended, and Rule 16b-3
thereunder. The 1994 Plan and the 1998 Plan provide for the grant of incentive
stock options within the meaning of the Internal Revenue Code of 1986, as
amended, and non-qualified stock options and the award of shares of Common
Stock. The particular terms of each option grant or stock award are set forth in
a separate agreement between the Company and the optionee or award recipient.
The 1994 Plan and the 1998 Plan are administered by the Administration
Committees appointed by the Board of Directors, which are currently comprised of
W. Ward Carey and Adolph S. Clausi. The Committees generally have the discretion
to determine the number of shares subject to each award, and other applicable
terms and conditions, including a grant's vesting schedule. The term of an
option granted under the 1994 Plan could not be more than five years from the
grant date and options generally terminated three months after an optionee
ceases to be employed by the Company (twelve

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months in the case of death or disability). The 1994 Plan provides that no
option may be granted under it after May 4, 1999.

Eight Hundred Fifty Thousand (850,000) shares of Common Stock
are reserved for issuance under the 1998 Plan. The terms of the 1998 Plan are
substantially similar to those of the 1994 Plan, except that (i) the minimum
exercise price for options granted under the 1998 Plan to executives, officers
and employee directors of the Company that were serving as such as of September
29, 1998, is $14.00 per share, (ii) all options granted under the 1998 Plan must
be granted at a premium to the market price of the Common Stock at the time of
grant, (iii) options granted under the 1998 Plan cannot be repriced without
shareholder approval and (iv) the term of an option may not be more than ten
years from the grant date. In addition, the 1998 Plan provides for the automatic
grant to each non-employee director of the Company of options to purchase 7,500
shares of Common Stock on June 25, 2000 and on each June 25 thereafter during
the term of the 1998 Plan. The 1998 Plan provides that no option may be granted
under it after June 25, 2008.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Company's Compensation Committee during
fiscal 1999 were Mr. Clausi, who served for the entire year, Mr. Mattei, who
served until his resignation in November 1999, and Mr. Carey who was elected to
the Compensation Committee in January 1999. None of Messrs. Clausi, Mattei or
Carey were officers or employees of the Company or any of its subsidiaries
during 1999. Mr. Mattei was Secretary of the Company from February 1988 to March
1993. Except as disclosed under "Certain Relationships and Related
Transactions," below, none of the members of the Compensation Committee nor any
of their affiliates entered into any transactions with the Company during 1999.
Set forth immediately below is the report of the Company's Compensation
Committee on executive compensation.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee sets compensation policies
applicable to executive officers and has the authority to approve salaries and
bonuses and other compensation matters for the Company's executive officers. The
Committee reviews the overall performance of the Company and its executive
officers based on the Company's financial and operating performance. The
Committee's compensation policy generally reflects the basic principles that
compensation should reflect the financial performance of the Company and a
portion of an executive officer's compensation should provide long-term
incentives that will tie long-term rewards for the executive officers to
increases in shareholder value. Company philosophy regarding base salary is to
maintain it at a competitive level sufficient to recruit individuals possessing
the skills necessary to achieve the Company's vision and mission over the long
term. The Committee monitors salary levels for comparable executives. The
Committee, in its discretion, may award bonuses to employees, based on Company
performance and each employee's performance goals. The intent of a bonus is to
motivate and reward performance of employees measured against specific goals and
in light of the competitive compensation practices of comparable companies. The
goals vary with each employee's responsibilities rather than being fixed by
reference to overall measures of Company performance. Finally, stock options are
viewed as a fundamental element in the total compensation program and, in
keeping with the Company's basic philosophy, emphasize long term Company
performance as measured by the creation and enhancement of shareholder value,
fostering a community of interest between shareholders and employees. The
specific determination of the number of options to be granted, however, is not
based upon any specific criteria. Although options may be granted at any price
(but, under the 1998 Plan, not less than $14.00 in the case of executive
officers employed as of September 29, 1998), options generally have been granted
at the fair market value of the underlying shares on the date of grant. The
Committee also relies on recommendations of management regarding option grants.

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The compensation for the Company's Chief Executive Officer is based on
the salary required by the terms of the Company's employment agreement for the
Chief Executive Officer and, with respect to any discretionary bonus the
Committee may award, among other factors, his ability to obtain necessary
financing to fund the Company's operations, expand sales growth opportunities,
integrate various operations and continue to guide the Company in its role in
servicing the fresh-cut produce industry as the same may expand. In evaluating
the performance of the Company's executive officers, including the Chief
Executive Officer, the Committee noted that the Company's 1999 sales had fallen
slightly, from $32,978,000 to $30,307,000, although this was due mainly to
particular issues within the Company's corn business; the continued development
in 1999 of the Company's processing technologies, as evidenced by (i) the
strategic partnership with Reser's Fine Foods, Inc. for fresh-cut and blanched
potato products, as well as the outsourcing of production and distribution of
the Company's fresh-cut potato products, which was outsourcing was completed
shortly after the 1999 year end, (ii) the exclusive licensing arrangement with
Monterey Mushrooms announced in early 2000, (iii) continued work with Farmington
Fresh on apples, together with confirmation of patent approval for the Company's
"Apple Fresh" processing technology and (iv) restructuring of the Company's corn
business to provide a better platform for profitable growth in 2000 onwards,
including the completion of a new state-of-the-art fresh corn processing
facility in Darien, Wisconsin, which was approved by The Sholl Group, on behalf
of The Pillsbury Company; continued development of the Company's proprietary
perforating technology, as evidenced by new produce orders gained in the U.K. at
the end of 1999, together with a number of ongoing development projects covering
a range of applications, which, if successful, could yield material and
profitable incremental revenue streams; completion of the sale and leaseback of
land and buildings at the Company's Spanish subsidiary; and completion of
conversion of the remaining Series D Preferred Stock to Common Stock, thereby
ameliorating the perceived adverse impact of the conversion features associated
with the Series D Preferred Stock on the market price of the Common Stock. The
satisfaction of certain performance criteria and qualitative criteria,
consideration from time-to-time by the Committee, without any formulae or strict
industry comparisons, including, management skills and leadership ability, are
the bases upon which the committee evaluates compensation decisions for its
executive officers, including the Chief Executive Officer.

QUALIFYING EXECUTIVE COMPENSATION FOR DEDUCTIBILITY UNDER APPLICABLE PROVISIONS
OF THE INTERNAL REVENUE CODE

Section 162(m) of the Internal Revenue Code of 1986, as
amended, provides that a publicly held corporation generally may not deduct
compensation for its chief executive officer or for each of certain other
executive officers to the extent that such compensation exceeds $1,000,000 for
the executive or does not qualify as a "performance based" compensation
arrangement. The Committee currently intends to consider taking such actions as
may be appropriate to qualify compensation received by such executives upon
exercise of options granted under the Company's stock option plans for
deductibility under Section 162(m), although it has not done so in the past. The
Committee notes that base salary and bonus levels are currently expected to
remain below the $1,000,000 limitation.

This report is furnished by the Compensation Committee of the Board of Directors

May 8, 2000

W. Ward Carey
A.S. Clausi

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STOCK PERFORMANCE GRAPH

The following graph compares the percentage change in
cumulative total stockholder return on the Common Stock since December 30, 1995
to December 31, 1999 (comparing the difference between the price of the Common
Stock at the beginning and end of the measurement period) with the cumulative
total return on the Nasdaq Composite (U.S.) Index and the Nasdaq Industrial
Index over the same period. The comparison assumes $100 was invested on December
30, 1995 in the Common Stock and in each of the indices and assumes reinvestment
of dividends, if any, from that date to December 31, 1999. The Company has not
paid cash dividends on the Common Stock. Historic stock prices are not
indicative of future stock price performance. (1)

COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG EPL TECHNOLOGIES, INC.,
THE NASDAQW INDUSTRIAL INDEX
AND THE NASDAQ COMPOSITE (U.S.) INDEX

[LINE GRAPH]

CUMULATIVE TOTAL RETURN

12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
-------- -------- -------- -------- --------

EPL TECHNOLOGIES, INC. $100 $176.36 $178.18 $138.18 $29.09

NASDAQ INDUSTRIAL $100 $122.71 $149.25 $208.40 $386.77

NASDAQ COMPOSITE (U.S.) $100 $115.03 $126.57 $135.20 $232.09

(1) The Common Stock has traded on the Nasdaq Small Cap Market since September
1999 and from July 1996 to May 1998. From May 1998 to September 1999 the Common
Stock traded on the Nasdaq Stock Market's National Market.

This Stock Performance Graph shall not be deemed incorporated
by reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933, as amended (the
"Securities Act"), or under the Securities Exchange Act of 1934 (the "Exchange

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Act"), except to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under the
Securities Act or the Exchange Act and is not to be deemed to be soliciting
material.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In March 1999, Paul L. Devine, the Company's Chairman and
Chief Executive Officer, agreed to extend to the Company on a short-term basis a
revolving credit facility in an amount of up to $500,000, of which $389,400 is
outstanding as of the date of this Proxy Statement. The Company's obligations
under this facility are unsecured, and amounts outstanding thereunder bear
interest at a rate of nine percent (9%) per annum. Mr. Devine has agreed to
defer repayment of the remaining balance owed to him until such time as the
Company is able to do so. The Company has agreed to pay all reasonable
out-of-pocket expenses incurred by Mr. Devine in connection with advancing funds
to the Company under this facility.

The Company from time-to-time has granted to certain of its
non-employee directors a number of options to purchase shares of Common Stock
upon the initial election of such director to the Company's Board of Directors
to provide incentive for a high level of dedication in the future and to align
the interests of such directors with the interests of the Company's
shareholders. On March 26, 1999, the Company granted, under the 1998 Plan, to
each of Al S. Clausi and W. Ward Carey ten-year options to purchase 50,000
shares of Common Stock at $4.6063, an exercise price which represents 110% of
the closing price of the Common Stock on the date of grant. Such options were
fully vested as of the date of grant. In addition, as of March 28, 2000, the
Company granted, under the 1998 Plan, to each of Messrs. Clausi and Carey
ten-year options to purchase 50,000 shares of Common Stock at $2.48 per share,
an exercise price which represents 110% of the closing price of the Common Stock
on the date of grant. Such options were fully vested as of the date of grant.

In December 1999, two investment funds affiliated with Lancer
Partners, L.P., a holder of over 5% of the outstanding Common Stock, granted the
Company a six-month credit facility of $3,500,000, which amount was fully drawn
as at December 31, 1999. The facility carries a stated interest at the rate of
12% per annum and is secured by a pledge of certain assets of the Company. In
connection with this facility, the Company issued to Lancer Offshore, L.P. (one
of the lenders) two million shares of Common Stock and issued a warrant to
acquire 350,000 shares of Common Stock at an exercise price of $0.50 per share.
On May 18, 2000, the lenders under the facility and the Company agreed to
restructure the facility as follows: (a) the maturity date of the facility was
extended for three months to September 1, 2000; (b) interest payments are to
commence in June 2000 and any interest payments required prior to that date have
been waived; and (c) the Company may retain up to $1,500,000 of the net proceeds
of any equity offering made by the Company during the term of the facility; 50%
of the net proceeds of any such equity offering in excess of $1,500,000 are to
be used to pay down the facility (under the terms of the original facility, 50%
of any proceeds of any equity offering made by the Company during the term of
the facility were to be used to pay down the facility). In connection with this
restructuring, the Company issued: (i) an aggregate of one million shares of
Common Stock to the lenders; and (ii) 150,000 shares of Common Stock to a third
party which participated in the negotiation of the restructuring.

Also in December 1999, the Company issued to Joseph Giamanco
and GHM, Inc., each holders of over 5% of the outstanding Common Stock, an
aggregate of 2,901,354 shares of Common Stock in exchange for which the Company
received $1,500,000. In connection with these transactions, the Company issued
to Joseph Giamanco and GHM, Inc. warrants to purchase an aggregate of one
million shares of Common Stock at an exercise price of $0.51 per share.

On December 31, 1999, Wayne Close, a holder of more than 5% of
the outstanding Common Stock, and his wife, purchased 681,090 shares of Common
Stock for $330,000. In addition, a warrant to acquire 238,571 shares of Common
Stock at an exercise price of $0.6562 per share was issued to Mr. Close in
connection with this transaction.

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In December 1999, Wayne Close, Joseph Giamanco and GHM, Inc.,
in the aggregate purchased for $414,000 414 shares of Series D Stock from the
holders thereof. This Series D Stock was then converted into 791,738 shares of
Common Stock. In connection with these transactions, the Company issued: a) to
Joseph Giamanco and GHM, Inc. warrants to purchase an aggregate of one million
shares of Common Stock at an exercise price of $0.51 per share and b) a warrant
to Wayne Close to purchase 40,000 shares of Common Stock at an exercise price of
$0.6562 per share.

INDEPENDENT AUDITORS

Deloitte & Touche LLP, independent auditors, audited the
financial statements of the Company for the fiscal year ended December 31, 1999.
Representatives of Deloitte & Touche LLP are expected to attend the Annual
Meeting, will have the opportunity to make a statement if they desire to do so
and are expected to be available to respond to appropriate questions. The Board
has selected Deloitte & Touche LLP as the independent auditors to audit the
Company's financial statements for the fiscal year ending December 31, 2000.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT 1934

Section 16(a) of the Exchange Act 1934, as amended, (the
"Exchange Act") requires that the Company's directors, officers and persons who
own more than 10% of a registered class of the Company's equity securities ("10%
Holders") to file with the Securities and Exchange Commission ("SEC") initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Directors, officers and 10% Holders are
required by SEC regulations to furnish the Company with copies of all of the
Section 16(a) reports they file. Based solely upon a review of the copies of the
forms furnished to the Company and the representations made by the reporting
persons to the Company, the Company believes that during 1999 its directors,
officers and 10% Holders complied with all filing requirements under Section
16(a) of the Exchange Act.

SHAREHOLDER PROPOSALS - 2001 ANNUAL MEETING

Under Rule 14a-8 of the Exchange Act 1934, as amended ("Rule
14a-8"), proposals of shareholders intended to be presented at the annual
meeting of shareholders in 2001 must be received by January 5, 2001 in order to
be considered for inclusion in the Company's Proxy Statement and form of proxy
relating to that annual meeting. If the 2001 Annual Meeting date is more than 30
days away from the anniversary of the 2000 Annual Meeting date, the Company will
disclose changes in the January 5, 2001 deadline in its earliest possible report
on Form 10-Q. Shareholder proposals should be directed to the Company's
Secretary, at the address of the Company set forth on the first page of this
Proxy Statement.

OTHER MATTERS

The Board knows of no matter, other than as referred to in
this Proxy Statement, that will be presented at the Annual Meeting. However, if
other matters properly come before the Annual Meeting, or any adjournment or
postponement thereof, the person or persons voting the proxies will vote them in
accordance with their judgment in such matters.

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ANNUAL REPORT ON FORM 10-K/A

THE COMPANY WILL PROVIDE, WITHOUT CHARGE, TO EACH
PERSON SOLICITED BY THIS PROXY STATEMENT, ON THE WRITTEN REQUEST OF ANY SUCH
PERSON, A COPY OF THE FINANCIAL STATEMENTS, EXHIBITS AND SCHEDULES THAT ARE
ATTACHED TO THE COMPANY'S ANNUAL REPORT ON FORM 10-K/A AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION FOR ITS MOST RECENT FISCAL YEAR. SUCH WRITTEN
REQUEST SHOULD BE DIRECTED TO THE ATTENTION OF THE COMPANY'S SECRETARY AT THE
ADDRESS OF THE COMPANY APPEARING ON THE FIRST PAGE OF THIS PROXY STATEMENT OR
FAXED TO THE COMPANY AT (610) 521-5985.

BY ORDER OF THE BOARD OF DIRECTORS,

Michael S. Leo
Secretary

May 26, 2000