EXHIBIT 4.6












                                SERIES C WARRANT

                           To Purchase Common Stock of

                                ELXSI CORPORATION


























                            Series C Warrant No. C-3

                      No. of Shares of Common Stock: 68,762




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                                TABLE OF CONTENTS

                  This Table of Contents is not part of the document to which it
is attached, but is inserted for convenience only.


                                                                            Page
                                                                            ----


1.  DEFINITIONS.............................................................  1

2.  EXERCISE OF WARRANT.....................................................  5
         2.1. Manner of Exercise............................................  5
         2.2. Payment of Warrant Price......................................  6
2.3. Payment of Taxes.......................................................  6
         2.4. Fractional Shares.............................................  7
         2.5. Continued Validity............................................  7

3.   TRANSFER, DIVISION AND COMBINATION.....................................  7
         3.1. Transfer......................................................  7
         3.2. Division and Combination......................................  8
         3.3. Expenses......................................................  8
         3.4. Maintenance of Books..........................................  8

4.       ADJUSTMENTS........................................................  8
         4.1. Stock Dividends, Subdivisions and Combinations................  8
         4.2. Issuance of Additional Shares of Common Stock.................  9
         4.3. Issuance of Warrants or Other Rights..........................  9
         4.4. Issuance of Convertible Securities............................ 10
         4.5. Superseding Adjustment........................................ 11
         4.6. Other Provisions Applicable to Adjustments Under
         this Section....................................................... 12
         4.7. Reorganization, Reclassification, Merger,
         Consolidation or Disposition of Assets............................. 14
         4.8. Other Action Affecting Common Stock........................... 15
         4.9. Certain Limitations........................................... 15

5.       NOTICES TO WARRANT HOLDERS......................................... 15
         5.1. Notice of Adjustments......................................... 15
         5.2. Accountants' Opinion.......................................... 16
         5.3. Notice of Certain Corporate Actions........................... 16

6.       NO IMPAIRMENT...................................................... 16

7.       RESERVATION AND AUTHORIZATION OF COMMON STOCK;
         REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL
         AUTHORITY.......................................................... 17

8.   TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS..................... 18


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9.       RESTRICTIONS ON TRANSFERABILITY.................................... 18
         9.1. Restrictive Legend............................................ 18
9.2. Notice of Proposed Transfers; Requests for
         Registration....................................................... 19
         9.3. Termination of Restrictions................................... 19

10.  SUPPLYING INFORMATION.................................................. 20

11.  LOSS OR MUTILATION..................................................... 20

12.  OFFICE OF THE COMPANY.................................................. 20

13.  FINANCIAL AND BUSINESS INFORMATION..................................... 21
         13.1.  Quarterly Information....................................... 21
         13.2.  Annual Information.......................................... 21
         13.3.  Filings..................................................... 21

14.  REPURCHASE BY THE COMPANY OF WARRANT................................... 22
         14.1.  Obligation to Repurchase Warrant............................ 22
         14.2.  Determination and Payment of Repurchase Price............... 23

15.      APPRAISAL.......................................................... 24

16.  LIMITATION OF LIABILITY................................................ 24

17.      MISCELLANEOUS...................................................... 24
         17.1.  Nonwaiver and Expenses...................................... 24
         17.2.  Notice Generally............................................ 24
         17.3.  Remedies.................................................... 25
         17.4.  Successors and Assigns...................................... 25
         17.5.  Amendment................................................... 25
         17.6.  Severability................................................ 25
         17.7.  Headings.................................................... 26
         17.8.  Governing Law............................................... 26



                            - ii -

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                  THIS WARRANT AND THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT
BEEN  REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  AND MAY NOT BE
TRANSFERRED  IN VIOLATION OF SUCH ACT, THE RULES AND  REGULATIONS  THEREUNDER OR
THE PROVISIONS OF THIS WARRANT.


No. of Shares of Common Stock: 68,762                          Warrant No. C-3

                                SERIES C WARRANT

                           To Purchase Common Stock of

                                ELXSI CORPORATION

                  THIS WARRANT  CERTIFIES  THAT ELIOT  KIRKLAND  L.L.C.,  or its
registered  assigns,  is entitled,  at any time prior to the Expiration Date (as
hereinafter defined), to purchase from ELXSI CORPORATION, a Delaware corporation
(the  "Company"),  68,762  shares of Common  Stock (as  hereinafter  defined and
subject  to  adjustment  as  provided  herein),  in whole or in part,  including
fractional  parts,  at a Current  Warrant  Price of $4.36 per share,  all on the
terms and conditions and pursuant to the provisions  hereinafter set forth.  The
number of shares of Common Stock  purchasable under this Warrant and the Current
Warrant Price are subject to adjustment as provided in Section 4.

                  This Warrant is one of a the warrants originally issued by the
Company on the Closing  Date (as  hereinafter  defined)  to Cadmus  Corporation,
entitling  the  holder or  holders  thereof to  purchase,  initially  and in the
aggregate,  up to 68,762  shares of Common  Stock  (collectively,  the "Series C
Warrants").


1.  DEFINITIONS

                  As used in this Warrant,  the  following  terms shall have the
respective meanings set forth below:

                  "Additional  Shares of Common  Stock" shall mean all shares of
Common Stock issued by the Company  after the Closing  Date,  other than Warrant
Stock.

                  "Appraised  Value"  shall  mean,  in  respect  of any share of
Common Stock on any date herein specified, the fair saleable value of such share
of Common  Stock  (determined  without  giving  effect to the discount for (i) a
minority  interest or (ii) any lack of  liquidity  of the Common Stock or to the
fact that the Company may have no class of equity security  registered under the
Exchange  Act) as of the  last day of the  immediately  preceding  fiscal  month
unless  such last day of the  immediately  preceding  month is within 15 days of
such date specified, then as of the last day of the next preceding fiscal month,
based on the value of the Company,  as determined by an investment  banking firm
selected in accordance


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with the terms of Section 15, divided by the number of Fully Diluted Outstanding
shares of Common Stock.

                  "Business  Day" shall  mean any day that is not a Saturday  or
Sunday or a day on which  banks are  required or  permitted  to be closed in the
State of New York.

                  "Closing Date" shall have the meaning set forth in the
Merger Agreement.

                  "Commission" shall mean the Securities and Exchange Commission
or any other federal  agency then  administering  the  Securities  Act and other
federal securities laws.

                  "Common Stock" shall mean (except where the context  otherwise
indicates) the Common Stock,  $.001 par value,  of the Company as constituted on
the  Closing  Date,  and any  capital  stock into which  such  Common  Stock may
thereafter  be changed,  and shall also include (i) capital stock of the Company
of any other  class  (regardless  of how  denominated)  issued to the holders of
shares of  Common  Stock  upon any  reclassification  thereof  which is also not
preferred as to dividends or assets over any other class of stock of the Company
and which is not subject to  redemption  and (ii) shares of common  stock of any
successor or acquiring  corporation  (as defined in Section 4.7)  received by or
distributed  to the holders of Common Stock of the Company in the  circumstances
contemplated by Section 4.7.

                  "Convertible Securities" shall mean evidences of indebtedness,
shares of stock or other  securities  which are convertible into or exchangeable
for, with or without  payment of additional  consideration  in cash or property,
Additional Shares of Common Stock,  either immediately or upon the occurrence of
a specified date or a specified event.

                  "Current  Market Price" shall mean, in respect of any share of
Common  Stock on any date  herein  specified,  (a) if there  shall not then be a
public  market for the Common  Stock,  the  Appraised  Value per share of Common
Stock as at such date,  or (b) if there  shall  then be a public  market for the
Common Stock, the average of the daily market prices for 30 consecutive Business
Days  commencing 45 days before such date.  The daily market price for each such
Business Day shall be (i) the last sale price on such day on the principal stock
exchange on which such Common Stock is then listed or admitted to trading,  (ii)
if no sale takes place on such day on any such exchange, the average of the last
reported  closing bid and asked prices on such day as  officially  quoted on any
such  exchange,  (iii) if the Common  Stock is not then  listed or  admitted  to
trading on any stock exchange,  the average of the last reported closing bid and
asked  prices on such day in the  over-the-counter  market,  as furnished by the
National  Association of Securities  Dealers  Automatic  Quotation System or the
National Quotation

                                      - 2 -

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Bureau,  Inc.,  (iv) if neither such  corporation  at the time is engaged in the
business of reporting such prices, as furnished by any similar firm then engaged
in such business, or (v) if there is no such firm, as furnished by any member of
the NASD selected  mutually by the Majority  Holders and the Company or, if they
cannot agree upon such  selection,  as selected by two such members of the NASD,
one of which shall be selected by the Majority Holders and one of which shall be
selected by the Company.

                  "Current  Warrant  Price" shall mean, in respect of a share of
Common Stock at any date herein specified,  the price at which a share of Common
Stock may be purchased pursuant to this Warrant on such date.

                  "Deferral Notice" shall have the meaning set forth in
Section 14.1(a).

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.

                  "Exercise  Period"  shall  mean the period  during  which this
Warrant is exercisable pursuant to Section 2.1.

                 "Expiration Date" shall mean January 31, 1997.

                  "Fully  Diluted   Outstanding"  shall  mean,  when  used  with
reference to Common Stock,  at any date as of which the number of shares thereof
is to be determined, all shares of Common Stock Outstanding at such date and all
shares of Common  Stock  issuable  in  respect  of this  Warrant,  and all other
options or warrants to  purchase,  or  securities  convertible  into,  shares of
Common Stock outstanding on such date.

                  "GAAP" shall mean generally accepted accounting  principles in
the United States of America as from time to time in effect.

                  "Holder"  shall mean the Person in whose name the  Warrant set
forth  herein is  registered  on the books of the  Company  maintained  for such
purpose.

                  "Majority   Holders"   shall  mean  the  holders  of  Warrants
exercisable  for in  excess of 50% of the  aggregate  number of shares of Common
Stock  then  purchasable  upon  exercise  of all  Warrants,  whether or not then
exercisable.

                  "Merger Agreement" shall mean the Agreement and Plan of Merger
dated October 16, 1992 among the Company,  ELXSI, a California  corporation  and
wholly-owned  subsidiary of the Company,  Cadmus  Corporation,  a  Massachusetts
corporation, and Holdingcues,

                                      - 3 -

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Inc., a Delaware corporation and wholly-owned subsidiary of Cadmus Corporation.

                  "NASD"  shall  mean the  National  Association  of  Securities
Dealers, Inc., or any successor corporation thereto.

                  "Other Property" shall have the meaning set forth in
Section 4.7.

                  "Outstanding"  shall mean,  when used with reference to Common
Stock, at any date as of which the number of shares thereof is to be determined,
all issued  shares of Common  Stock,  except shares then owned or held by or for
the  account of the Company or any  subsidiary  thereof,  and shall  include all
shares issuable in respect of outstanding scrip or any certificates representing
fractional interests in shares of Common Stock.

                  "Person"  shall  mean  any  individual,  sole  proprietorship,
partnership,  joint  venture,  trust,  incorporated  organization,  association,
corporation,  institution,  public  benefit  corporation,  entity or  government
(whether  federal,  state,  county,  city,  municipal or  otherwise,  including,
without limitation,  any instrumentality,  division,  agency, body or department
thereof).

                  "Registration  Rights  Agreement" shall mean that Registration
Rights  Agreement  entered  into  by  the  Company  and  Cadmus  Corporation,  a
Massachusetts  corporation,  referred  to  in  Section  6.01(h)  of  the  Merger
Agreement.

                  "Repurchase Price" shall have the meaning set forth in
Section 14.2.

                  "Restricted  Common  Stock"  shall mean shares of Common Stock
which are, or which upon their  issuance on the exercise of this  Warrant  would
be,  evidenced  by a  certificate  bearing the  restrictive  legend set forth in
Section 9.1(a).

                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended,  or any similar federal  statute,  and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.

                  "Series C  Warrants"  shall have the  meaning set forth in the
second paragraph of this Warrant.

                  "Series C Warrant Stock" shall mean the shares of Common Stock
purchased by the holders of the Series A Warrants upon the exercise thereof.

                  "Transfer"  shall  mean  any  disposition  of any  warrant  or
Warrant  Stock or of any interest in either  thereof,  which would  constitute a
sale thereof within the meaning of the Securities Act.

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                  "Transfer Notice" shall have the meaning set forth in
Section 9.2.

                  "Warrants"  shall mean this  Warrant and all  warrants  issued
upon transfer,  division or combination of, or in substitution for, any thereof.
All  Warrants  shall at all times be identical  as to terms and  conditions  and
date,  except as to the  number of shares of Common  Stock for which they may be
exercised.

                  "Warrant  Price"  shall mean an amount equal to (i) the number
of shares of Common Stock being purchased upon exercise of this Warrant pursuant
to Section 2.1,  multiplied by (ii) the Current  Warrant Price as of the date of
such exercise.

                  "Warrant   Stock"  shall  mean  the  shares  of  Common  Stock
purchased by the holders of the Warrants upon the exercise thereof.


2.  EXERCISE OF WARRANT

                  2.1.  Manner of Exercise.  From and after the Closing Date and
until 5:00 P.M., New York time, on the Expiration Date, Holder may exercise this
Warrant,  on one or more occasions,  on any Business Day, for all or any part of
the number of shares of Common Stock purchasable hereunder.

                  In order to exercise this Warrant, in whole or in part, Holder
shall  deliver to the Company at its  principal  office at 4209  Vineland  Road,
Suite J-1,  Orlando,  Florida 32811 or at the office or agency designated by the
Company  pursuant  to Section 12, (i) a written  notice of Holder's  election to
exercise this Warrant, which notice shall specify the number of shares of Common
Stock to be purchased, (ii) payment of the Warrant Price and (iii) this Warrant.
Such  notice  shall  be  substantially  in the  form  of the  subscription  form
appearing  at the end of this  Warrant as Exhibit A, duly  executed by Holder or
its agent or attorney.  Upon receipt thereof,  the Company shall, as promptly as
practicable, and in any event within five (5) Business Days thereafter,  execute
or cause to be  executed  and  deliver  or cause  to be  delivered  to  Holder a
certificate or certificates  representing the aggregate number of full shares of
Common Stock  issuable  upon such  exercise,  together  with cash in lieu of any
fraction  of  a  share,  as  hereinafter  provided.  The  stock  certificate  or
certificates so delivered shall be in such denomination or denominations as such
Holder shall request in the notice and shall be registered in the name of Holder
or,  subject to Section 9, such other name as shall be designated in the notice.
This Warrant  shall be deemed to have been  exercised  and such  certificate  or
certificates shall be deemed to have been issued, and Holder or any other Person
so  designated  to be named  therein  shall be deemed to have become a holder of
record of such shares for all purposes,  as of the date on which the last of the
notice, the payment of the Current Warrant Price and this Warrant

                                      - 5 -

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is received by the Company as described  above.  If this Warrant shall have been
exercised in part, the Company shall, at the time of delivery of the certificate
or  certificates  representing  Warrant  Stock,  deliver to Holder a new Warrant
evidencing  the rights of Holder to purchase  the  unpurchased  shares of Common
Stock called for by this Warrant,  which new Warrant shall in all other respects
be  identical  with this  Warrant,  or, at the  request of  Holder,  appropriate
notation  may be  made  on  this  Warrant  and  the  same  returned  to  Holder.
Notwithstanding  any provision herein to the contrary,  the Company shall not be
required to register  shares in the name of any Person who acquired this Warrant
(or part thereof) or any Warrant Stock  otherwise  than in accordance  with this
Warrant.

                  2.2.  Payment of Warrant  Price.  (a)  Payment of the  Warrant
Price  shall be made at the option of the Holder (i) by  certified  or  official
bank check,  (ii) by surrender of  indebtedness  of the Company with a principal
value equal to the Warrant  Price or such portion of the Warrant  Price as shall
be comprised of such  indebtedness,  (iii) by surrender of equity  securities of
the Company,  including equity securities  obtained pursuant to this Warrant (or
any warrant issued in  substitution  hereof),  with a value equal to the Warrant
Price or such portion of the Warrant  Price as shall be comprised by such equity
securities,  (iv) by  surrender  of a warrant  of the  Company,  including  this
Warrant, or any warrant issued in substitution thereof or hereof), or (v) by any
combination of the foregoing with an aggregate value equal to the Warrant Price.

                  (b) In the event of an exercise of this  Warrant in the manner
set  forth in  Sections  2.2(a)(iii)  or (v)  above,  the  value of such  equity
securities  shall be an  amount  equal to the sum of the  average  of the  daily
market price of such  securities for the thirty (30)  consecutive  Business Days
preceding  the date on which this warrant shall be exercised and the quantity of
securities tendered.

                  (c) In the event of an exercise of this  Warrant in the manner
set forth in Sections 2.2(a)(iv) or (v) above, the value of the warrant shall be
an amount equal to the difference  between (i) an amount equal to the sum of the
average of the daily market price of the securities  represented by such warrant
for the thirty (30)  consecutive  Business Days preceding the date on which this
Warrant shall be exercised and the quantity of securities  for which the warrant
may be exchanged  and (ii) an amount  equal to the sum of the exercise  price as
specified in such warrant and the quantity of  securities  for which the warrant
may be exchanged .

                  2.3. Payment of Taxes.  All shares of Common Stock
issuable upon the exercise of this Warrant pursuant to the terms
hereof shall have been duly authorized and, upon issuance, validly
issued and shall be fully paid and nonassessable and without any
preemptive rights.  The Company shall pay all expenses in

                                      - 6 -

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connection  with,  and all  taxes  and other  governmental  charges  that may be
imposed with respect to, the  issuance or delivery  thereof,  unless such tax or
charge is imposed by law upon Holder,  in which case such taxes or charges shall
be paid by Holder. The Company shall not be required, however, to pay any tax or
other charge imposed in connection with any transfer involved in the issuance of
any  certificate  for shares of Common  Stock  issuable  upon  exercise  of this
Warrant  in any name other  than that of  Holder,  and in such case the  Company
shall not be required to issue or deliver any stock  certificate  until such tax
or other charge has been paid.

                  2.4.  Fractional  Shares. The Company shall not be required to
issue a fractional share of Common Stock upon exercise of any Warrant. As to any
fraction of a share which the Holder of one or more  Warrants,  the rights under
which are  exercised  in the same  transaction,  would  otherwise be entitled to
purchase upon such exercise,  the Company shall pay a cash adjustment in respect
of such final  fraction in an amount  equal to the same  fraction of the Current
Market Price per share of Common Stock on the date of exercise.

                  2.5.  Continued  Validity.  A holder of shares of Common Stock
issued  upon the  exercise  of this  Warrant,  in whole or in part (other than a
holder who acquires  such shares after the same have been publicly sold pursuant
to a  registration  statement  under the Securities Act or sold pursuant to Rule
144  thereunder),  shall  continue to be entitled with respect to such shares to
all rights to which it would have been  entitled as Holder under  Sections 9, 10
and 17 of this  Warrant.  The Company will, at the time of each exercise of this
Warrant,  in whole or in part,  upon the  request of the holder of the shares of
Common Stock issued upon such exercise hereof,  acknowledge in writing,  in form
reasonably  satisfactory to such holder, its continuing  obligation to afford to
such holder all such rights;  provided,  however, that if such holder shall fail
to make  any  such  request,  such  failure  shall  not  affect  the  continuing
obligation of the Company to afford to such holder all such rights.


3.   TRANSFER, DIVISION AND COMBINATION

                  3.1.  Transfer.  Subject to compliance with Sections 9 and 14,
transfer of this Warrant and all rights hereunder, in whole or in part, shall be
registered on the books of the Company to be maintained  for such purpose,  upon
surrender of this Warrant at the principal  office of the Company referred to in
Section  2.1 or the  office or agency  designated  by the  Company  pursuant  to
Section 12, together with a written assignment of this Warrant  substantially in
the form of Exhibit B hereto  duly  executed  by Holder or its agent or attorney
and if such transfer is not to be made pursuant to Section 14, funds  sufficient
to pay any transfer  taxes payable upon the making of such  transfer.  Upon such
surrender and, if required,  such payment, the Company shall, subject to Section
9, execute and

                                      - 7 -

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deliver a new Warrant or Warrants in the name of the assignee or  assignees  and
in the denomination specified in such instrument of assignment,  and shall issue
to the  assignor a new Warrant  evidencing  the  portion of this  Warrant not so
assigned,  and this Warrant shall promptly be cancelled.  A Warrant, if properly
assigned in compliance  with Section 9, may be exercised by a new Holder for the
purchase of shares of Common Stock without having a new Warrant issued.

                  3.2.  Division  and  Combination.  Subject  to Section 9, this
Warrant may be divided or combined with other Warrants upon presentation  hereof
at the aforesaid office or agency of the Company, together with a written notice
specifying the names and  denominations  in which new Warrants are to be issued,
signed by Holder or its agent or attorney.  Subject to  compliance  with Section
3.1 and  with  Section  9, as to any  transfer  which  may be  involved  in such
division or combination,  the Company shall execute and deliver a new Warrant or
Warrants  in  exchange  for the Warrant or Warrants to be divided or combined in
accordance with such notice.

                  3.3. Expenses.  The Company shall prepare, issue and
deliver at its own expense (other than transfer taxes) the new
Warrant or Warrants under this Section 3.

                  3.4. Maintenance of Books.  The Company agrees to
maintain, at its aforesaid office or agency, books for the
registration and the registration of transfer of the Warrants.


4.       ADJUSTMENTS

                  The number of shares of Common Stock for which this Warrant is
exercisable, or the price at which such shares may be purchased upon exercise of
this Warrant,  shall be subject to adjustment  from time to time as set forth in
this Section 4. The Company shall give each Holder notice of any event described
below which  requires an  adjustment  pursuant to this  Section 4 at the time of
such event.

                  4.1. Stock Dividends, Subdivisions and Combinations.  If
at any time the Company shall:

                  (a) take a record of the  holders of its Common  Stock for the
         purpose of  entitling  them to receive a dividend  payable in, or other
         distribution of, Additional Shares of Common Stock,

                  (b) subdivide its outstanding shares of Common Stock into
         a larger number of shares of Common Stock, or


                                      - 8 -

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                  (c) combine its outstanding Shares of Common Stock into
         a smaller number of shares of Common Stock,

then (i) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record  holder of the same
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the  occurrence  of such event would own or be entitled to
receive  after the happening of such event,  and (ii) the Current  Warrant Price
shall be adjusted  to equal (A) the  Current  Warrant  Price  multiplied  by the
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the  adjustment  divided  by (B) the  number of shares for
which this Warrant is exercisable immediately after such adjustment.

                  4.2. Issuance of Additional Shares of Common Stock.  If at
any time the Company shall (except as  hereinafter  provided)  issue or sell any
Additional  Shares of Common Stock to persons other than Buyers (as such term is
defined in that certain Stock and Note Purchase Agreement dated as of August 31,
1989 by and among the  Company,  The Airlie  Group L.P.  and Milley &  Company),
Continental Illinois Equity Corporation ("CIEC") and their respective affiliates
and associates  (as such terms are defined under the Securities  Exchange Act of
1934,  as amended) in exchange  for  consideration  in an amount per  Additional
Share of  Common  Stock  less  than the  Current  Warrant  Price at the time the
Additional Shares of Common Stock are issued, then (i) the Current Warrant Price
as to the number of shares for which this Warrant is  exercisable  prior to such
adjustment  shall be reduced to a price  determined  by  dividing  (A) an amount
equal  to the sum of (X) the  number  of  shares  of  Common  Stock  Outstanding
immediately  prior to such issue or sale multiplied by the then existing Current
Warrant Price, plus (Y) the consideration,  if any, received by the Company upon
such  issue or sale to  persons  other  than  Buyers,  CIEC or their  respective
affiliates  or  associates,  by (B) the total  number of shares of Common  Stock
Outstanding immediately after such issue or sale (excluding the number of shares
issued in the  transaction  to Buyers,  CIEC or their  respective  affiliates or
associates) and (ii) the number of shares of Common Stock for which this Warrant
is  exercisable  shall be adjusted to equal the product  obtained by multiplying
the Current Warrant Price in effect  immediately  prior to such issue or sale by
the  number of shares of Common  Stock for which  this  Warrant  is  exercisable
immediately  prior to such issue or sale and dividing the product thereof by the
Current  Warrant Price resulting from the adjustment made pursuant to clause (i)
above.

                  4.3. Issuance of Warrants or Other Rights.  If at any time
the  Company  shall take a record of the  holders  of its  Common  Stock for the
purpose of entitling them to receive a  distribution  of, or shall in any manner
(whether directly or by assumption in a

                                      - 9 -

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merger in which the Company is the  surviving  corporation)  issue or sell,  any
warrants or other rights to subscribe for or purchase any  Additional  Shares of
Common  Stock  or any  Convertible  Securities,  whether  or not the  rights  to
exchange or convert thereunder are immediately  exercisable,  then the number of
shares of Common  Stock for which this  Warrant is  exercisable  and the Current
Warrant Price shall be adjusted as provided in Section 4.2 on the basis that the
maximum  number of Additional  Shares of Common Stock  issuable  pursuant to all
such warrants or other rights or necessary to effect the  conversion or exchange
of all such  Convertible  Securities  shall be deemed to have  been  issued  and
outstanding and the Company shall have received all of the consideration payable
therefor,  if any,  as of the date of the actual  issuance  of such  warrants or
other  rights.  No  further  adjustments  of the number of shares for which this
Warrant is  exercisable  or the  Current  Warrant  Price  shall be made upon the
actual  issue  of such  Common  Stock  or of such  Convertible  Securities  upon
exercise  of such  warrants  or other  rights or upon the  actual  issue of such
Common Stock upon such conversion or exchange of such Convertible Securities.

                  4.4.  Issuance of Convertible  Securities.  If at any time the
Company  shall take a record of the holders of its Common  Stock for the purpose
of entitling them to receive a distribution  of, or shall in any manner (whether
directly  or by  assumption  in a merger in which the  Company is the  surviving
corporation)  issue or sell,  any  Convertible  Securities,  whether  or not the
rights to exchange or convert thereunder are immediately  exercisable,  then the
number of shares of Common Stock for which this Warrant is  exercisable  and the
Current  Warrant Price shall be adjusted as provided in Section 4.2 on the basis
that the maximum number of Additional Shares of Common Stock necessary to effect
the conversion or exchange of all such Convertible Securities shall be deemed to
have been issued and  outstanding and the Company shall have received all of the
consideration  payable  therefor,  if any, as of the date of actual  issuance of
such  Convertible  Securities.  No  adjustment of the number of shares for which
this Warrant is  exercisable  or the Current  Warrant  Price shall be made under
this  Section 4.4 upon the  issuance  of any  Convertible  Securities  which are
issued  pursuant  to the  exercise  of any  warrants  or other  subscription  or
purchase rights therefor, if any such adjustment shall previously have been made
upon the issuance of such  warrants or other rights  pursuant to Section 4.3. No
further  adjustments  of the number of shares of the Common Stock for which this
Warrant is  exercisable  or the  Current  Warrant  Price  shall be made upon the
actual  issue  of  such  Common  Stock  upon  conversion  or  exchange  of  such
Convertible  Securities and, if any issue or sale of such Convertible Securities
is made upon  exercise  of any  warrant or other  right to  subscribe  for or to
purchase  or any  warrant  or other  right  to  purchase  any  such  Convertible
Securities  for which  adjustments  of the number of shares of Common  Stock for
which this Warrant is exercisable or the Current  Warrant Price have been or are
to be  made  pursuant  to  other  provisions  of  this  Section  4,  no  further
adjustments of the number

                                     - 10 -

<PAGE>



of shares of Common Stock for which this Warrant is  exercisable  or the Current
Warrant Price shall be made by reason of such issue or sale.

                  4.5. Superseding Adjustment.  If, at any time after any
adjustment  of the number of shares of Common  Stock for which  this  Warrant is
exercisable  shall have been made  pursuant to Section 4.3 or Section 4.4 as the
result of any issuance of warrants, rights or Convertible Securities,

                  (a) such  warrants or rights,  or the right of  conversion  or
         exchange in such  Convertible  Securities,  shall expire,  and all or a
         portion of such  warrants  or  rights,  or the right of  conversion  or
         exchange  with  respect  to  all  or  a  portion  of  such  Convertible
         Securities,as  the  case may be,  shall  not have  been  exercised,  or
         treated as having been exercised or otherwise  cancelled or acquired by
         the  Company  in  connection  with any  settlement  including,  without
         limitation,  any cash  settlement,  of such warrants or rights,  or the
         right of conversion or exchange of such Convertible Securities, or

                  (b) the  consideration  per share  for which  shares of Common
         Stock are issuable pursuant to such warrants or rights, or the terms of
         such other Convertible Securities,  shall be increased solely by virtue
         of  provisions  therein  contained  for an  automatic  increase in such
         consideration  per share upon the  occurrence  of a  specified  date or
         event,

then such previous adjustment shall be rescinded and annulled and the Additional
Shares of Common  Stock  which were  deemed to have been issued by virtue of the
computation  made in  connection  with the  adjustment so rescinded and annulled
shall no longer be  deemed  to have been  issued by virtue of such  computation.
Thereupon, a recomputation shall be made of the effect of such rights or options
or other Convertible Securities on the basis of

                  (c) treating the number of  Additional  Shares of Common Stock
         or other  property,  if any,  theretofore  actually  issued or issuable
         pursuant to the previous exercise of any such warrants or rights or any
         such right of conversion or exchange, as having been issued on the date
         or  dates  of any  such  exercise  and for the  consideration  actually
         received and receivable therefor, and

                  (d)  treating  any  such   warrants  or  rights  or  any  such
         Convertible  Securities  which then remain  outstanding  as having been
         granted or issued  immediately  after the time of such  increase of the
         consideration  per  share for  which  shares  of Common  Stock or other
         property  are  issuable   under  such   warrants  or  rights  or  other
         Convertible  Securities;  whereupon a new  adjustment  of the number of
         shares of Common Stock for which this Warrant is  exercisable  shall be
         made, which new

                                     - 11 -

<PAGE>



         adjustment shall supersede the previous adjustment so rescinded and
         annulled.

                  4.6. Other  Provisions  Applicable to  Adjustments  Under this
Section.  The  following  provisions  shall  be  applicable  to  the  making  of
adjustments  of the number of shares of Common  Stock for which this  Warrant is
exercisable provided for in this Section 4:

                  (a)  Computation  of  Consideration.  To the  extent  that any
         Additional Shares of Common Stock or any Convertible  Securities or any
         warrants or other  rights to subscribe  for or purchase any  Additional
         Shares of Common Stock or any  Convertible  Securities  shall be issued
         for cash  consideration,  the  consideration  received  by the  Company
         therefor  shall be the  amount  of the  cash  received  by the  Company
         therefor,  or, if such Additional Shares of Common Stock or Convertible
         Securities   are  offered  by  the  Company   for   subscription,   the
         subscription  price,  or, if such Additional  Shares of Common Stock or
         Convertible  Securities are sold to  underwriters or dealers for public
         offering without a subscription  offering,  the initial public offering
         price (in any such case  subtracting any amounts paid or receivable for
         accrued  interest or accrued  dividends and without taking into account
         any compensation, discounts or expenses paid or incurred by the Company
         for and in the  underwriting  of, or otherwise in connection  with, the
         issuance  thereof).  To the extent  that such  issuance  shall be for a
         consideration  other  than  cash,  then,  except  as  herein  otherwise
         expressly provided, the amount of such consideration shall be deemed to
         be the fair value of such consideration at the time of such issuance as
         determined  in good faith by the Board of Directors of the Company.  In
         case  any  Additional   Shares  of  Common  Stock  or  any  Convertible
         Securities or any warrants or other rights to.subscribe for or purchase
         such Additional Shares of Common Stock or Convertible  Securities shall
         be issued in connection with any merger in which the Company issues any
         securities,  the amount of consideration therefor shall be deemed to be
         the fair value,  as  determined in good faith by the Board of Directors
         of the  Company,  of such  portion of the assets  and  business  of the
         non-surviving  corporation as such Board in good faith shall  determine
         to  be  attributable  to  such  Additional   Shares  of  Common  Stock,
         Convertible  Securities,  warrants or other rights, as the case may be.
         The  consideration  for any Additional  Shares of Common Stock issuable
         pursuant to any warrants or other  rights to subscribe  for or purchase
         the same shall be the consideration received by the Company for issuing
         such warrants or other rights plus the additional consideration payable
         to the Company upon the exercise of such warrants or other rights.  The
         consideration  for any  Additional  Shares  of  Common  Stock  issuable
         pursuant  to the  terms  of any  Convertible  Securities  shall  be the
         consideration received by the Company for issuing warrants or

                                     - 12 -

<PAGE>



         other rights to subscribe for or purchase such Convertible  Securities,
         plus the consideration paid or payable to the Company in respect of the
         subscription for or purchase of such Convertible  Securities,  plus the
         additional consideration,  if any, payable to the Company upon exercise
         of the right of conversion or exchange in such Convertible  Securities.
         In case of the issuance at any time of any Additional  Shares of Common
         Stock or  Convertible  Securities  in  payment or  satisfaction  of any
         dividends upon any class of stock other than Common Stock,  the Company
         shall be deemed to have received for such  Additional  Shares of Common
         Stock or Convertible  Securities a consideration equal to the amount of
         such dividend so paid or satisfied.  Whenever the Board of Directors of
         the Company shall be required to make a determination  in good faith of
         the fair  value of any  consideration,  such  determination  shall,  if
         requested  by the  Majority  Holders,  be supported by an opinion of an
         investment banking firm of recognized national standing selected by the
         Company and acceptable to such Holders.

                  (b) When  Adjustments to Be Made. The adjustments  required by
         this  Section 4 shall be made  whenever  and as often as any  specified
         event requiring an adjustment  shall occur,  except that any adjustment
         of the  number  of shares of Common  Stock for which  this  Warrant  is
         exercisable  that would otherwise be required may be postponed  (except
         in the case of a  subdivision  or  combination  of shares of the Common
         Stock,  as provided  for in Section 4.1) up to, but not beyond the date
         of  exercise  if  such  adjustment  either  by  itself  or  with  other
         adjustments  not previously  made adds or subtracts less than 1% of the
         shares  of  Common  Stock  for  which  this   Warrant  is   exercisable
         immediately  prior to the  making of such  adjustment.  Any  adjustment
         representing  a change of less  than such  minimum  amount  (except  as
         aforesaid) which is postponed shall be carried forward and made as soon
         as such adjustment,  together with other  adjustments  required by this
         Section 4 and not previously made, would result in a minimum adjustment
         or on the date of  exercise.  For the  purpose of any  adjustment,  any
         specified  event  shall be  deemed  to have  occurred  at the  close of
         business on the date of its occurrence.

                  (c) Fractional Interests.  In computing adjustments under
         this Section 4, fractional interests in Common Stock shall be
         taken into account to the nearest 1/10th of a share.

                  (d) When Adjustment Not Required.  If the Company shall take a
         record of the holders of its Common  Stock for the purpose of entitling
         them to receive a dividend or  distribution or subscription or purchase
         rights  and  shall,   thereafter   and  before  the   distribution   to
         stockholders  thereof,  legally abandon its plan to pay or deliver such
         dividend, distribution, subscription or purchase rights, then

                                     - 13 -

<PAGE>



         thereafter no  adjustment  shall be required by reason of the taking of
         such record and any such adjustment  previously made in respect thereof
         shall be rescinded and annulled.

                  (e) Escrow of Warrant  Stock.  If after any  property  becomes
         distributable pursuant to this Section 4 by reason of the taking of any
         record of the holders of Common Stock,  but prior to the  occurrence of
         the event for which such  record is taken,  and Holder  exercises  this
         Warrant,  any Additional  Shares of Common Stock issuable upon exercise
         by reason of such adjustment  shall be deemed the last shares of Common
         Stock for which this  Warrant is exercised  (notwithstanding  any other
         provision  to the  contrary  herein) and such shares or other  property
         shall be held in  escrow  for  Holder  by the  Company  to be issued to
         Holder upon and to the extent that the event actually takes place, upon
         payment of the then Current  Warrant Price.  Notwithstanding  any other
         provision  to the contrary  herein,  if the event for which such record
         was taken fails to occur or is  rescinded,  then such  escrowed  shares
         shall be cancelled by the Company and escrowed property returned.

                  (f) Challenge to Good Faith Determination.  Whenever the Board
         of Directors of the Company  shall be required to make a  determination
         in good faith of the fair value of any item under this  Section 4, such
         determination  may be  challenged  in good  faith  by  Holder,  and any
         dispute shall be resolved by an  investment  banking firm of recognized
         national  standing  selected  by the  Company  and  acceptable  to such
         Holder.

                  4.7. Reorganization,  Reclassification,  Merger, Consolidation
or  Disposition  of Assets.  In case the Company shall  reorganize  its capital,
reclassify  its  Common  Stock,  consolidate  or  merge  with  or  into  another
corporation  (where the Company is not the surviving  corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business  to another  corporation  and,  pursuant to the terms of such
reorganization,   reclassification,  merger,  consolidation  or  disposition  of
assets, shares of common stock of the successor or acquiring corporation, or any
cash,  shares of stock or other securities or property of any nature  whatsoever
(including  warrants or other subscription or purchase rights) in addition to or
in lieu of  common  stock of the  successor  or  acquiring  corporation  ("Other
Property"),  are to be received by or distributed to the holders of Common Stock
of the  Company,  then each Holder shall have the right  thereafter  to receive,
upon  exercise  of such  Warrant,  the  number of shares of Common  Stock of the
successor or acquiring  corporation  or of the Company,  if it is the  surviving
receivable   upon   or   as   a   corporation,    and    reorganization,Property
reclassification,  merger, result of such consolidation or disposition of assets
by a holder of the number of

                                     - 14 -

<PAGE>



shares  of Common  Stock  for which  this  Warrant  is  exercisable  immediately
reclassification,   event.   In  case   of  any   merger,   consolidation   such
reorganization, assets, or disposition of the successor or acquiring corporation
(if  other  than  the  Company)  shall  expressly  assume  the due and  punctual
observance  and  performance  of each and every  covenant and  condition of this
Warrant to be performed and observed by the Company and all the  obligations and
liabilities   hereunder,   subject  to  such  modifications  as  may  be  deemed
appropriate  (as  determined  by  resolution  of the Board of  Directors  of the
Company) in order to provide for  adjustments  of shares of the Common Stock for
which  this  Warrant  is  exercisable  which  shall be as nearly  equivalent  as
practicable to the  adjustments  provided for in this Section 4. For purposes of
this Section 4.7 "common Stock of the successor or acquiring  corporation" shall
include  stock of such  corporation  of any class which is not  preferred  as to
dividends or assets over any other class of stock of such  corporation and which
is  not  subject  to  redemption   and  shall  also  include  any  evidences  of
indebtedness,  shares of stock or other securities which are convertible into or
exchangeable  for any such stock,  either  immediately  or upon the arrival of a
specified  date or the happening of a specified  event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing  provisions of
this  Section  4.7  shall   similarly   apply  to  successive   reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

                  4.8. Other Action  Affecting Common Stock. In case at any time
or from time to time the Company  shall take any action in respect of its Common
Stock,  other than any other action  described  in this Section 4, then,  unless
such action will not have an adverse effect upon the rights of the Holders,  the
number of  shares of Common  Stock or other  stock  for which  this  Warrant  is
exercisable  and the purchase  price thereof shall be adjusted in such manner as
may be  equitable  in the  circumstances  in order to preserve  and maintain the
economic  interest  and  ownership  interest of the Holders in and to the Common
Stock represented by this Warrant.

                  4.9. Certain Limitations.  Notwithstanding anything herein to
the contrary,  the Company agrees not to enter into any  transaction  which,  by
reason of any adjustment hereunder,  would cause the Current Warrant Price to be
less than the par value per share of Common Stock.


5.       NOTICES TO WARRANT HOLDERS

                  5.1. Notice of  Adjustments.  Whenever the number of shares of
Common  Stock for which this  Warrant is  exercisable,  or whenever the price at
which a share  of such  Common  Stock  may be  purchased  upon  exercise  of the
Warrants,  shall be adjusted  pursuant to Section 4, the Company shall forthwith
prepare a certificate to

                                     - 15 -

<PAGE>



be executed by the chief  financial  officer of the Company  setting  forth,  in
reasonable  detail,  the event  requiring the adjustment and the method by which
such  adjustment was  calculated  (including a description of the basis on which
the Board of Directors of the Company determined the fair value of any evidences
of  indebtedness,  shares of stock,  other securities or property or warrants or
other subscription or purchase rights referred to in Section 4.6(a)), specifying
the number of shares of Common Stock for which this Warrant is  exercisable  and
(if such  adjustment  was made  pursuant to Section 4.7 or 4.8)  describing  the
number and kind of any other  shares of stock or Other  Property  for which this
Warrant is exercisable,  and any change in the purchase price or prices thereof,
after giving  effect to such  adjustment or change.  The Company shall  promptly
cause a signed  copy of such  certificate  to be  delivered  to each  Holder  in
accordance  with Section  17.2.  The Company  shall keep at its office or agency
designated  pursuant to Section 12 copies of all such certificates and cause the
same to be available for inspection at said office during normal  business hours
by any Holder or any prospective  purchaser of a Warrant  designated by a Holder
thereof.

                  5.2. Accountants' Opinion. Upon each adjustment of the Current
Warrant Price or the number of shares for which this Warrant is exercisable, and
in the event of any change in the rights of the holder of this Warrant by reason
of other events herein set forth,  then and in each such case,  upon the written
request of the Majority Holders,  the Company will promptly obtain an opinion of
a firm of independent  certified  public  accountants  selected by the Company's
Board of Directors and reasonably  acceptable to such Majority Holders,  stating
the adjusted Current Warrant Price and the new number of shares so issuable,  or
specifying  the other  shares  of stock,  securities  or assets  and the  amount
thereof  receivable  as a result of such change in rights,  and setting forth in
reasonable  detail  the  method of  calculation  and the facts  upon  which such
calculation is based. The Company will promptly mail a copy of such accountants'
opinion to the registered holders this Warrant.

                  5.3. Notice of Certain Corporate Actions.  The Holder shall
be  entitled  to the same rights to receive  notice of  corporate  action as any
holder of Common Stock.


6.       NO IMPAIRMENT

                  The  Company  shall  not  by  any  action  including,  without
limitation,   amending  its   certificate  of   incorporation   or  through  any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities  or any other  voluntary  action,  avoid or seek to avoid the
observance or performance  of any of the terms of this Warrant,  but will at all
times in good  faith  assist in the  carrying  out of all such  terms and in the
taking of

                                     - 16 -

<PAGE>



all such  actions as may be necessary  or  appropriate  to protect the rights of
Holder against impairment. Without limiting the generality of the foregoing, the
Company  will (a) not  increase  the par value of any  shares  of  Common  Stock
receivable  upon the exercise of this Warrant above the amount payable  therefor
upon such exercise immediately prior to such increase in par value, (b) take all
such action as may be  necessary  or  appropriate  in order that the Company may
validly and legally  issue fully paid and  nonassessable  shares of Common Stock
upon the  exercise of this  Warrant,  and (c) use its best efforts to obtain all
such  authorizations,  exemptions  or consents from any public  regulatory  body
having jurisdiction thereof as may be necessary to enable the Company to perform
its obligations under this Warrant.

                  Upon the  request  of  Holder,  the  Company  will at any time
during the period this Warrant is outstanding  acknowledge  in writing,  in form
satisfactory  to  Holder,  the  continuing  validity  of  this  Warrant  and the
obligations of the Company hereunder.


7.       RESERVATION AND AUTHORIZATION OF COMMON STOCK; REGISTRATION
         WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY

                  From and after the  Closing  Date,  the  Company  shall at all
times  reserve and keep  available  for issue upon the exercise of Warrants such
number  of its  authorized  but  unissued  shares  of  Common  Stock  as will be
sufficient  to permit the  exercise  in full of all  outstanding  Warrants.  All
shares of Common Stock which shall be so issuable,  when issued upon exercise of
any Warrant and payment  therefor in accordance  with the terms of such Warrant,
shall  have  been  duly  and  validly   issued  and  shall  be  fully  paid  and
nonassessable, and not subject to preemptive rights.

                  Before  taking  any action  which  would  cause an  adjustment
reducing  the Current  Warrant  Price  below the then par value,  if any, of the
shares of Common Stock issuable upon exercise of any Warrant,  the Company shall
take any  corporate  action which may be necessary in order that the Company may
validly and legally  issue fully paid and  non-assessable  shares of such Common
Stock at such adjusted Current Warrant Price.

                  Before  taking any action which would result in an  adjustment
in the number of shares of Common Stock for which this Warrant is exercisable or
in the Current Warrant Price,  the Company shall obtain all such  authorizations
or exemptions  thereof, or consents thereto, as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.

                  If any shares of Common  Stock  required  to be  reserved  for
issuance upon exercise of any Warrant require registration or qualification with
any  governmental  authority  under any federal or state law (otherwise  than as
provided in the Registration Rights

                                     - 17 -

<PAGE>



Agreement)  before such shares may be so issued,  the Company will in good faith
and as  expeditiously  as  possible  and at its  expense  endeavor to cause such
shares to be duly registered or qualified.


8.   TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS

                  In the case of all  dividends  or other  distributions  by the
Company to the holders of its Common Stock with  respect to which any  provision
of Section 4 refers to the taking of a record of such holders,  the Company will
in each such case take such a record  and will take such  record as of the close
of business on a Business  Day.  The Company  will not at any time,  except upon
dissolution,  liquidation or winding up of the Company, close its stock transfer
books or Warrant  transfer  books so as to result in  preventing or delaying the
exercise or transfer of any Warrant.


9.   RESTRICTIONS ON TRANSFERABILITY

                  The Warrants and the Warrant  Stock shall not be  transferred,
hypothecated or assigned before satisfaction of the conditions specified in this
Section  9,  which  conditions  are  intended  to  ensure  compliance  with  the
provisions of the  Securities Act with respect to the Transfer of any Warrant or
any Warrant Stock. Holder, by acceptance of this Warrant,  agrees to be bound by
the provisions of this Section 9.

                  9.1.  Restrictive  Legend. (a) Except as otherwise provided in
this Section 9, each  certificate  for Warrant Stock  initially  issued upon the
exercise of this Warrant,  and each  certificate for Warrant Stock issued to any
subsequent  transferee  of any such  certificate,  shall be stamped or otherwise
imprinted with a legend in substantially the following form:

                  "The  shares  represented  by this  certificate  have not been
         registered  under  the  Securities  Act of 1933,  as  amended,  and are
         subject  to  the  conditions  specified  in  a  certain  Warrant  dated
         _____________  originally issued by ELXSI  Corporation.  No transfer of
         the shares. represented by this certificate shall be valid or effective
         until such conditions  have been fulfilled.  A copy of the form of said
         Warrant is on file with the Secretary of ELXSI Corporation.  The holder
         of this certificate,  by acceptance or this  certificate,  agrees to be
         bound by the provisions of such Warrant."

                  (b)  Except as  otherwise  provided  in this  Section  9, each
Warrant shall be stamped or otherwise  imprinted with a legend in  substantially
the following form:

                  "This Warrant and the securities represented hereby have
         not been registered under the Securities Act of 1933, as

                                     - 18 -

<PAGE>



         amended, and may not be transferred in violation of such Act,
         the rules and regulations thereunder or the provisions of this
         Warrant."

                  9.2. Notice of Proposed Transfers;  Requests for Registration.
Prior to any  Transfer or  attempted  Transfer of any  Warrants or any shares of
Restricted  Common Stock, the holder of such Warrants or Restricted Common Stock
shall give ten days' prior written  notice (a "Transfer  Notice") to the Company
of such holder's  intention to effect such  Transfer,  describing the manner and
circumstances of the proposed  Transfer,  and obtain from counsel to such holder
who  shall be  reasonably  satisfactory  to the  Company,  an  opinion  that the
proposed  Transfer  of such  Warrants  or such  Restricted  Common  Stock may be
effected  without  registration  under the Securities  Act. After receipt of the
Transfer  Notice and opinion,  the Company shall,  within five days thereof,  so
notify the holder of such  Warrants  or such  Restricted  Common  Stock and such
holder shall  thereupon be entitled to Transfer such Warrants or such Restricted
Common  Stock,  in  accordance  with the  terms  of the  Transfer  Notice.  Each
certificate,  if any,  evidencing such shares of Restricted  Common Stock issued
upon such  Transfer  shall  bear the  restrictive  legend  set forth in  Section
9.1(a),  and each Warrant issued upon such Transfer  shall bear the  restrictive
legend set forth in Section  9.1(b),  unless in the opinion of such counsel such
legend is not required in order to ensure  compliance  with the Securities  Act.
The holder of the Warrants or the Restricted  Common Stock,  as the case may be,
giving the Transfer  Notice shall not be entitled to transfer  such  Warrants or
such Restricted Common Stock until receipt of notice from the Company under this
Section 9.2.

                  The  holders of Series A Warrants  and Series A Warrant  Stock
shall  have the right to request  registration  of such  Series A Warrant  Stock
pursuant to the Registration Rights Agreement.

                  9.3.   Termination  of   Restrictions.   Notwithstanding   the
foregoing provisions of Section 9, the restrictions imposed by this Section upon
the transferability of the Warrants, the Warrant Stock and the Restricted Common
Stock (or Common  Stock  issuable  upon the  exercise of the  Warrants)  and the
legend  requirements of Section 9.1 shall terminate as to any particular Warrant
or share of Warrant Stock or Restricted  Common Stock (or Common Stock  issuable
upon the exercise of the Warrants)  (i) when and so long as such security  shall
have been  effectively  registered  under the  Securities  Act and  disposed  of
pursuant  thereto or (ii) when the  Company  shall have  received  an opinion of
counsel reasonably  satisfactory to it that such legend is not required in order
to ensure compliance with the Securities Act. Whenever the restrictions  imposed
by Section 9 shall terminate as to this Warrant,  as hereinabove  provided,  the
Holder  hereof shall be entitled to receive from the Company,  at the expense of
the

                                     - 19 -

<PAGE>



Company,  a new Warrant bearing the following legend in place of the restrictive
legend set forth hereon:

                  "THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN
         WARRANT CONTAINED IN SECTION 9 HEREOF TERMINATED ON
         ___________, 19__, AND ARE OF NO FURTHER FORCE AND EFFECT."

All Warrants issued upon  registration of transfer,  division or combination of,
or in  substitution  for,  and Warrant or Warrants  entitled to bear such legend
shall have a similar legend endorsed thereon.  Whenever the restrictions imposed
by this Section shall  terminate as to any share of Restricted  Common Stock, as
hereinabove  proved,  the holder  thereof  shall be entitled to receive from the
Company,  at the Company's expense,  a new certificate  representing such Common
Stock not bearing the restrictive legend set forth in Section 9.1(a).


10.  SUPPLYING INFORMATION

                  The Company shall  cooperate with each Holder of a Warrant and
each holder of Restricted  Common Stock in supplying such  information as may be
reasonably  necessary  for such  holder  to  complete  and file any  information
reporting forms presently or hereafter required by the Commission as a condition
to the  availability of an exemption from the Securities Act for the sale of any
Warrant or Restricted Common Stock.


11.  LOSS OR MUTILATION

                  Upon  receipt  by the  Company  from any  Holder  of  evidence
reasonably  satisfactory  to it  of  the  ownership  of  and  the  loss,  theft,
destruction or mutilation of this Warrant and indemnity reasonably  satisfactory
to it and in case of mutilation  upon  surrender and  cancellation  hereof,  the
Company  will  execute and deliver in lieu hereof a new Warrant of like tenor to
such Holder; provided, in the case of mutilation, no indemnity shall be required
if  this  Warrant  in  identifiable  form  is  surrendered  to the  Company  for
cancellation.


12.  OFFICE OF THE COMPANY

                  As long as any of the Warrants remain outstanding, the Company
shall maintain an office or agency (which may be the principal executive offices
of the Company)  where the Warrants may be presented for exercise,  registration
of transfer, division or combination as provided in this Warrant.



                                     - 20 -

<PAGE>



13.  FINANCIAL AND BUSINESS INFORMATION

                  13.1. Quarterly  Information.  If requested,  the Company will
deliver  to each  Holder,  as soon as  practicable  after the end of each of the
first three  quarters of the Company's  fiscal year,  and in any event within 60
days  thereafter,  one copy of an unaudited  consolidated  balance  sheet of the
Company and its  subsidiaries  as at the close of such quarter,  and the related
unaudited consolidated statements of income and changes in financial position of
the Company for such quarter and, in the case of the second and third  quarters,
for the portion of the fiscal year ending with such  quarter,  setting  forth in
each case in comparative form the figures for the  corresponding  periods in the
previous fiscal year. Such financial statements shall be prepared by the Company
in accordance  with GAAP and accompanied by the  certification  of the Company's
chief  executive   officer  or  chief  financial  officer  that  such  financial
statements  are  complete  and  correct  and  present  fairly  the  consolidated
financial  position,  results of operations and changes in financial position of
the  Company  and its  subsidiaries  as at the end of such  quarter and for such
year-to-date period, as the case may be.

                  13.2.  Annual Information.  If requested, the Company
will deliver to each Holder as soon as practicable after the end of
each fiscal year of the Company, and in any event within 90 days
thereafter, one copy of:

                  (i) an audited consolidated balance sheet of the Company
         and its subsidiaries as at the end of such year, and

                  (ii)  audited  consolidated  statements  of  income,  retained
         earnings  and  changes in  financial  position  of the  Company and its
         subsidiaries for such year;

setting forth in each case in comparative form the figures for the corresponding
periods in the previous  fiscal year, all prepared in accordance  with GAAP, and
which  audited  financial  statements  shall be  accompanied  by (i) an  opinion
thereon of the independent  certified public  accountants  regularly retained by
the Company,  or any other firm of independent  certified public  accountants of
recognized  national standing selected by the Company and reasonably  acceptable
to the Majority Holders, and (ii) a report of such independent  certified public
accountants  confirming  any  adjustment  made pursuant to Section 4 during such
year.

                  13.3. Filings. The Company will file on or before the required
date all regular or periodic  reports  (pursuant to the  Exchange  Act) with the
Commission  and  will  deliver  to each  Holder  promptly  upon  their  becoming
available one copy of each report, notice or proxy statement sent by the Company
to its stockholders generally,  and of each regular or periodic report (pursuant
to the Exchange Act) and any registration statement, prospectus or written

                                     - 21 -

<PAGE>



communication  filed  by the  Company  with  (i)  the  Commission  or  (ii)  any
securities exchange on which shares of Common Stock are listed.


14.  REPURCHASE BY THE COMPANY OF WARRANT

                  14.1.  Obligation  to Repurchase  Warrant.  (a) If at any time
prior to the  Expiration  Date any Holder shall be unable to exercise all or any
portion of the Warrants without  significant  delay in accordance with the terms
hereof,  as a  consequence  of  any  restriction  imposed  by  any  governmental
authority under the Hart- Scott-Rodino Antitrust Improvements Act of 1976 or any
other  United  States  antitrust  law,  or the rights  incident to the shares of
Common Stock  issuable on exercise of this Warrant  would be on exercise of this
Warrant,  in  whole or in  part,  in any way  impaired,  modified  or  otherwise
limited,  including,  without limitation, any limitation on the voting rights of
such shares,  as a result of any such  restriction  imposed by any  governmental
authority, or under any applicable United States antitrust law and the Holder is
unable to sell this Warrant on terms reasonably acceptable to such Holder to any
third  party who would not be  subject  to such  restriction  or law,  then upon
written  notice from any such Holder,  the Company  shall  repurchase  from such
Holder all or the portion of this  Warrant  designated  in such  notice,  all in
accordance with the provisions of this Section 14.1, for an amount determined by
multiplying  (i) the number of shares of Common Stock subject to this Warrant or
portion  thereof being  repurchased by (ii) the  difference  between the Current
Market  Price per share of Common  Stock as of the date of such  notice  and the
Current  Warrant  Price per share of Common Stock as of the date of such notice;
provided,  however,  that the Company  shall have the right,  upon delivery of a
written  notice (the  "Deferral  Notice") to the Holder within 15 days following
its receipt of the  repurchase  notice,  to satisfy its  obligations  under this
Section 14.1 to repurchase  this Warrant or a portion  thereof by effecting,  at
the Company's expense,  within 90 days after the date of the Deferral Notice, an
underwritten  public offering on a firm commitment basis of the shares of Common
Stock  subject to the Warrant  requested  to be  repurchased,  the net  proceeds
(after  underwriting  discounts and commissions) of which shall not be less than
the amount required for such  repurchase,  in which event such repurchase of the
Warrant  shall  be  deferred  and such  underlying  Common  Stock  shall be sold
pursuant to such public offering.  Nothing herein shall preclude the exercise by
Holder of any  portion  of this  Warrant  exercisable  at any time prior to such
repurchase.

                  (b) Notwithstanding the provisions of Section 14.1(a),  if, at
any time  during the  period  between  the date on which any  Holder  shall have
exercised its rights under  Section 14.1 to cause the Company to repurchase  all
or a  portion  of such  Holder's  Warrant  and,  on or prior to the date of such
repurchase,  the  Company  shall  consolidate  or  merge  with,  or sell  all or
substantially all of its

                                     - 22 -

<PAGE>



property  and  assets  to,  any  Person  and  the   consideration   received  by
stockholders in connection with such merger, consolidation or sale shall consist
solely of cash,  then,  such Holder shall (whether or not such Holder shall have
previously  surrendered  such  Holder's  Warrant for  repurchase  by the Company
pursuant  to this  Section  14) be  entitled  to  receive,  on the  date of such
repurchase,  the higher of (i) the amount  payable to such Holder as  determined
pursuant to Section  14.1(a) and (ii) an amount equal to the amount of cash such
Holder  would have  received  upon such  consolidation,  merger or sale had such
Holder's Warrant (or the portion thereof being repurchased) been fully exercised
immediately  prior thereto less the purchase  price payable at such time for the
purchase of the shares of Common Stock then subject to such Holder's Warrant (or
the portion  thereof  being  repurchased)  and, if such  consideration  does not
consist solely of cash, then this Warrant shall become exercisable immediately.

                  14.2.  Determination  and Payment of Repurchase Price. (a) The
purchase price for any repurchase  pursuant to this Section 14 (the  "Repurchase
Price") shall be determined  within 90 days of the date of the repurchase notice
received or given by the Company  pursuant to Section 14.1, and shall be payable
in cash  within  20  days  following  the  date  of  such  determination  of the
Repurchase  Price.  On the date of any  repurchase of Warrants  pursuant to this
Section 14, each Holder  shall assign to the Company  such  Holder's  Warrant or
portion   thereof  being   repurchased,   as  the  case  may  be,   without  any
representation  or warranty,  by the surrender of such  Holder's  Warrant at the
principal  office of the Company  referred  to in Section  2.1  against  payment
therefor  of the  Repurchase  Price by, at the  option of such  Holder  (i) wire
transfer to an account in a bank located in the United States designated by such
Holder for such  purpose or (ii) a certified  or official  bank check drawn on a
member of the New York Clearing  House  payable to the order of such Holder.  If
less than all of any Holder's Warrant is being  repurchased,  the Company shall,
pursuant to Section 3, cancel such Warrant and issue in the name of, and deliver
to, such Holder a new Warrant for the portion not being repurchased.

                  (b) Any repurchase by the Company of all or any portion of the
Warrant  pursuant to Section 14.1 which is delayed by the failure of the Company
to determine the  Repurchase  Price within the time periods  required in Section
14.2(a)  shall be  commenced  within  10 days  after  the  determination  of the
Repurchase Price.

                  (c) In the  event  that the  determination  of the  Repurchase
Price  requires an opinion from an investment  banking firm or accounting  firm,
all costs and fees associated therewith shall be paid by the Company.



                                     - 23 -

<PAGE>



15.  APPRAISAL

                  The  determination  of the Appraised Value per share of Common
Stock  shall be made by an  investment  banking  firm of  nationally  recognized
standing selected by the Company and acceptable to the Majority Holders.  If the
investment  banking  firm  selected  by the  Company  is not  acceptable  to the
Majority  Holders and the Company and the  Majority  Holders  cannot  agree on a
mutually  acceptable  investment banking firm, then the Majority Holders and the
Company shall each choose one such  investment  banking firm and the  respective
chosen firms shall agree on another investment banking firm which shall make the
determination.  The Company  shall  retain,  at its sole cost,  such  investment
banking  firm as may be  necessary  for the  determination  of  Appraised  Value
required by the terms of this Warrant.


16.  LIMITATION OF LIABILITY

                  No provision hereof,  in the absence of affirmative  action by
Holder to purchase  shares of Common  Stock,  and no  enumeration  herein of the
rights or privileges of Holder hereof,  shall give rise to any liability of such
Holder for the  purchase  price of any Common Stock or as a  stockholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.


17.  MISCELLANEOUS

                  17.1.  Nonwaiver  and  Expenses.  No course of  dealing or any
delay or failure to exercise  any right  hereunder  on the part of Holder  shall
operate as a waiver of such right or otherwise prejudice Holder's rights, powers
or remedies.  If the Company fails to make, when due, any payments  provided for
hereunder,  the Company  shall pay to Holder such amounts as shall be sufficient
to cover  any costs and  expenses  including,  but not  limited  to,  reasonable
attorneys' fees, including those of appellate proceedings, incurred by Holder in
collecting any amounts due pursuant hereto or in otherwise  enforcing any of its
rights, powers or remedies hereunder.

                  17.2. Notice Generally. Any notice, demand, request,  consent,
approval,  declaration,  delivery or other  communication  hereunder  to be made
pursuant to the provisions of this Warrant shall be  sufficiently  given or made
if in writing and either  delivered in person with receipt  acknowledged or sent
by registered or certified  mail,  return receipt  requested,  postage  prepaid,
addressed as follows:


                                                     - 24 -

<PAGE>



                  (a) If to any Holder or holder of Warrant  Stock,  at its last
         known address appearing on the books of the Company maintained for such
         purpose.

                  (b)  If to the Company at

                           ELXSI Corporation
                           4209 Vineland Road, Suite J-1,
                           Orlando, Florida  32811


or at such  other  address  as may be  substituted  by  notice  given as  herein
provided.  The giving of any notice required  hereunder may be waived in writing
by the party  entitled to receive such notice.  Every notice,  demand,  request,
consent, approval, declaration,  delivery or other communication hereunder shall
be  deemed to have  been  duly  given or served on the date on which  personally
delivered, with receipt acknowledged,  or three (3) Business Days after the same
shall have been deposited in the United States mail.

                  17.3. Remedies. Each holder of this Warrant and Warrant Stock,
in addition to being entitled to exercise all rights  granted by law,  including
recovery of damages,  will be  entitled  to specific  performance  of its rights
under Section 9 of this Warrant.  The Company agrees that monetary damages would
not be adequate  compensation  for any loss incurred by reason of a breach by it
of the  provisions  of Section 9 of this Warrant and hereby  agrees to waive the
defense  in any action for  specific  performance  that a remedy at law would be
adequate.

                  17.4.  Successors  and Assigns.  Subject to the  provisions of
Sections 3.1 and 9, this Warrant and the rights  evidenced hereby shall inure to
the  benefit  of and be  binding  upon the  successors  of the  Company  and the
successors and assigns of Holder. The provisions of this Warrant are intended to
be for the benefit of all Holders from time to time of this  Warrant,  and shall
be enforceable by any such Holder.

                  17.5.  Amendment.  This Warrant and all other  Warrants may be
modified or amended or the provisions  hereof waived with the written consent of
the Company  and the  Majority  Holders,  provided  that no such  Warrant may be
modified  or amended  to reduce  the number of shares of Common  Stock for which
such Warrant is exercisable or to increase the price at which such shares may be
purchased upon exercise of such Warrant  (before giving effect to any adjustment
as provided therein) without the prior written consent of the Holder thereof.

                  17.6.  Severability.  Wherever possible, each provision
of this Warrant shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of
this Warrant shall be prohibited by or invalid under applicable

                                     - 25 -

<PAGE>



law, such provision  shall be  ineffective to the extent of such  prohibition or
invalidity,  without  invalidating  the  remainder  of  such  provision  or  the
remaining provisions of this Warrant.

                  17.7.  Headings.  The headings used in this Warrant are
for the convenience of reference only and shall not, for any
purpose, be deemed a part of this Warrant.

                  17.8.  Governing Law.  This Warrant shall be governed by
the laws of the State of New York, without regard to the provisions
thereof relating to conflict of laws.

                  IN WITNESS WHEREOF,  the Company has caused this Warrant to be
duly executed and its corporate seal to be impressed  hereon and attested by its
Secretary or an Assistant Secretary.

Dated:  August 1, 1995

                                            ELXSI CORPORATION



                                            By:_______________________________
                                               Name:
                                               Title:

Attest:



By:______________________________
   Name:
   Title:

                                     - 26 -

<PAGE>



                                    EXHIBIT A

                                SUBSCRIPTION FORM

                 [To be executed only upon exercise of Warrant]

                  The undersigned  registered owner of this Warrant  irrevocably
exercises this Warrant for the purchase of __________  Shares of Common Stock of
ELXSI Corporation,  a Delaware  corporation (the "Company"),  and herewith makes
payment  therefor  by tender of [cash]  [indebtedness  of the  Company]  [equity
securities of the Company]  [one or more  warrants of the  Company],  all at the
price and on the terms and  conditions  specified  in this  Warrant and requests
that  certificates  for the shares of Common  Stock  hereby  purchased  (and any
securities or other property  issuable upon such exercise) be issued in the name
of and  delivered to whose  address is and, if such shares of Common Stock shall
not  include  all of the shares of Common  Stock  issuable  as  provided in this
Warrant, that a new Warrant of like tenor and date for the balance of the shares
of Common Stock issuable hereunder be delivered to the undersigned.



                                _______________________________________________
                                (Name of Registered Owner)


                                _______________________________________________
                                (Signature of Registered Owner)


                                _______________________________________________
                                (Street Address)


                                _______________________________________________
                                (City)             (State)           (Zip Code)


NOTICE:           The signature on this  subscription  must  correspond with the
                  name as written  upon the face of the within  Warrant in every
                  particular,  without  alteration or  enlargement or any change
                  whatsoever.



                                     - 27 -

<PAGE>


                                    EXHIBIT B

                                 ASSIGNMENT FORM


                  FOR VALUE RECEIVED the  undersigned  registered  owner of this
Warrant hereby sells, assigns and transfers unto the Assignee named below all of
the rights of the undersigned under this Warrant,  with respect to the number of
shares of Common Stock set forth below:

                                                             No. of Shares
Name and Address of Assignee                                 of Common Stock
----------------------------                                 ---------------








and   does   hereby   irrevocably    constitute   and   appoint   ______________
attorney-in-fact  to register  such  transfer on the books of ELXSI  Corporation
maintained for the purpose, with full power of substitution in the premises.


Dated:________________________         Print Name:_________________________


                                       Signature:__________________________


                                       Witness:____________________________

NOTICE:  The signature on this assignment must correspond with the name
         as  written  upon  the  face of the  within  Warrant  in every
         particular,  without  alteration or  enlargement or any change
         whatsoever.



                                     - 28 -

<PAGE>