EXHIBIT 4.6               SECOND ALLONGE AND AMENDMENT
                                       TO
                     SERIES C WARRANTS OF ELXSI CORPORATION

         THIS SECOND ALLONGE AND AMENDMENT (this  "instrument")  to the Series C
Warrant to Purchase Common Stock of ELXSI  Corporation,  a Delaware  corporation
(the "Company"),  described  hereinbelow (as amended by that certain Allonge and
Amendment dated  _________,  1997 (the "First  Allonge") (the "Subject  Warrants
Agreement"; and the warrants evidenced thereby, the "Subject Warrants") is being
executed by the Company and the  current  holder (the  "Holder")  of the Subject
Warrants,  with the intention and  understanding  that:  (1) the  amendments set
forth herein shall be binding upon the Company,  the Holder and their respective
successors and assigns (including, without limitation, subsequent holders of the
Subject Warrants); and (2) this instrument shall be attached to, and form a part
of, the Subject Warrants  Agreement or, in lieu thereof,  that the amendments of
the  Subject  Warrants  provided  for herein  shall be  incorporated  in any new
Subject  Warrants  Agreement that may be issued at a future date (including upon
any transfer of the Subject Warrants).

         FOR GOOD AND VALUABLE  CONSIDERATION,  the receipt and  sufficiency  of
which are hereby acknowledged by the parties hereto, and intending to be legally
bound, it is hereby agreed as follows:

         7.  INCREASE  IN OF  EXERCISE  PRICE.  WITH THE  INTENTION  OF  FURTHER
INCREASING  (BEYOND THAT  PROVIDED IN THE FIRST  ALLONGE)  THE CURRENT  EXERCISE
PRICE OF THE SUBJECT WARRANTS TO $6.278 PER SHARE, THE SUBJECT WARRANT AGREEMENT
IS HEREBY  AMENDED BY: (A)  DELETING  THE  "$4.36"  BOTH TIMES IT APPEARS IN THE
INITIAL  PARAGRAPH  THEREOF  (DISREGARDING FOR THIS PURPOSE THE "$5.23" INSERTED
THEREIN  PURSUANT TO THE FIRST  ALLONGE);  AND (B)  INSERTING,  IN LIEU THEREOF,
"$6.278".

         8.  EXTENSION OF EXPIRATION  DATE.  WITH THE INTENTION OF EXTENDING THE
EXPIRATION  DATE OF THE  SUBJECT  WARRANTS  BY A FURTHER  TWO YEARS  (BEYOND THE
EXPIRATION  PROVIDED IN THE FIRST  ALLONGE),  THE SUBJECT  WARRANT  AGREEMENT IS
HEREBY  AMENDED BY: (A)  DELETING THE "JANUARY 31, 1997" WHERE IT APPEARS IN THE
DEFINITION  OF  "EXPIRATION  DATE"  THEREIN  (DISREGARDING  FOR THIS PURPOSE THE
"JANUARY 31, 1999"  INSERTED  THEREIN  PURSUANT TO THE FIRST  ALLONGE);  AND (B)
INSERTING, IN LIEU THEREOF, THE "JANUARY 31, 2001".

         9.  MISCELLANEOUS.  EXCEPT AS  EXPRESSLY  AMENDED  HEREBY,  THE SUBJECT
WARRANTS  AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THE
TERMS THEREOF; PROVIDED THAT THE FIRST ALLONGE IS SUPERSEDED HEREBY AND SHALL NO
LONGER BE OF ANY FORCE OR EFFECT.  THIS INSTRUMENT SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK,  WITHOUT REGARD TO THE PROVISIONS  THEREOF RELATING TO
CONFLICT OF LAWS.

Dated: January ___, 1999                    SUBJECT WARRANTS:
                                            ----------------
                                            Cert. No.:    C-3   
                                            Dated:        8/1/95
                                            No. Warrants: 68,762

AGREED AND ACCEPTED:

THE COMPANY:                           THE HOLDER:
------------                           -----------
ELXSI CORPORATION                           ELIOT KIRKLAND L.L.C.

By:                                         By:
    ---------------------------                 ------------------------------
     Name:                                       Name:
     Title:                                      Title: