SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C 20549

                                    ---------
                                   FORM 10-K/A
                          Amendment No. 1 to Form 10-K

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2002
                                             -----------------
                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

           For the transition period from_____________ to_____________

                         Commission file number 0-11877
                                                -------

                                ELXSI CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                    77-0151523
  -------------------------------           ------------------------------------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)

    3600 Rio Vista Avenue, Suite A, Orlando FL                     32805
    ------------------------------------------                   ----------
     (Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code:  (407) 849-1090
                                                     --------------

Securities registered pursuant to Section 12(b) of the Act:

      Title of each class         Name of each exchange on which registered
      -------------------         -----------------------------------------
             None                               Not Applicable

Securities registered pursuant to Section 12(g) of the Act:

   Common Stock, par value $0.001, and associated Common Stock Purchase Rights
   ---------------------------------------------------------------------------
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [ ] Yes [X] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the Registrant is an accelerate filer (as defined
in Exchange Act Rule 12b-2). Yes [ ] No [X]

The approximate aggregate market value of the voting stock held by
non-affiliates of the Registrant, based upon the closing price of the Common
Stock on April 15, 2003, as reported by The Nasdaq Stock Market was
approximately $7,520,000. On April 15, 2003, the Registrant had outstanding
4,012,197 shares of Common Stock.

<PAGE>

                                    PART III

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

Set forth below is certain biographical information regarding the directors and
executive officers of ELXSI Corporpation (together with its subsidiaries, the
"Company"), some of whom hold positions with the Company's wholly-owned
subsidiary, ELXSI ("ELXSI"), the Company's Bickford's Family Restaurants
operations ("Bickford's") and/or ELXSI's Cues Division ("Cues"). Each
individual's biographical information was furnished by him to the Company.


        Name                 Age                   Position
        ----                 ---                   --------
Alexander M. Milley(1)(2)    50     Chairman, President, Chief Executive Officer
                                    and Director of the Company and ELXSI;
                                    President and Chief Executive Officer of
                                    Bickford's and Cues
Farrokh K. Kavarana(2)(3)    58     Director
Kevin P. Lynch(1)            44     Director; Vice President of the Company,
                                    ELXSI and Bickford's
Denis M. O'Donnell(2)(3)     49     Director
Robert C. Shaw(1)(3)         50     Director
David M. Doolittle           41     Chief Financial Officer of the Company,
                                    Bickford's and Cues; Vice President,
                                    Treasurer and Secretary of the Company and
                                    ELXSI

--------------------
(1)      Member of the Executive Committee of the Board
(2)      Member of the Compensation Committee of the Board
(3)      Member of the Audit Committee of the Board

         Alexander M. Milley became Chairman of the Board of Directors and Chief
Executive Officer of the Company on September 25, 1989 and was elected President
of the Company in August 1990. He serves in the same positions for ELXSI and is
also President and Chief Executive Officer of Bickford's and Cues. Mr. Milley is
the founder, President, sole director and majority shareholder of Milley
Management Incorporated ("MMI"), a private investment and management consulting
firm. Mr. Milley is also the President of Cadmus Corporation ("Cadmus"), another
private investment and management consulting firm that is the former owner of
Cues and with which ELXSI has a management agreement. See "Certain Relationships
and Related Transactions -- Management Agreement" below. From August 1985 to May
1986, Mr. Milley was Chairman of Neoax, Inc., now an environmental services
company known as Envirosource, Inc. and then a diversified custom vehicle and
precision metal manufacturing company. Mr. Milley was Senior Vice
President-Acquisitions from December 1983 until July 1986 of The
Dyson-Kissner-Moran Corporation, a private investment company. Mr. Milley is
also a director of Molecular Diagnostics, Inc. ("Molecular Diagnostics"), which
develops cost-effective, laboratory-based and point-of-care screening systems to
assist in the early detection of cervical, gastrointestinal and other cancers,
and Chairman of the Board of Azimuth Corporation ("Azimuth"), which is a leading
specialty fuse distributor and a designer and manufacturer of tradeshow exhibits
and similar installations. Cadmus and Azimuth are significant stockholders of
the Company. See "Security Ownership of Certain Beneficial Owners and
Management" below.

         Farrokh K. Kavarana became a director of the Company on September 25,
1989. He is currently the Executive Chairman of Tata Infotech Ltd. and Chairman
of Tata AIG Life Insurance Company Ltd. as well as Tata AIG General Insurance
Company Ltd. Between 1994 and March 2001 he was an Executive Director of the
Tata Engineering and Locomotive Company Limited (TELCO), a member of the Tata
Group of India. Prior to that he had been Vice-Chairman and Managing Director of
Tata International AG, an international holding company that owns the Tata
Group's overseas holdings and investments. Mr. Kavarana is a director of
numerous non-U.S. companies, including Tata Industries Ltd., Tata Sons Ltd. of
India, Tata International AG, Switzerland, and Tata Technologies Pte. Ltd.,
Singapore (formerly Tata-ELXSI). Mr. Kavarana is affiliated with the Tata Group,
whose overseas affiliates are controlling shareholders of Aggel Enterprises,
Ltd., an investment holding company. See "Security Ownership of Certain
Beneficial Owners and Management" below.

                                       2
<PAGE>

         Kevin P. Lynch became a director of the Company on September 25, 1989
and has served as Vice President of the Company since September 24, 1991 and
Vice President of ELXSI and Bickford's since June 25, 1991. He has served as a
Vice President of MMI since September 1988. From October 1986 until September
1988, Mr. Lynch was a Corporate Development executive at Macmillan, Inc.

         Denis M. O'Donnell became a director of the Company on May 23, 1996.
Since 1997, he has been Managing Director of Seaside Advisors, L.L.P., an
investment fund specializing in small capitalization private placements. Since
1998, Dr. O'Donnell has been a director of Novavax, Inc., a company engaged in
the development of pharmaceutical products, and is now its Chairman. Prior
thereto, he was a Senior Advisor to Novavax from 1997 and its President from
1995 to 1997. Dr. O'Donnell has been a director of Molecular Diagnostics since
1998 and, since 1999, has been a director of Columbia Laboratories, Inc., a
pharmaceutical company. In 2000, Dr. O'Donnell became a director of American Bio
Medica Corp., a medical diagnostics company.

         Robert C. Shaw has been a director of the Company since September 25,
1989. He also served as Treasurer of the Company from September 1989 to January
1990. Mr. Shaw has been a Vice President of MMI since March 1989, an officer
and/or director of Azimuth and/or certain subsidiaries thereof since November
1990, a director of Cadmus since January 1992 and a director of Molecular
Diagnostics (or its predecessor) since November 1989. See "Certain Relationships
and Related Transactions -- Management Agreement" below. Prior to March 1989, he
was Vice President of Berkeley Softworks Incorporated ("Berkeley") from
September 1987 until March 1989. From January 1987 until September 1987 he was
Vice President, and from July 1985 until January 1987 he was Director of Finance
and Operations, of Ansa Software Incorporated ("Ansa"). Berkeley and Ansa
developed and produced personal computer software.

         David M. Doolittle has served as Vice President of the Company and
ELXSI since June 1991. Mr. Doolittle was elected Chief Financial Officer,
Treasurer and Secretary of the Company and ELXSI in September 1999. He has been
Director and Vice President of Cadmus since December 1992, Vice President of MMI
since July 1995 and Vice President, Treasurer and Assistant Secretary of Azimuth
since September 1999. See "Certain Relationships and Related Transactions--
Management Agreement" below. Since February 1996, Mr. Doolittle has served as
Chief Financial Officer of Cues. From November 1987 to May 1991, Mr. Doolittle
was an accountant at Grant Thornton, a certified public accounting firm.

Section 16(a) Beneficial Ownership Reporting Compliance

         Under the securities laws of the United States, the Company's
directors, its executive officers, and any persons holding more than ten percent
of the Company's Common Stock are required to report their initial ownership of
the Company's Common Stock and any subsequent changes in that ownership to the
SEC. Specific filing deadlines of these reports have been established and the
Company is required to disclose in this Proxy Statement any failure to file by
these dates during the fiscal year ended December 31, 2002. To the best of the
Company's knowledge, all of these filing requirements have been satisfied. In
making this statement, the Company has relied solely on written representations
of its directors and executive officers and any ten percent stockholders and
copies of the reports that they filed with the Commission.

ITEM 11.          EXECUTIVE COMPENSATION

The following table summarizes the total compensation of the Chief Executive
Officer of the Company and of the other named executive officers of the Company
for the year ended December 31, 2002.

                                       3
<PAGE>

                           Summary Compensation Table
                           --------------------------
<TABLE>
<CAPTION>

                                                                                 Long-Term
                                           Annual Compensation                  Compensation
                                           -------------------              ---------------------
                                                                             No. of
                                                                           Shares of
                                    Fiscal                                   Common
                                     Year                                    Stock        All Other
          Name and                  Ended                                  Underlying      Compen-
     Principal Position            Dec. 31     Salary ($)     Bonus ($)     Options        sation
     ------------------            -------     ----------     ---------     -------        ------
<S>                                  <C>        <C>             <C>          <C>           <C>
Alexander M. Milley                  2002       186,884             --       2,500             --
Chairman, President                  2001       177,985             --          --             --
& Chief Executive Officer            2000       180,947             --       2,500             --

Daniel E. Bloodwell (1)              2002       102,846             --          --         91,302(2)
Vice President of ELXSI,             2001       140,539             --          --             --
President of Bickford's              2000       140,000         22,500         600             --

David M. Doolittle                   2002       112,476             --          --             --
Chief Financial Officer,             2001       110,000             --          --             --
Treasurer & Secretary                2000       110,000             --          --             --

Kevin Lynch                          2002       130,000             --       2,500             --
Vice President of the Company,       2001       130,000             --          --             --
ELXSI and Bickford's                 2000       130,000         17,500       3,100             --
</TABLE>
----------------------

(1)      Mr. Bloodwell resigned from the Company in September 2002.
(2)      Represents payment of additional compensation to Mr. Bloodwell equal to
         7% of the approximately $1,280,000 in payments to be paid to Mr.
         Bloodwell under the Bickford's Phantom Stock Option Plan, as amended,
         as a result of his exercise of rights thereunder during 2001. See
         "Bickford's Phantom Stock Option Plan" below.

Bickford's Phantom Stock Option Plan

         In 1991, ELXSI adopted the Bickford's Phantom Stock Option Plan (the
"PSO Plan"). Its only participants were Mr. Bloodwell (who resigned from the
Company in September 2002) and two present and one other recently-retired
Bickford's officers. At the inception of the PSO Plan, ELXSI granted to these
individuals Phantom Stock Option Rights ("PSOR's"), each representing one
percentage point, for an initial investment ranging from $25,000 to (in the case
of Mr. Bloodwell) $40,833. Each holder of a PSOR was entitled to receive, upon
exercise, a cash payment equal to: (a) the product of (i) the sum of the
appraised value of Bickford's assets at the time of exercise less all then
existing liabilities of the Company or ELXSI related to Bickford's, including
any debt incurred to acquire Bickford's, debt incurred for Bickford's-related
acquisitions and debt used for the working capital needs of Bickford's, and (ii)
a percentage equal to the PSOR's then held by the holder; minus (b) an exercise
price of approximately $74,000 per PSOR less such holder's initial investment.
On July 2, 2001, the four PSOR holders exercised in full their rights to receive
payment under the PSO Plan.

         In December 2001, ELXSI and the PSOR holders agreed on the amount and
timing of the payments to be received by the PSOR holders as a result of their
exercises under the PSO Plan. This agreement provided that the holders would
receive approximately $3,638,000 in aggregate payments (the "Balance Amounts")
with approximately three-quarters of the Balance Amounts due to be paid by
October 1, 2002. The remaining Balance Amounts were to be paid by October 1,
2003. Until the Balance Amounts owed by the Company were paid off in full, the
Company agreed to make quarterly payments to the PSOR holders equal to 7% of the
unpaid Balance Amounts owed to them as additional compensation. Since December
2001, the Company has not paid any of the outstanding Balance Amounts and,
during fiscal 2002, the Company paid an aggregate of $259,000 to the PSOR
holders, representing the 7% payments of additional compensation owed to them.

                                       4
<PAGE>

         In March 2003, the Company entered into a new agreement with three of
the PSOR holders with respect to their Balance Amounts and additional
compensation. Under this new agreement, the Company is now only obligated to pay
the 7% payments owed as additional compensation until the later of January 31,
2004 or the date on which the Company's senior lending bank is paid in full, at
which point the unpaid Balance Amounts will become payable in monthly
installments over four years on a "mortgage" amortization basis. The Company's
obligation to pay any installment of the Balance Amounts is subject to approval
of the Company's Board of Directors, subject to certain limitations. Mr.
Bloodwell is one of these three PSOR holders.

         In March 2003, the Company also reached an agreement-in-principal with
the fourth PSOR holder, James P. Shine. Under the terms of the agreement, the
Company will postpone its payments of the unpaid Balance Amounts owed to Mr.
Shine under the PSO Plan for a four year period at which time the unpaid Balance
Amounts owed to Mr. Shine will become due and payable. During the four year
period, the Company will pay Mr. Shine monthly payments equal to an annualized
rate of 7% of the unpaid Balance Amounts owed to Mr. Shine under the PSO Plan as
additional compensation. Mr. Shine will also have a lien on one Bickford's
property in order to secure the unpaid Balance Amounts he is owed under the PSO
Plan.

Common Stock Options

         The following table sets forth the stock options granted to the
Company's named executive officers during the fiscal year ended December 31,
2002.

<TABLE>
<CAPTION>
                                                                                            Potential Realizable Value
                                                                                            at Assumed Annual Rates of
                                                                                             Stock Price Appreciation
                                               Individual Grants                                for Option Term (3)
                     -------------------------------------------------------------------    -------------------------
                        Number of          % of Total
                        Securities          Options
                        Underlying         Granted to
                          Options         Employees in     Exercise Price    Expiration
        Name            Granted (1)       Fiscal Year       ($/share)(2)        Date          5% ($)        10% ($)
-------------------  ----------------   ----------------   --------------   ------------    ----------    -----------
<S>                        <C>                <C>               <C>           <C>            <C>           <C>
Alexander M. Milley        2,500              14.3%             $3.61         10/8/12        $  5,676      $ 14,384

Kevin Lynch                2,500              14.3%             $3.61         10/8/12        $  5,676      $ 14,384
</TABLE>
-----------------
(1)      The options were granted under the Company's stock option plans and are
         fully vested.

(2)      The exercise price is equal to the fair market value of the stock on
         the date of grant.

(3)      The 5% and 10% assumed rates of annual compounded stock price
         appreciation are set forth in the rules of the Securities and Exchange
         Commission (the "SEC") and do not represent the Company's estimate or
         projection of future Common Stock prices.

         The following table presents information as to the value of unexercised
in-the-money options granted under the Company's incentive stock option plans
and held at year-end by the executive officers named in the Summary Compensation
Table above.

                                       5
<PAGE>

                   Aggregated Option Exercises in Last Fiscal
                   ------------------------------------------
                     Year and Fiscal Year-End Option Values
                     --------------------------------------

<TABLE>
<CAPTION>

                                                         Number of Securities               Value of Unexercised
                                                     Underlying Unexercised Options    In-the-Money Options at Fiscal
                              Shares                      at Fiscal Year-End                    Year-End (1)
                             Acquired       Value     ----------------------------     -----------------------------
Name                        on Exercise    Realized   Exercisable    Unexercisable     Exercisable     Unexercisable
----                        -----------    --------   -----------    -------------     -----------     -------------
<S>                             <C>           <C>        <C>              <C>               <C>              <C>
Alexander M. Milley             --            --         187,500              0             $0               $0

David M. Doolittle              --            --         115,000          7,500             $0               $0

Daniel E. Bloodwell             --            --               0              0             $0               $0

Kevin Lynch                     --            --         126,550          1,550             $0               $0
</TABLE>
--------------------

(1)      Assumes a fair market value per share of Common Stock of $2.55, the
         December 31, 2002 closing price.

Compensation of Directors

         Cash Compensation. Since 1989, the directors of the Company have
received no cash compensation for their services as such, except for
reimbursement of reasonable expenses of attending meetings.

         Other Compensation. During 2002, the directors of the Company each
received an option to purchase 2,500 shares of Common Stock, but did not receive
any other compensation for their services as directors.

Employment Agreements

         In mid-1997, ELXSI and Mr. Milley entered into an Employment Agreement,
dated as of June 30, 1997 (the "Milley Employment Agreement"), which, in the
main: (i) provides for the employment of Mr. Milley as the Chairman of the
Board, President and Chief Executive Officer of both the Company and ELXSI and
as President and Chief Executive Officer of Cues; (ii) requires Mr. Milley to
devote substantially his entire professional time, attention and energies
(reasonable vacation, periods of illness and the like excepted) to the
performance of all the duties, responsibilities and functions incident to those
offices; and (iii) accordingly, places on Mr. Milley primary executive
responsibility for each of the Company, ELXSI and Cues. Also in mid-1997, ELXSI
and Mr. Doolittle entered into an Employment Agreement, dated as of June 30,
1997 (collectively with the Milley Employment Agreement, the "Employment
Agreements"), pursuant to which Mr. Doolittle serves in various capacities with
the Company, ELXSI and Cues, including Chief Financial Officer. Prior to the
time that the Employment Agreements became effective, there was no formal
employment or similar agreement between the Company or any of its subsidiaries
and either Messrs. Milley or Doolittle (hereinafter, the "Executives"). The term
of the Employment Agreements commenced on June 30, 1997, originally extended
until June 30, 2005 (the "Initial Term") and can be renewed or extended with the
approval of the Board of Directors of the Company and the consent of the
Executive parties, on such terms and conditions as they may agree. During 1999,
ELXSI, with the approval of the Board of Directors of the Company, agreed to
extend the Initial Term of the Employment Agreements by two years, until June
30, 2007.

                                       6
<PAGE>

         Pursuant to the Employment Agreements, the Executives' respective base
salary compensation was increased to: (i) $150,000 per annum in the case of Mr.
Milley and $95,000 per annum in the case of Mr. Doolittle; plus (ii) an
additional, cumulative 5% increase that becomes effective on each subsequent
June 30 during its term. The Employment Agreements also entitle the Executives:
(a) to participate in such stock option, profit sharing and bonus plans as are
made available to other senior executives of ELXSI; (b) to be covered (together
with their spouses and minor children) by any and all group health, dental, life
insurance and disability plans made available to senior executives of ELXSI, the
Company or any of its subsidiaries or divisions generally; (c) to the use of a
suitable executive company car; (d) to take four weeks of paid vacation during
each year; and (e) to reimbursement for reasonable travel, lodging,
entertainment, professional promotion and other appropriate business expenses
incurred in the course of their duties on behalf of ELXSI, the Company or any of
its subsidiaries or divisions. The Employment Agreements do not limit or
restrict the right or ability of ELXSI (acting with the authorization of the
Board of Directors of the Company or the Compensation Committee thereof) to
grant or award other or additional compensation to the Executives, in whatever
form at any time, or to limit or restrict the right or ability of ELXSI to
prospectively or conditionally grant or award any such other or additional
compensation.

         The Employment Agreements also provide that if an Executive's
employment is terminated at any time for any reason (including by reason of a
failure to renew or extend prior to the expiration of the Initial Term), then
prior to (and as a condition to) such termination, ELXSI must pay to the
Executive a lump-sum amount equal to: (i) the amount of base salary compensation
that would have been (but for such termination) paid over the one-year period
commencing with the effective date of such termination, plus (ii) if such
termination is to take effect prior to the expiration of the Initial Term, the
amount of base salary compensation that would have been (but for such
termination) paid over the remaining Initial Term, less (iii) a present value
discount calculated at an annual rate of 6% and taking into account the timing
of the base salary payments that would have been made to the Executive during
the remaining term of the Employment Agreement (and, in the case of the
foregoing clause (i), during the one-year period commencing with the effective
date of the termination) assuming (for this purpose) that the employment of the
Executive under the applicable Employment Agreement had not been terminated.

         Also in the event that either Executive's employment under his
Employment Agreement is terminated at any time for any reason, he (if he is
alive) and his spouse and minor children shall continue, for the period of time
from and after the effective date of such termination until the date specified
hereinbelow, to be covered, at ELXSI's expense, by any and all insurance plans
made available to senior executives of the ELXSI, the Company or any of its
subsidiaries or divisions generally. Such period of time shall end: (i) in the
case of a termination on or after the expiration of the Initial Term, on the
earlier to occur of (x) the first anniversary of such termination and (y) the
date that the Executive shall have obtained other employment with insurance
benefits equivalent to (or in excess of) those provided for under this
Employment Agreement; and (ii) in the case of a termination prior to the
expiration of the Initial Term, on the earlier to occur of (x) June 30, 2008 and
(y) the date that the Executive shall have obtained other employment with such
equivalent (or excess) insurance benefits.

         Under the Employment Agreements, the Executives agreed that during the
term thereof and for a period of one year thereafter he will not engage in, or
be employed or retained by or have certain other proscribed connections with,
any business or enterprise that competes with any business or enterprise being
pursued by the Company or any subsidiary or division thereof; provided that the
foregoing will not apply to an Executive whose employment is terminated by him
with good legal reason, by ELXSI without good legal cause or due to the
expiration of his Employment Agreement term. The Employment Agreements also
contain provisions prohibiting the disclosure or use by the Executives of
non-public information confidential and/or proprietary to the Company or any of
its subsidiaries or divisions.

Compensation Committee Interlocks and Insider Participation

         Throughout 2002, the Company's Compensation Committee was comprised of
Messrs. Milley, Kavarana and O'Donnell. Throughout 2002, Mr. Milley also served
as Chairman, President and Chief Executive Officer of the Company and ELXSI and
as President and Chief Executive Officer of its Cues division. Since September
2002, Mr. Milley has also served as President and Chief Executive Officer of
Bickford's. Throughout 2002, Messrs. Doolittle, Milley and Shaw all served as
directors and/or executive officers of Azimuth. Messrs. Milley, Shaw and
O'Donnell were directors and/or executive officers of Molecular Diagnostics
throughout 2002. Messrs. Milley, Shaw and Doolittle were directors and/or
executive officers of Cadmus throughout 2002.

                                       7
<PAGE>

ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         As of April 15, 2003, the Company had outstanding 4,012,197 shares of
Common Stock. The following table sets forth certain information regarding the
ownership of the Company's Common Stock by each of the Company's directors, each
of the executive officers of the Company who are named in the "Executive
Compensation" section above, directors and executive officers of the Company as
a group, and all those persons and entities known by the Company to be
beneficial owners of more than five percent (5%) of the Common Stock, based upon
information furnished by the respective beneficial owners.

<TABLE>
<CAPTION>
                                                         Common Stock of the
                                                     Company Beneficially Owned
                                                       as of April 15, 2003(1)
                                            -----------------------------------------------
               Name                           Number of Shares           Percent of Class
-------------------------------------       --------------------       --------------------
<S>                                              <C>                          <C>
Alexander M. Milley
3600 Rio Vista Avenue, Suite A
Orlando, Florida  32805                          2,273,514(2)                 52.6%

Farrokh K. Kavarana(3)                              59,100(4)                  1.5%

Kevin P. Lynch(3)                                  130,997                     3.2%

Robert C. Shaw(3)                                  295,511(5)                  6.7%

Denis M. O'Donnell(3)                               49,900                     1.2%

David M. Doolittle (3)                             337,433(5)                  7.5%

Peter R. Kellogg
Spear, Leeds & Kellogg
120 Broadway
New York, New York  10271                          788,000(6)                 19.6%

Aggel Enterprises, Ltd.
11 Duddell Street, 12th Floor
Hong Kong                                          325,940(7)                  8.1%

  All executive officers and                     3,146,455(2)(4)(5)           57.5%
     directors as a group (6 persons)
</TABLE>

-----------------------
(1)      Numbers and percents in the table and footnotes are calculated in
         accordance with Rule 13d-3 under the Securities Exchange Act of 1934,
         as amended ("Rule 13d-3"). Each of the named persons and groups has
         sole voting and dispositive power with respect to the shares shown,
         except as otherwise indicated. Includes shares issuable upon exercise
         of stock options granted by the Company that are exercisable currently
         or within 60 days, as follows: Farrokh K. Kavarana: 57,500 shares;
         Kevin P. Lynch: 127,800 shares; Alexander M. Milley: 187,500 shares;
         Robert C. Shaw: 72,500 shares; Denis M. O'Donnell: 35,000 shares; David
         M. Doolittle: 122,500 shares; and all executive officers and directors
         as a group: 602,800 shares. Excludes shares issuable upon exercise of
         stock options granted by the Company that become exercisable in more
         than 60 days, as follows: Kevin P. Lynch: 300 shares; and all executive
         officers and directors as a group: 300 shares.

(2)      Consists entirely of: (i) 112,347 outstanding shares and 118,762 shares
         of Common Stock issuable upon the exercise of currently exercisable
         warrants held by Eliot Kirkland L.L.C. ("EKLLC"), of which Mr. Milley
         is the sole manager, the President and a member; (ii) 265,172 shares
         held by Cadmus Corporation ("Cadmus"), of which Mr. Milley is the
         Chairman, President and an indirect controlling shareholder; (iii)
         590,200 shares held by ELX Limited Partnership ("ELXLP"), of which Mr.
         Milley is the sole general partner; (iv) 211,533 shares held by Azimuth

                                       8
<PAGE>

         Corporation ("Azimuth"), of which Mr. Milley is the Chairman, President
         and (through Cadmus) the sole holder of voting stock; and (v) 788,000
         shares held by Peter R. Kellogg or other "Kellogg Persons" party to the
         Kellogg Standstill Agreement (see "Certain Relationships and Related
         Transactions -- Rights Agreement Amendment; Kellogg Standstill
         Agreement" below), over which Mr. Milley has sole voting power but no
         dispositive power. Also includes 187,500 shares issuable upon exercise
         of stock options granted by the Company that are exercisable. Excludes
         60,004 shares of Common Stock held by The Alexander M. Milley
         Irrevocable Trust I (the "Milley Trust"), a trust for the benefit of
         certain members of Mr. Milley's immediate family, and 150,500 shares of
         Common Stock issuable upon the exercise of currently exercisable
         warrants held by the Milley Trust. Under Rule 13d-3, shares
         beneficially owned by the Milley Trust as determined thereunder are
         deemed not to be beneficially owned by Mr. Milley. EKLLC's, Cadmus's,
         ELXLP's and Azimuth's shares represent approximately 5.6%, 5.9%, 14.7%
         and 5.3%, respectively, of the outstanding Common Stock. Milley
         Management Incorporated ("MMI"), of which Mr. Milley is President, sole
         director and majority stockholder, is a controlling stockholder of
         Cadmus and so may be deemed to share the voting and dispositive power
         with respect to shares of Common Stock held by Cadmus; consequently,
         MMI may be deemed to beneficially own 265,172 shares, or approximately
         5.9%, of the outstanding Common Stock. The address of each of EKLLC,
         Cadmus, ELXLP, Azimuth and MMI is the same as that indicated above for
         Mr. Milley. All the shares of Common Stock held by ELXLP, and 231,505
         of the shares held by Cadmus, have been pledged to the Company and
         ELXSI to secure the ELXLP and Cadmus promissory notes described in
         "Certain Relationships and Related Transactions -- Loans to Cadmus and
         ELXLP" below.

(3)      The address of all directors and executive officers of the Company is
         c/o ELXSI Corporation, 3600 Rio Vista Avenue, Suite A, Orlando, FL
         32805.

(4)      Excludes an aggregate of 325,940 shares of Common Stock held by Aggel
         Enterprises, Ltd. and certain affiliated entities. Mr. Kavarana is
         affiliated with the controlling shareholders of Aggel Enterprises, Ltd.
         and its affiliates. Mr. Kavarana disclaims beneficial ownership of all
         of the foregoing shares.

(5)      Includes 211,533 shares held by Azimuth Corporation, of which Messrs.
         Shaw and Doolittle are officers, directors and controlling
         stockholders.

(6)      Includes: (i) 125,000 shares held by Cynthia Kellogg, Mr. Kellogg's
         wife; (ii) 310,500 shares held by I.A.T. Reinsurance Syndicate Ltd.
         ("IAT"), of which Mr. Kellogg is the sole holder of voting stock, and
         subsidiaries of IAT; (iii) 200,000 shares held by the Peter R. Kellogg
         & Cynthia Kellogg Foundation (the "Kellogg Foundation"), of which Mr.
         Kellogg is a trustee; and (iv) 50,000 shares held by the NOM Trust
         U/W/O James C. Kellogg III (the "Kellogg Trust"), of which Mr. Kellogg
         is a trustee. Mr. Kellogg: (a) has sole dispositive power with respect
         to the shares held by IAT and shared dispositive power with respect to
         the shares held by Mrs. Kellogg, the Kellogg Foundation and the Kellogg
         Trust, and (b) disclaims beneficial ownership of all of the foregoing
         shares. Mr. Kellogg, Mrs. Kellogg, IAT and its subsidiaries holding
         Common Stock, the Kellogg Foundation and the Kellogg Trust are the
         current "Kellogg Persons" party to the Kellogg Standstill Agreement
         and, pursuant thereto, have granted to Mr. Milley an irrevocable right
         to vote the shares of Common Stock held by them. See "Certain
         Relationships and Related Transactions--Rights Agreement Amendment;
         Kellogg Standstill Agreement" below.

(7)      Includes 69,784 shares owned of record or beneficially by other
         entities under common control with Aggel Enterprises, Ltd. Mr.
         Kavarana, a director of the Company, is affiliated with the controlling
         shareholders of Aggel Enterprises, Ltd. and its affiliates. Mr.
         Kavarana disclaims beneficial ownership of all shares beneficially
         owned by Aggel Enterprises, Ltd.



ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Management Agreement

         In connection with its 1989 restructuring, the Company entered into a
Management Agreement, dated September 25, 1989 (as amended, the "Management
Agreement"), with Winchester National, Inc. ("Winchester"), a private investment

                                       9
<PAGE>

and management consulting firm owned by Mr. Milley. In July 1991, the Company
transferred its rights and duties under the Management Agreement to ELXSI, its
wholly-owned subsidiary, and Winchester transferred its rights and duties under
the Management Agreement to MMI, of which Mr. Milley is the President and the
sole director and of which Mr. Milley and the Milley Trust, a trust for the
benefit of certain members of Mr. Milley's immediate family, are the only
stockholders. The Management Agreement initially was scheduled to expire on
September 30, 1992; in that year MMI and ELXSI agreed to an extension of its
term (i) through September 30, 1995 (the "Initial Term") and (ii) thereafter,
until terminated by either party with the approval of a majority of its Board of
Directors on not less than 90 days prior written notice to the other party.
Effective January 1, 1994, MMI transferred its rights and obligations under the
Management Agreement to Cadmus. Under an amendment entered into by ELXSI and
Cadmus in 1997 (the "1997 Amendment") the date for the earliest expiration of
the Initial Term was extended from September 30, 1995 to June 30, 2005, and
under another amendment agreed to by ELXSI and Cadmus in 1998 the date for the
earliest expiration of the Initial Term was further extended to June 30, 2007.

         Under the terms of the Management Agreement, Cadmus provides ELXSI with
advice and services with respect to its business and financial management and
long-range planning. Specific examples of services historically rendered to the
Company under this management agreement include: (a) furnishing the services of
certain executive officers and other employees of Cadmus; (b) ongoing evaluation
of division management; (c) preparing and reviewing division operating budgets
and plans; (d) evaluating new restaurant locations and menu changes; (e)
identifying, and assisting in the divestiture of, under-performing assets; (f)
evaluating financing options and negotiating with lenders; (g) assisting in the
compliance with securities laws and other public reporting requirements; (h)
communicating with stockholders; (i) negotiating and arranging insurance
programs; (j) monitoring tax compliance; (k) evaluating and approving capital
spending; (l) cash management services; (m) preparing market research; (n)
developing and improving management reporting systems; and (o) identifying and
evaluating acquisition candidates and investment opportunities. In addition,
Cadmus provides the Company with general administrative services, for which it
did not charge the Company for 2002.

         Under the Management Agreement, the management services provider became
entitled to receive, in addition to reimbursement for reasonable expenses, fee
compensation commencing upon ELXSI's having first achieved operating income (as
defined) of $1,250,000 for a fiscal quarter. Those fees may be discontinued
following any fiscal year in which such operating income is less than
$4,000,000, but shall be reinstated following the first fiscal quarter
thereafter in which ELXSI again attains quarterly operating income of at least
$1,250,000. Under these terms, the Management Agreement counterparty
(Winchester, MMI or Cadmus) had been receiving Management Agreement fees
continuously from October 1991 through December 2001. Operating income (as
defined) for fiscal year 2001 was less than $4,000,000; accordingly, ELXSI
discontinued paying Management Agreement fees in 2002. ELXSI will be obligated
to resume payment of such fees if and when operating income exceeds $1,250,000
for any fiscal quarter ending subsequent to January 1, 2002.

         Prior to the 1997 Amendment, the fee compensation payable by ELXSI
under the Management Agreement was $500,000 per annum. Pursuant to the 1997
Amendment, this compensation was increased, effective April 1, 1997, to (i)
$600,000 per annum plus (ii) an additional, cumulative 5% increase that becomes
effective on each April 1 during its term. Cadmus may request an increase in
such fee or escalator, but any such increase must be approved by a majority of
the independent directors of the Company. The Company did not pay any Management
Agreement fees to Cadmus for the year ended December 31, 2002.

         The Management Agreement provides that if Cadmus's services under the
Management Agreement are terminated at any time for any reason (including by
reason of a failure to renew or extend prior to the expiration of the Initial
Term), then prior to (and as a condition to) such termination, ELXSI must pay to
Cadmus a lump-sum amount equal to: (i) the amount of fees that would have been
(but for such termination) paid over the one-year period commencing with the
effective date of such termination, plus (ii) if such termination is to take
effect prior to the expiration of the Initial Term, the amount of fees that
would have been (but for such termination) paid over the remaining Initial Term,
less (iii) a present value discount calculated at an annual rate of 6% and
taking into account the timing of the fee payments that would have been made to
Cadmus during the remaining Initial Term (and, in the case of the foregoing
clause (i), during the one-year period commencing with the effective date of the
termination) assuming (for this purpose) that the services of Cadmus under the
Management Agreement had not been terminated. For purposes of the foregoing,
ELXSI's operating income for all relevant periods will be deemed to be in excess
of $4,000,000 if operating income for the full fiscal year most recently
completed prior to the relevant termination was equal to or in excess of such
amount.

                                       10
<PAGE>

         Each of Messrs. Milley, Shaw and Doolittle is an officer and/or
director of Cadmus; Messrs. Shaw and Lynch are minority shareholders of Cadmus;
and through MMI (a direct Cadmus stockholder), Mr. Milley is the controlling
shareholder of Cadmus. See "Directors and Executive Officers of the Company"
above.

Loans to Cadmus and ELXLP

         On June 30, 1997, ELXSI loaned to Cadmus $2,000,000 to finance its
purchase from Bank of America, N.A. ("BofA"), ELXSI's lending bank, of 6,517
shares of Series AAA preferred stock of Azimuth that it had issued in December
1996 under a Recapitalization Agreement to which Azimuth, its subsidiaries, BofA
and ELXSI were parties. Each of Messrs. Milley, Shaw and Doolittle is an
officer, director and stockholder of Azimuth and an officer and/or director of
Cadmus. This loan originally matured on the second anniversary of its
origination (i.e., June 30, 1999), was extended in 1999 by two years, originally
required quarterly payments of interest at a rate of 15% per annum and was
originally secured by a pledge of the shares of Azimuth Series AAA preferred
stock financed thereby. The funds for ELXSI's loan to Cadmus were provided by
BofA, under ELXSI's credit agreement. In June 2001, ELXSI agreed to further
extend the maturity of this loan, to June 30, 2003. In addition, at various
times during 2000 ELXSI made advances to Cadmus with funds that were provided by
BofA, under ELXSI's credit agreement. These advances, totaling approximately
$6,732,000, bear interest at ELXSI's cost of funds (under its BofA credit
agreement) plus 2%.

         In December 1994, the Company made a three-year loan of $1,155,625 to
ELX Limited Partnership ("ELXLP"), of which Mr. Milley is the sole general
partner and Messrs. Lynch, Shaw and Doolittle are limited partners, to finance
ELXLP's exercise of an option to purchase 369,800 shares of Common Stock from
The Airlie Group, L.P. In December 1996, the Company made another three-year
loan to ELXLP, of $909,150, utilized by it to exercise an option to purchase
110,200 shares of Common Stock held by BankAmerica Capital Corporation ("BACC"),
an affiliate of BofA, and to purchase from BACC an additional 110,200 shares of
Common Stock. Funding for these loans were obtained by the Company through
ELXSI's credit agreement with BofA. Both Company loans to ELXLP required no
principal or interest payments until their respective maturity dates and bear
interest at a rate equal to the Company's cost of funds (under ELXSI's BofA
credit agreement) plus 0.5%. In December 1997, the Company agreed to a
three-year extension of its 1994 loan to ELXLP, and ELXLP paid in full all
interest accrued on such loan through the original maturity date, totaling
approximately $330,000. In December 1999, the Company agreed to a three-year
extension of its 1996 loan to ELXLP and to the capitalization of the interest
then accrued thereon. In December 2000, the Company agreed to a further
three-year extension of its 1994 loan to ELXLP and to the capitalization of the
interest then accrued thereon.

         Effective December 31, 2001, the terms of the promissory notes of
Cadmus and ELXLP delivered to the Company and ELXSI in connection with each of
these loans were amended. Pursuant to these amendments (among other things), all
unpaid interest as of December 31, 2001 (approximately $271,000 in the case of
Cadmus and $346,000 in the case of ELXLP) were added to principal, and the
maturity dates were extended to April 1, 2005, with no principal or interest
payments scheduled prior to that date. The Company did not record the
approximately $934,000 and $224,000 of interest accrued under the Cadmus and
ELXLP loans, respectively, during the year ended December 31, 2002. The Company
also required new security for these notes and, accordingly, Mr. Milley, Cadmus,
ELXLP, MMI (of which Mr. Milley is the President, sole director and majority
shareholder) and Winchester (of which Mr. Milley is an officer, director and
sole shareholder) granted guarantees of each of these notes and entered into
Pledge and Security Agreements by which they pledged certain equity securities
and brokerage account interests, including 821,705 shares of Common Stock of the
Company, as collateral security for Cadmus's and ELXLP's obligations thereunder.
Also pursuant to these amendments, the Company and ELXSI agreed that payments
under these notes could be made in cash or by the surrender of (among other
things) shares of Common Stock of the Company, in which event the Board of
Directors of the Company will determine the value thereof to be applied in
reduction of the indebtedness paid.

Warrants Extensions

         As of April 15, 2003, the Company had outstanding 200,500 Series A
Warrants to Purchase Common Stock ("Series A Warrants") and 68,762 Series C
Warrants to Purchase Common Stock (the "Series C Warrants"). Fifty Thousand

                                       11
<PAGE>

(50,000) Series A Warrants and all of the Series C Warrants are held by Eliot
Kirkland L.L.C., of which Mr. Milley is the sole manager, the President and a
member. The remaining 150,500 Series A Warrants are held by the Milley Trust.
See "Certain Relationships and Related Transactions -- Management Agreement"
above. Under their original terms, the Series A Warrants were exercisable at
$3.125 per share and expired on September 30, 1996 and the Series C Warrants
were exercisable at $4.36 per share and expired on January 31, 1997. In 1996,
the Company and the holders of the Series A Warrants and Series C Warrants
agreed to, and in March, 1997 the Company's Board of Directors approved, a
two-year extension of the expiration dates of the Series A Warrants and Series C
Warrants, in consideration of which the holders thereof agreed to an increase in
their exercise prices to $3.75 and $5.23, respectively. In 1998, the Company and
the holders of the Series A Warrants and the Series C Warrants agreed to, and
the Board of Directors approved, an additional two-year extension of the
expiration dates of the Series A Warrants and Series C Warrants, in
consideration of which the holders thereof agreed to an increase in their
exercise prices to $4.50 and $6.278, respectively. In 2000, the Company and the
holders of the Series A Warrants and the Series C Warrants agreed to, and the
Board of Directors approved, a further additional two-year extension of the
expiration dates of the Series A Warrants and Series C Warrants, in
consideration of which the holders thereof agreed to an increase in their
exercise prices to $5.40 and $7.534, respectively. On September 27, 2002, the
Company and the holders of the Series A Warrants and the Series C Warrants
agreed to, and the Board of Directors approved, an additional two-year extension
of the expiration dates of the Series A Warrants and Series C Warrants, in
consideration of which the holders thereof agreed to an increase in their
exercise prices to $6.48 and $9.041, respectively. The Series A Warrants
currently expire on September 30, 2004 and the Series C Warrants currently
expire on January 31, 2005.

Rights Agreement Amendment; Kellogg Standstill Agreement

         In 1997, the Company entered into a Rights Agreement, dated as of June
4, 1997 (as amended, the "Rights Agreement"), with Continental Stock Transfer &
Trust Company, as Rights Agent (the "Rights Agent"), pursuant to which (among
other things) the Board of Directors of the Company declared a dividend of one
Common Stock Purchase Right (each, a "Right") for each share of Common Stock
outstanding at the opening of business on June 16, 1997. All shares of Common
Stock issued on or after such date also have or will have one attached Right.
Generally speaking, each Right will detach from the Common Stock, and become
exercisable at $25.00 for shares of Common Stock having twice that value, ten
business days after: (a) the public announcement that any person, entity or
"group", together with the respective affiliates and associates thereof, has
become the beneficial owner of 15% or more of the outstanding Common Stock (such
a person, entity or group, an "Acquiring Person"), or (b) the commencement of a
tender or exchange offer that would result in any person, entity or "group"
beneficially owning 15% or more of the outstanding Common Stock (as such terms
are defined, and determinations made, under applicable Commission rules);
provided that the percentage applicable to Mr. Milley and other "Milley Group
Members" (as defined in the Rights Agreement, and which includes Azimuth,
Cadmus, Eliot Kirkland L.L.C., ELXLP and MMI) is 35%.

         In January 1999, after Peter R. Kellogg disclosed to the Company that
he and certain related persons and entities, in the aggregate, owned in excess
of 650,000 shares of Common Stock, they commenced negotiations that culminated
in the entering into by: (a) the Company and the Rights Agent of a Rights
Agreement Amendment, dated as of March 16, 1999 (the "Rights Agreement
Amendment"), and (b) the Company, Alexander M. Milley, Mr. Kellogg and such
related persons and entities (who are identified in footnote 6 to the table in
under the heading "Security Ownership of Certain Beneficial Owners and
Management" above) (collectively with Mr. Kellogg, the "Kellogg Persons"), of a
Standstill Agreement, dated as of March 16, 1999 (the "Kellogg Standstill
Agreement").

         The most significant amendments to the Rights Agreement effected under
the Rights Agreement Amendment were certain modifications to the definition of
"Acquiring Person" that, in essence: (a) permit "Kellogg Group Members" (as
defined in the Rights Agreement Amendment, and which includes all the present
Kellogg Persons), under certain circumstances and subject to certain
limitations, to beneficially own in excess of 15% of the outstanding Common
Stock without becoming "Acquiring Persons" under the Rights Agreement (the
"Kellogg Rights Agreement Amendments"), and (b) exclude from the determination
of the Milley Group Members' beneficial ownership of Common Stock shares
beneficially owned by Kellogg Group Members or by other Peter R. Kellogg-related
persons and entities that are within the definition therein of "Kellogg Related
Persons" that may, under applicable Commission rules, be deemed to be
beneficially owned by Mr. Milley by virtue of the Kellogg-to-Milley Proxy
granted pursuant to the Kellogg Standstill Agreement and described hereinbelow.
The limited in-excess-of-15% permission granted to Kellogg Group Members under
the Rights Agreement Amendment is embodied in the definition therein of "Kellogg

                                       12
<PAGE>

Group Member Limit", which is the greater of: (i) 1,000,000 shares of Common
Stock (subject to adjustment for stock splits, stock dividends, etc.) less the
number of shares of Common Stock beneficially owned by all Kellogg Related
Persons and all of their respective affiliates and associates, and (ii) 15% of
the outstanding Common Stock; provided that if at any time it is established
that any Kellogg Group Member or any affiliate or associate of any Kellogg Group
Member who is a beneficial owner of Common Stock acquired those securities with
the purpose or effect of changing or influencing the control of the Company, or
in connection with or as a participant in any transaction having that purpose or
effect, then the foregoing clause (i) will no longer be effective and the
"Kellogg Group Member Limit" will be 15% of the outstanding Common Stock. Under
the Kellogg Standstill Agreement, the Kellogg Persons have represented and
warranted that their shares of Common Stock were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the Company, or in connection with or as a participant in any transaction having
that purpose or effect.

         The determination by the Board of Directors of the Company to implement
the Kellogg Rights Agreement Amendments was based upon, in part, the
representations, warranties, covenants and agreements of the Kellogg Persons
under the Kellogg Standstill Agreement. Consistent therewith, the Rights
Agreement Amendment provides that in the event that at any time any Kellogg
Person is in breach of or default under the Kellogg Standstill Agreement, the
effectiveness of the Kellogg Rights Agreement Amendments may, at the election of
the Company, be suspended or terminated. Under the Kellogg Standstill Agreement,
the Company has agreed that, for so long as there is not any breach of or
default under the Kellogg Standstill Agreement on the part of any Kellogg
Person, it will not suspend or terminate any of the Kellogg Rights Agreement
Amendments, terminate the Rights Agreement Amendment or take any other action
having the purpose or effect of modifying or altering the Kellogg Rights
Agreement Amendments.

         Under the Kellogg Standstill Agreement, the Kellogg Persons have agreed
that if after the date thereof any Kellogg Group Member or any affiliate or
associate thereof who (in each case) is not already a "Kellogg Person" party
thereto purchases or otherwise acquires any shares of Common Stock or other
voting securities of the Company ("Other Voting Securities"), that person or
entity will promptly thereafter take the actions specified therein to become a
"Kellogg Person" party to the Kellogg Standstill Agreement.

         Pursuant to the Kellogg Standstill Agreement, each Kellogg Person has
irrevocably constituted and appointed Mr. Milley the attorney-in-fact and proxy
of such Kellogg Person, with full power of substitution, to vote all shares of
Common Stock and Other Voting Securities which such Kellogg Person is entitled
to vote at any annual or special meeting of the stockholders of the Company, and
to express consent or dissent to any corporate action in writing without a
meeting of the stockholders of the Company, in such manner as Mr. Milley or his
substitute may determine (the "Kellogg-to-Milley Proxy"). The Kellogg-to-Milley
Proxy: (a) is stated to be coupled with an interest and irrevocable; (b) covers
any and all shares of Common Stock and Other Voting Securities owned by any
Kellogg Person, whenever acquired; and (c) will remain in effect for so long any
Rights are outstanding under the Rights Agreement. No Kellogg Person may grant
any proxy or power of attorney to any person or entity which conflicts with the
Kellogg-to-Milley Proxy.

         Under the Kellogg Standstill Agreement, the Kellogg Persons have
granted to Mr. Milley certain rights of first refusal over any shares of Common
Stock or Other Voting Securities owned by them that they may determine to sell
or otherwise dispose of, subject to certain exceptions. Mr. Milley has the right
to designate a different person or entity to effect the purchase of any such
shares or Other Voting Securities as to which such rights may be exercised.

         Under the Kellogg Standstill Agreement, each Kellogg Person has agreed
that, unless and to the extent otherwise consented to in writing by the Company,
such Kellogg Person will not: (a) solicit proxies with respect to any Common
Stock or Other Voting Securities, actively oppose any action approved by a
majority of the Continuing Directors (as defined in the Rights Agreement) of the
Company, or become a "participant" in any "election contest" relating to the
election of directors of the Company; (b) propose, make or initiate, or solicit
stockholders of the Company for the approval of, one or more stockholder
proposals; (c) propose, or make, initiate or solicit any proposals from, or
provide any information or participate in any discussions or negotiations with,
or otherwise cooperate in any way with or assist, any person or entity
concerning any merger, consolidation, other business combination, tender or
exchange offer, recapitalization, liquidation or dissolution or any purchase or
other acquisition or sale or other disposition of assets (other than in the
ordinary course of business) or shares of capital stock of the Company or any of
its subsidiaries or divisions or any similar transaction involving the Company
or any subsidiary or division of the Company or any subsidiary; (d) take any
other action for the purpose of or with the effect of changing or influencing

                                       13
<PAGE>

the control of the Company, or in connection with or as a participant in any
transaction having that purpose or effect; (e) form, join or in any way
participate in any "group" with respect to any securities of the Company (except
a group consisting entirely of Kellogg Group Members, Kellogg Related Persons,
Milley Group Members and/or their respective affiliates or associates); or (f)
induce, attempt to induce, encourage or solicit, or cooperate with, any other
person or entity to do any of the foregoing.

         Under the Kellogg Standstill Agreement, if after the date thereof any
Kellogg Related Person or any affiliate or associate thereof acquires any
additional shares of Common Stock or Other Voting Securities, that person or
entity must promptly thereafter take the actions specified therein in order to
make applicable to such shares the Kellogg-to-Milley Proxy, the above-described
rights of first refusal and the covenants and agreements described in the
immediately preceding paragraph hereof.

         Under the Kellogg Standstill Agreement, Peter R. Kellogg indemnifies
the Company, Mr. Milley, the other Milley Group Members and their respective
officers, directors, employees, agents, professional advisors and controlling
persons, for the period of time specified therein, from and against any and all
Losses (as defined therein) incurred or suffered by any of them as a result of
or arising out of or in connection with the Rights Agreement Amendment and/or
Kellogg Standstill Agreement.

                                     PART IV

ITEM 15.         EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS OF FORM 8-K


3.   Exhibits

Exhibit
Number          Description
------          -----------

2.1             Agreement and Plan of Merger by and among ELXSI Corporation,
                ELXSI, Cadmus Corporation ("Cadmus") and Holdingcues, Inc. dated
                as of October 16, 1992, including form of Series C Warrant.
                (Incorporated herein by reference to Exhibit 2.7 to the
                Company's Current Report on Form 8-K filed November 13, 1992
                (File No 000-11877)).

2.2             Family Restaurant Sale and Purchase Agreement, between Marriott
                Family Restaurants, Inc. ("Marriott") and the Company dated
                February 28, 1991. (Incorporated herein by reference to Exhibit
                2.1 to the Company's Current Report on Form 8-K, dated July 16,
                1991 (File No. 000-11877)).

2.3             Side Letter to the Family Restaurant Sale and Purchase Agreement
                between Marriott and the Company dated February 28, 1991.
                (Incorporated herein by reference to Exhibit 2.2 to the
                Company's Current Report on Form 8-K, dated July 16, 1991 (File
                No. 000-11877)).

2.4             Assignment and Guaranty of Family Restaurants Sale and Purchase
                Agreement and Side Letter, between the Company, Marriott and
                ELXSI dated June 29, 1991. (Incorporated herein by reference to
                Exhibit 2.3 to the Company's Current Report on Form 8-K, dated
                July 16, 1991 (File No. 000-11877)).

2.5             Closing Side Letter Agreement Regarding Family Restaurants Sale
                and Purchase Agreement between ELXSI and Marriott dated July 1,
                1991. (Incorporated herein by reference to Exhibit 2.4 to the
                Company's Current Report on Form 8-K, dated July 16, 1991 (File
                No. 000-11877)).

2.6             Real Estate Closing Side Letter Agreement Regarding Family
                Restaurants Sale and Purchase Agreement between ELXSI and
                Marriott dated July 1, 1991. (Incorporated herein by reference
                to Exhibit 2.5 to the Company's Current Report on Form 8-K,
                dated July 16, 1991 (File No. 000-11877)).

                                       14
<PAGE>

2.7             Agreement Concerning Massachusetts and Connecticut Liquor
                Licenses between ELXSI and Marriott dated July 1, 1991.
                (Incorporated herein by reference to Exhibit 2.6 to the
                Company's Current Report on Form 8-K, dated July 16, 1991 (File
                No. 000-11877)).

2.8             Contribution Agreement, dated as of December 29, 2000, by and
                among ELXSI, Bickford's Holdings Company, Inc. and Bickford's
                Family Restaurants, Inc., including forms of intercompany notes
                issued to ELXSI and Certificate of Designations for preferred
                stock issued to ELXSI. (Incorporated herein by reference to
                Exhibit 2.8 to the Company's Annual Report on Form 10-K for the
                fiscal year ended December 31, 2001 (File No. 000-11877)).

3.1             Restated Certificate of Incorporation of the Company, as
                amended. (Incorporated herein by reference to Exhibit 3.1 to the
                Company's Annual Report on Form 10-K for the fiscal year ended
                December 31, 1989 (File No. 000-11877)).

3.2             Certificate of Amendment of Restated Certificate of
                Incorporation of the Company dated May 27, 1992. (Incorporated
                herein by reference to Exhibit 3.2 to the Company's Annual
                Report on Form 10-K for the fiscal year ended December 31, 1994
                (File No. 000-11877)).

3.3             Certificate of Amendment of Restated Certificate of
                Incorporation of the Company dated May 19, 1998. (Incorporated
                herein by reference to Exhibit 3.3 to the Company's Current
                Report on form 8-K, dated March 19, 1999 (File no. 000-11877)).

3.4             Certificate of Amendment of Restated Certificate of
                Incorporation of the Company dated June 9, 1999. (Incorporated
                herein by reference to the Company's Form S-8 Registration
                Statement filed March 27, 2000 (Registration No. 333-33300)).

3.5             Bylaws of the Company. (Incorporated herein by reference to
                Exhibit 3.3 to the Company's Current Report on Form 8-K dated
                June 24, 1997 and filed on June 26, 1997 (File No. 000-11877)).

4.1             Series A Warrant No. A-7 to purchase 50,000 shares of Common
                Stock issued to Eliot Kirkland L.L.C. ("EKLLC"). (Incorporated
                herein by reference to Exhibit 4.1 to the Company's Annual
                Report on Form 10-K for the fiscal year ended December 31, 1996
                (File No. 000-11877)).

4.2             Form of Third Allonge and Amendment to Series A Warrants of
                ELXSI Corporation, with respect to the foregoing Warrant.
                (Incorporated herein by reference to Exhibit 4.3 to the
                Company's Annual Report on Form 10-K for the fiscal year ended
                December 31, 2000 (File No. 000-11877)).

4.3             Form of Fourth Allonge and Amendment to Series A Warrants of
                ELXSI Corporation, with respect to the foregoing Warrant
                (Incorporated herein by reference to Exhibit 4.3 to the
                Company's Annual Report on Form 10-K for the fiscal year ended
                December 31, 2002 (File No. 000-11877)).

4.4             Series A Warrant No. A-6 to purchase 150,500 shares of Common
                Stock issued to the Alexander M. Milley Irrevocable Trust I U/A
                dated May 9, 1994. (Incorporated herein by reference to Exhibit
                4.2 to the Company's Annual Report on Form 10-K for the fiscal
                year ended December 31, 1994 (File No. 000-11877)).

4.5             Form of Third Allonge and Amendment to Series A Warrants of
                ELXSI Corporation, with respect to the foregoing Warrant.
                (Incorporated herein by reference to Exhibit 4.6 to the
                Company's Annual Report on Form 10-K for the fiscal year ended
                December 31, 2000 (File No. 000-11877)).

                                       15
<PAGE>

4.6             Form of Fourth Allonge and Amendment to Series A Warrants of
                ELXSI Corporation, with respect to the foregoing Warrant
                (Incorporated herein by reference to Exhibit 4.6 to the
                Company's Annual Report on Form 10-K for the fiscal year ended
                December 31, 2002 (File No. 000-11877)).

4.7             Series C Warrant No. C-3 to purchase 68,762 shares of Common
                Stock issued to EKLLC. (Incorporated herein by reference to
                Exhibit 4.6 to the Company's Annual Report on Form 10-K for the
                fiscal year ended December 31, 1996 (File No. 000-11877)).

4.8             Form of Third Allonge and Amendment to Series C Warrants of
                ELXSI Corporation, with respect to the foregoing Warrant.
                (Incorporated herein by reference to Exhibit 4.9 of the
                Company's Annual Report on Form 10-K for the fiscal year ended
                December 31, 2000 (File No. 000-11877)).

4.9             Form of Fourth Allonge and Amendment to Series C Warrants of
                ELXSI Corporation, with respect to the foregoing Warrant.
                (Incorporated herein by reference to Exhibit 4.9 to the
                Company's Annual Report on Form 10-K for the fiscal year ended
                December 31, 2002 (File No. 000-11877)).

4.10            Amended and Restated Registration Rights Agreement dated as of
                January 23, 1990 among the Company, Milley & Company ("M&C") and
                Continental Illinois Equity Corporation. (Incorporated herein by
                reference to Exhibit 4.7 to the Company's Annual Report on Form
                10-K for the fiscal year ended December 31, 1989 (File No.
                000-11877)).

4.11            Exercise of Option and Assignment of Registration Rights
                executed by ELX Limited Partnership ("ELX") and The Airlie
                Group, L.P. ("Airlie") dated November 30, 1994. (Incorporated
                herein by reference to Exhibit 4.6 to the Company's Annual
                Report on Form 10-K for the fiscal year ended December 31, 1994
                (File No. 000-11877)).

4.12            Amended and Restated Loan and Security Agreement, dated as of
                April 22, 2002 between ELXSI, Bickford's Holdings Company, Inc.,
                Bickford's Family Restaurants, Inc. and Bank of America, N.A.
                (Incorporated herein by reference to Exhibit 4.14 to the
                Company's Annual Report on Form 10-K for the year ended December
                31, 2001 (File No. 000-11877)).

4.13            First Amendment to Amended and Restated Loan And Security
                Agreement dated as of August 5, 2002 between ELXSI, Bickford's
                Holdings Company, Inc., Bickford's Family Restaurants, Inc. and
                Bank of America, N.A. (Incorporated herein by reference to
                Exhibit 4.13 to the Company's Annual Report on Form 10-K for the
                fiscal year ended December 31, 2002 (File No. 000-11877)).

4.14            Second Amendment to Amended and Restated Loan And Security
                Agreement dated as of December 30, 2002 between ELXSI,
                Bickford's Holdings Company, Inc., Bickford's Family
                Restaurants, Inc. and Bank of America, N.A. (Incorporated herein
                by reference to Exhibit 4.14 to the Company's Annual Report on
                Form 10-K for the fiscal year ended December 31, 2002 (File No.
                000-11877)).

4.15            Third Amendment to Amended and Restated Loan And Security
                Agreement dated as of January 31, 2003 between ELXSI, Bickford's
                Holdings Company, Inc., Bickford's Family Restaurants, Inc. and
                Bank of America, N.A. (Incorporated herein by reference to
                Exhibit 4.15 to the Company's Annual Report on Form 10-K for the
                fiscal year ended December 31, 2002 (File No. 000-11877)).

4.16            Fourth Amendment to Amended and Restated Loan And Security
                Agreement dated as of March 31, 2003 between ELXSI, Bickford's
                Holdings Company, Inc., Bickford's Family Restaurants, Inc. and
                Bank of America, N.A. (Filed herewith).

                                       16
<PAGE>

4.17            Trust Indenture, dated as of September 24, 1997, between the
                Orange County Industrial Development Authority and Sun Trust
                Bank, Central Florida, National Association, as Trustee.
                (Incorporated herein by reference to Exhibit 4.19 to the
                Company's Quarterly Report on Form 10-Q for the quarter ended
                September 30, 1997 (File No. 000-11877)).

4.18            Loan Agreement, dated as of September 24, 1997, between ELXSI
                and the Orange County Industrial Development Authority.
                (Incorporated herein by reference to Exhibit 4.20 to the
                Company's Quarterly Report on Form 10-Q for the quarter ended
                September 30, 1997 (File No. 000-11877)).

4.19            Mortgage and Security Agreement, dated as of September 24, 1997
                between ELXSI and the Orange County Industrial Development
                Authority. (Incorporated herein by reference to Exhibit 4.21 to
                the Company's Quarterly Report on Form 10-Q for quarter ended
                September 30, 1997 (File No. 000-11877)).

4.20            Bond Purchase Agreement, dated as of September 24, 1997, by and
                among the Orange County Industrial Development Authority, ELXSI
                and Bank of America National Trust and Savings Association.
                (Incorporated herein by reference to Exhibit 4.22 to the
                Company's Quarterly Report on Form 10-Q for the quarter ended
                September 30, 1997 (File No. 000-11877)).

4.21            Guaranty Agreement, dated as of September 24, 1997, by and
                between ELXSI Corporation and Bank of America National Trust and
                Savings Association. (Incorporated herein by reference to
                Exhibit 4.23 to the Company's Quarterly Report on Form 10-Q for
                the quarter ended September 30, 1997 (File No. 000-11877)).

4.22            Security Agreement, dated as of September 24, 1997, between
                ELXSI and the Orange County Industrial Development Authority.
                (Incorporated herein by reference to Exhibit 4.24 to the
                Company's Quarterly Report on Form 10-Q for the quarter ended
                September 30, 1997 (File No. 000-11877)).

4.23            Rights Agreement, dated as of June 4, 1997, between the Company
                and Continental Stock Transfer & Trust Company, as Rights Agent.
                (Incorporated herein by reference to Exhibit 4.17 to the
                Company's Form 8-A Registration Statement, dated June 10, 1997
                (File No. 000-11877)).

4.24            Rights Agreement Amendment, dated as of March 16, 1999, between
                the Company and Continental Stock Transfer & Trust Company, as
                Rights Agent. (Incorporated herein by reference to Exhibit 2 to
                the Registrant's Form 8-A/A Registration Statement
                (Post-Effective Amendment No. 1) dated March 19, 1999 (File No.
                000-11877)).

4.25            Standstill Agreement, dated as of March 16, 1999, among the
                Company, Alexander M. Milley and the "Kellogg Person" party
                thereto. (Incorporated herein by reference to Exhibit 3 of the
                Registrant's Form 8-A/A Registration Statement (Post-effective
                Amendment No. 1) dated March 19, 1999 (File No. 000-11877)).

10.1            The Company's 1987 Incentive Stock Option Plan as amended.
                (Incorporated by reference to Exhibit 10.1 to the Company's
                Annual Report on Form 10-K for the fiscal year ended December
                31, 1987 (File No. 000-11877)).

10.2            The Company's 1987 Supplemental Stock Option Plan as amended.
                (Incorporated by reference to Exhibit 10.2 to the Company's
                Annual Report on Form 10-K for the fiscal year ended December
                31, 1987 (File No. 000-11877)).

                                       17
<PAGE>

10.3            The Company's 1993 Incentive Stock Option Plan. (Incorporated
                herein by reference to Exhibit 10.3 to the Company's Annual
                Report on Form 10-K for the fiscal year ended December 31, 1994
                (File No. 000-11877)).

10.4            The Company's 1995 Incentive Stock Option Plan. (Incorporated
                herein by reference to Exhibit 4.1 to the Company's Form S-8
                Registration Statement filed November 14, 1995 (Registration No.
                333-64205)).

10.5            The Company's 1996 Incentive Stock Option Plan. (Incorporated
                herein by reference to Exhibit 4.1 to the Company's Form S-8
                Registration Statement filed December 2, 1996 (Registration No.
                333-17131)).

10.6            The Company's 1997 Incentive Stock Option Plan. (Incorporated
                herein by reference to Exhibit 4.1 to the Company's Form S-8
                Registration Statements filed January 30, 1998 (Registration No.
                333-45381)).

10.7            The Company's 1998 Incentive Stock Option Plan. (Incorporated
                herein by reference to the Annex A to the Company's Proxy
                Statement included in its Schedule 14A filed on April 17, 1998
                (File No. 000-11877)).

10.8            The Company's 1999 Incentive Stock Option Plan. (Incorporated
                herein by reference to the Annex A to the Company's Proxy
                Statement included in its Schedule 14A filed on April 23, 1999
                (File No. 000-11877)).

10.9            The Company's 2000 Incentive Stock Option Plan. (Incorporated
                herein by reference to the Company's Form S-8 Registration
                Statement filed March 27, 2000 (Registration No. 333-33300)).

10.10           The Company's 2001 Incentive Stock Option Plan. (Incorporated
                herein by reference to the Annex B to the Company's Proxy
                Statement included in its Schedule 14A filed with the Commission
                on April 17, 2001 (File No. 000-11877)).

10.11           The Company's 2002 Incentive Stock Option Plan. (Incorporated
                herein by reference to the Annex A to the Company's Proxy
                Statement included in its Schedule 14A filed with the Commission
                on October 21, 2002 (File No. 000-11877)).

10.12           The ELXSI 1991 Phantom Stock Option Plan for the management of
                the Bickford's Division. (Incorporated herein by reference to
                Exhibit 10.4 to the Company's Annual Report on Form 10-K for the
                fiscal year ended December 31, 1994 (File No. 000-11877)).

10.13           Amendment No. 1 to the ELXSI 1991 Phantom Stock Option Plan for
                the management of the Bickford's Division. (Incorporated herein
                by reference to Exhibit 10.5 to the Company's Annual Report on
                Form 10-K for the fiscal year ended December 31, 1994 (File No.
                000-11877)).

10.14           Letter agreement dated December 11, 2001 between ELXSI and the
                management of the Bickford's Division holding rights under the
                ELXSI 1991 Phantom Stock Option Plan setting forth the amounts
                and timing of payments thereunder as a result of the exercise of
                rights thereunder. (Incorporated herein by reference to Exhibit
                10.13 of the Company's Annual Report on Form 10-K to the fiscal
                year ended December 31, 2001 (File No. 000-11877)).

10.15           Letter Agreement by and between ELXSI and Robert Germaine dated
                March 28, 2003. (Incorporated herein by reference to Exhibit
                10.15 to the Company's Annual Report on Form 10-K for the fiscal
                year ended December 31, 2002 (File No. 000-11877)).

10.16           Letter Agreement by and between ELXSI and Lawrence Pszenny dated
                March 28, 2003. (Incorporated herein by reference to Exhibit
                10.16 to the Company's Annual Report on Form 10-K for the fiscal
                year ended December 31, 2002 (File No. 000-11877)).

                                       18
<PAGE>

10.17           Letter Agreement by and between ELXSI and Daniel Bloodwell dated
                March 28, 2003. (Incorporated herein by reference to Exhibit
                10.17 to the Company's Annual Report on Form 10-K for the fiscal
                year ended December 31, 2002 (File No. 000-11877)).

10.18           Management Agreement between Winchester National, Inc. (d/b/a
                M&C) and the Company dated September 25, 1989. (Incorporated
                herein by reference to Exhibit 10.21 to the Company's Annual
                Report on Form 10-K for the fiscal year ended December 31, 1991
                (File No. 000-11877)).

10.19           Assignment of Management Agreement dated June 28, 1991 among the
                Company, Winchester National, Inc., ELXSI and Milley Management
                Incorporated ("MMI"). (Incorporated herein by reference to
                Exhibit 10.16 to the Company's Annual Report on Form 10-K for
                the fiscal year ended December 31, 1994 (File No. 000-11877)).

10.20           Management Agreement Extension dated September 25, 1992 between
                ELXSI and MMI. (Incorporated herein by reference to Exhibit
                10.17 to the Company's Annual Report on Form 10-K for the fiscal
                year ended December 31, 1994 (File No. 000-11877)).

10.21           Assignment to Cadmus ("Cadmus"), dated January 1, 1994, of MMI's
                rights under the extended Management Agreement dated September
                25, 1992, as amended, between ELXSI and MMI. (Incorporated
                herein by reference to Exhibit 10.18 to the Company's Annual
                Report on Form 10-K for the fiscal year ended December 31, 1994
                (File No. 000-11877)).

10.22           Form of Extension No. 2 to Management Agreement, dated as of
                June 30, 1997, between ELXSI and Cadmus. (Incorporated herein by
                reference to Exhibit 10.33 to the Company's Current Report on
                Form 8-K dated and filed July 9, 1997 (File No. 000-11877)).

10.23           Promissory Note of ELX payable to the Company dated December 8,
                1994 in the amount of $1,155,625.00 due December 8, 1997.
                (Incorporated herein by reference to Exhibit 10.6 to the
                Company's Annual Report on Form 10-K for the fiscal year ended
                December 31, 1994 (File No. 000-11877)).

10.24           Letter Agreement dated December 8, 1997, from the Company to ELX
                extending the term of the foregoing. (Incorporated herein by
                reference to Exhibit 10.24 to the Company's Annual Report on
                Form 10-K for the fiscal year ended December 31, 1998 (File No.
                000-11877)).

10.25           Letter Agreement dated December 8, 2000, from the Company to ELX
                further extending the term of the foregoing to December 8, 2003
                and increasing the amount to $1,472,074 (Incorporated herein by
                reference to Exhibit 10.24 to the Company's Annual Report on
                Form 10-K for the fiscal year ended December 31, 2000 (File No.
                000-11877)).

10.26           Amended and Restated Promissory Note of ELX payable to the
                Company dated as of December 31, 2001 in the amount of
                $1,606,278, amending and restating the foregoing Promissory Note
                (as so amended) of ELX. (Incorporated herein by reference to
                Exhibit 10.26 to the Company's Annual Report on Form 10-K to the
                fiscal year ended December 31, 2001 (File No. 000-11877)).

10.27           Promissory Note of ELX payable to the Company, dated December
                30, 1996, in the amount of $909,150 due on December 30, 1999.
                (Incorporated herein by reference to Exhibit E to the Amendment
                No. 10 to the Schedule 13D of Alexander M. Milley, MMI, ELX,
                Cadmus and EKLLC, dated January 7, 1997, filed in respect to the
                Company's Common Stock).

10.28           Letter Agreement dated December 30, 1999, from the Company to
                ELX extending the term of the foregoing to December 31, 2002 and
                increasing the amount to $1,150,959. (Incorporated herein by
                reference to Exhibit 10.26 to the Company's Annual Report on
                Form 10-K for the fiscal year ended December 31, 1999 (File No.
                0000-11877)).

                                       19
<PAGE>

10.29           Amended and Restated Promissory Note of ELX payable to the
                Company dated as of December 31, 2001 in the amount of
                $1,362,489, amending and restating the foregoing Promissory Note
                (as so amended) of ELX. (Incorporated herein by reference to
                Exhibit 10.29 of the Company's Annual Report on Form 10-K to the
                fiscal year ended December 31, 2001 (File No. 000-11877)).

10.30           Form of Employment Agreement, dated as of June 30, 1997, between
                ELXSI and Alexander M. Milley. (Incorporated herein by reference
                to Exhibit 10.34 to the Company's Form 8-K Current Report dated
                July 9, 1997 filed on July 9, 1997 (File No. 000-11877)).

10.31           Amendment No. 1 to the above Employment Agreement, dated as of
                May 27, 1999. (Incorporated herein by reference to Exhibit 10.28
                to the Company's Annual Report on Form 10-K for the fiscal year
                ended December 31, 2000 (File No. 000-11877)).

10.32           Form of Employment Agreement, dated as of June 30, 1997, between
                ELXSI and David M. Doolittle. (Incorporated herein by reference
                to Exhibit 10.39 of the Company's Annual Report on Form 10-K for
                the fiscal year ended December 31, 1999 (File No. 000-11877)).

10.33           Amendment No. 1 to the above Employment Agreement, dated as of
                May 27, 1999. (Incorporated herein by reference to Exhibit 10.30
                to the Company's Annual Report on Form 10-K for the fiscal year
                ended December 31, 2000 (File No. 000-11877)).

10.34           Form of $2,000,000 Secured Promissory Note of Cadmus payable to
                ELXSI, dated June 27, 1997. (Incorporated herein by reference to
                Exhibit 10.31 to the Company's Annual Report on Form 10-K for
                the fiscal year ended December 31, 2000 (File No. 000-11877)).

10.35           Letter agreement dated June 25, 1999 from ELXSI to Cadmus
                extending the term of the foregoing Secured Promissory Note.
                (Incorporated herein by reference to Exhibit 10.32 to the
                Company's Annual Report on Form 10-K for the fiscal year ended
                December 31, 2000 (File No. 000-11877)).

10.36           Amended and Restated Secured Promissory Note of Cadmus payable
                to ELXSI dated as of December 31, 2001 in the amount of
                $2,000,000, amending and restating the foregoing Secured
                Promissory Note (as so amended) of Cadmus. (Incorporated herein
                by reference to Exhibit 10.36 to the Company's Annual Report on
                Form 10-K to the fiscal year ended December 31, 2001 (File No.
                000-11877)).

10.37           Form of Promissory Note of Cadmus payable to ELXSI, dated
                December 28, 2000, in a maximum amount of $10,000,000 Note.
                (Incorporated herein by reference to Exhibit 10.33 to the
                Company's Annual Report on Form 10-K for the fiscal year ended
                December 31, 2000 (File No. 000-11877)).

10.38           Amended and Restated Promissory Note of Cadmus payable to ELXSI
                dated as of December 31, 2001 in the amount of $7,003,364,
                amending and restating the foregoing Promissory Note of Cadmus
                (as so amended). (Incorporated herein by reference to Exhibit
                10.38 to the Company's Annual Report on Form 10-K to the fiscal
                year ended December 31, 2001 (File No. 000-11877)).

10.39           From of guaranty instrument executed by Alexander M. Milley in
                relation to the above two notes. (Incorporated herein by
                reference to Exhibit 10.34 to the Company's Annual Report on
                Form 10-K for the fiscal year ended December 31, 2000 (File No.
                000-11877)).

10.40           Form of Pledge and Security Agreement, dated as of December 31,
                2001, executed by ELX to secure the above-referenced amended and
                restated promissory notes of ELX and Cadmus. (Incorporated
                herein by reference to Exhibit 10.40 to the Company's Annual
                Report on Form 10-K for the fiscal year ended December 31, 2001
                (File No. 000-11877)).

10.41           Form of Pledge and Security Agreement, dated as of December 31,
                2001, executed by Cadmus to secure the above-referenced amended
                and restated promissory notes of ELX and Cadmus. (Incorporated
                herein by reference to Exhibit 10.41 to the Company's Annual
                Report on Form 10-K for the fiscal year ended December 31, 2001
                (File No. 000-11877)).

                                       20
<PAGE>

10.42           Form of Pledge and Security Agreement, dated as of December 31,
                2001, executed by Alexander M. Milley, MMI and Winchester
                National, Inc. to secure the above-referenced amended and
                restated promissory notes of ELX and Cadmus. (Incorporated
                herein by reference to Exhibit 10.42 of the Company's Annual
                Report on Form 10-K for the fiscal year ended December 31, 2001
                (File No. 000-11877)).

16.1            Letter from PricewaterhouseCoopers LLP to the Commission dated
                July 24, 2002. (Incorporated herein by reference to Exhibit 16.1
                to the Company's Current Report on Form 8-K dated July 24, 2002
                and filed with the Commission on July 30, 2002 (File No.
                000-11877)).

21.1            Subsidiaries of the Company. (Incorporated herein by reference
                to Exhibit 21.1 to the Company's Annual Report on Form 10-K for
                the fiscal year ended December 31, 2000 (File No. 000-11877)).

23.1            Consent of Tedder, James, Worden and Associates, P.A.
                (Incorporated herein by reference to Exhibit 23.1 to the
                Company's Annual Report on Form 10-K for the fiscal year ended
                December 31, 2002 (File No. 000-11877)).

23.2            Consent of PricewaterhouseCoopers LLP. (Incorporated herein by
                reference to Exhibit 23.2 to the Company's Annual Report on Form
                10-K for the fiscal year ended December 31, 2002 (File No.
                000-11877)).

99.1            Certifications of Alexander M. Milley and David M. Doolittle
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
                (Incorporated herein by reference to Exhibit 99.1 to the
                Company's Annual Report on Form 10-K for the fiscal year ended
                December 31, 2002 (File No. 000-11877)).

99.2            Certifications of Alexander M. Milley and David M. Doolittle
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
                (Filed herewith).



4.   Reports on Form 8-K

     No current reports on Form 8-K have been filed during the last quarter for
the period covered by this report.

                                       21
<PAGE>

                                   SIGNATURES

            Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this Amendment
No. 1 on Form 10-K/A to be signed on its behalf by the undersigned, thereunto
duly authorized.


                                        ELXSI CORPORATION



Date:  April 30, 2003               By: /s/ ALEXANDER M. MILLEY
                                        ------------------------------------
                                        Alexander M. Milley
                                        Chairman of the Board, President
                                        and Chief Executive Officer


                                       22
<PAGE>

                                 CERTIFICATIONS


         I, Alexander M. Milley, certify that:


1.       I have reviewed this annual report on Form 10-K/A of ELXSI Corporation;

2.       Based on my knowledge, this annual report amendment does not contain
         any untrue statement of a material fact or omit to state a material
         fact necessary to make the statements made, in light of the
         circumstances under which such statements were made, not misleading
         with respect to the period covered by this annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

         a)       Designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this annual report is being prepared;

         b)       Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

         c)       Presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent functions):

         a)       All significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b)       Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         annual report whether there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

Date: April 30, 2003
      --------------------------------------------------------------------------

By: /s/ ALEXANDER M. MILLEY
    ----------------------------------------------------------------------------
    Alexander M. Milley
    Chairman of the Board, President and Chief Executive Officer


                                       23
<PAGE>

         I, David M. Doolittle, certify that:


1.       I have reviewed this annual report on Form 10-K/A of ELXSI Corporation;

2.       Based on my knowledge, this annual report amendment does not contain
         any untrue statement of a material fact or omit to state a material
         fact necessary to make the statements made, in light of the
         circumstances under which such statements were made, not misleading
         with respect to the period covered by this annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

         a)       Designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this annual report is being prepared;

         b)       Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

         c)       Presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent functions):

         a)       All significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         b)       Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         annual report whether there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

Date: April 30, 2003
      --------------------------------------------------------------------------

By: /s/ DAVID M. DOOLITTLE
    ----------------------------------------------------------------------------
    David M. Doolittle
    Treasurer, Secretary and Chief Financial Officer


                                       24