Exhibit 4.16

                               FOURTH AMENDMENT TO
                AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

         THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT is dated as of March 31, 2003 (this "Fourth Amendment") by and among
BANK OF AMERICA, N.A., as successor by merger to Bank of America Illinois
("Lender"), ELXSI, a California corporation ("ELXSI"), BICKFORD'S HOLDINGS
COMPANY, INC., a Delaware corporation ("Holdings"), and BICKFORD'S FAMILY
RESTAURANTS, INC., a Delaware corporation ("Bickford's" and collectively with
ELXSI and Holdings, "Borrower").

                                   WITNESSETH:
                                   -----------

         WHEREAS, Borrower and Lender entered into that certain Amended and
Restated Loan and Security Agreement dated as of April 22, 2002, as amended by
that certain First Amendment to Amended and Restated Loan and Security Agreement
dated as of August 5, 2002, that certain Second Amendment to Amended and
Restated Loan and Security Agreement dated as of December 30, 2002, and that
certain Third Amendment to Amended and Restated Loan and Security Agreement
dated as of January 31, 2003 (as amended, restated, supplemented or otherwise
modified through the date hereof, the "Loan Agreement"); and

         WHEREAS, Borrower has requested that the Lender consent to certain
other amendments of the Loan Agreement, as more fully set forth herein.

         NOW THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:


         SECTION 1.        Defined Terms. Unless otherwise defined herein, all
capitalized terms used herein have the meanings assigned to such terms in the
Loan Agreement, as amended hereby.

         SECTION 2.        Amendments. Upon the Fourth Amendment Effective Date
(as hereinafter defined), the Loan Agreement shall be amended as follows:

                  a.   Supplement A to the Loan Agreement is hereby amended by
                  deleting it in its entirety and replacing it with the
                  Supplement A attached to this Fourth Amendment.

                  b.   Section 5.13 of the Loan Agreement shall be amended by
                  adding after the term "(5) preferred stock", the following, ",
                  except after the later of: (A) February 1, 2004 or (B) the
                  date on which the Term Loan, Additional Term Loan and
                  Revolving Loans are indefeasibly paid in full in cash and all
                  commitments under the Loan Documents terminated,".

         SECTION 3.        Representations and Warranties of the Borrower. The
Borrower represents and warrants to the Lender:

                  a.   the representations and warranties contained in the Loan
                  Agreement (as amended hereby) and the other Related Agreements
                  and Supplemental Documentation are true and correct in all
                  material respects at and as of the date hereof as though made
                  on and as of the date hereof, except (i) to the extent
                  specifically made with regard to a particular date and (ii)
                  with respect to the Shine Writ of Attachment and the Shine
                  Lawsuit; and (iii) for such changes as are a result of any act
                  or omission specifically permitted under the Loan Agreement
                  (or under any Related Agreement), or as otherwise specifically
                  permitted by the Lender;

                  b.   on the Fourth Amendment Effective Date (as hereinafter
                  defined), after giving effect to this Fourth Amendment and
                  that certain correspondence dated March 20, 2003 from Lender
                  to Borrowers with respect to a Waiver under Loan and Security
                  Agreement, no Unmatured Event of Default or Event of Default
                  will have occurred and be continuing;

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                  c.   the execution, delivery and performance of this Fourth
                  Amendment has been duly authorized by all necessary action on
                  the part of, and duly executed and delivered by the Borrower,
                  and this Fourth Amendment is a legal, valid and binding
                  obligation of the Borrower enforceable against the Borrower in
                  accordance with its terms, except as the enforcement thereof
                  may be subject to the effect of any applicable bankruptcy,
                  insolvency, reorganization, moratorium, or similar laws
                  affecting creditors' rights generally and general principles
                  of equity (regardless of whether such enforcement is sought in
                  a proceeding in equity or at law); and

                  d.   the execution, delivery and performance of this Fourth
                  Amendment does not conflict with or result in a breach by the
                  Borrower of any term of any material contract, loan agreement,
                  indenture or other agreement or instrument to which the
                  Borrower is a party or is subject.

         SECTION 4.        Conditions Precedent to Effectiveness of Fourth
Amendment. This Fourth Amendment shall become effective (the "Fourth Amendment
Effective Date") upon completion of each of the following in form and substance
satisfactory to Lender: (a) execution and delivery of this Fourth Amendment by
Lender, Borrowers and Parent; and (b) delivery by Borrower of such other
documents as the Lender may reasonably request.

         SECTION 5.        Breach of this Fourth Amendment. Default in the
performance by any Borrower of any of Borrower's agreements set forth herein and
continuance of such default for three (3) Business Days after notice thereof to
Borrower from Lender shall constitute an Event of Default under the Loan
Agreement.

         SECTION 6.        Execution in Counterparts. This Fourth Amendment may
be executed in counterparts, each of which when so executed and delivered shall
be deemed to be an original and all of which taken together shall constitute but
one and the same instrument.

         SECTION 7.        Costs and Expenses. The Borrower hereby affirms its
obligation under Section 11.3 of the Loan Agreement to reimburse Lender for all
reasonable costs, internal charges and out-of-pocket expenses paid or incurred
by Lender in connection with the preparation, negotiation, execution and
delivery of this Fourth Amendment, including but not limited to the attorneys'
fees and time charges of attorneys for Lender with respect thereto.

         SECTION 8.        GOVERNING LAW. THIS FOURTH AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUCTED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF ILLINOIS, WITHOUT REGARD TO THE INTERNAL CONFLICTS OF LAWS PROVISIONS
THEREOF.

         SECTION 9.        Effect of Amendment; Reaffirmation of Loan Documents.
The parties hereto agree and acknowledge that (a) nothing contained in this
Fourth Amendment in any manner or respect limits or terminates any of the
provisions of the Loan Agreement or the other Related Agreements or Supplemental
Documentation other than as expressly set forth herein and (b) the Loan
Agreement (as amended hereby) and each of the other Related Agreements and
Supplemental Documentation remain and continue in full force and effect and are
hereby ratified and reaffirmed in all respects. Upon the effectiveness of this
Fourth Amendment, each reference in the Loan Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of similar import shall mean and be a
reference to the Loan Agreement as amended hereby.

         SECTION 10.       Headings. Section headings in this Fourth Amendment
are included herein for convenience of any reference only and shall not
constitute a part of this Fourth Amendment for any other purposes.

                            [Signature Pages Follow]

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                  IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be executed by their respective officers thereunto duly authorized
as of the date first written above.


                                      ELXSI


                                      By: /s/ DAVID DOOLITTLE
                                          --------------------------------------
                                      Name: David Doolittle
                                            ------------------------------------
                                      Title: Vice President
                                             -----------------------------------

                                      Address:   3600 Rio Vista Avenue, Suite A
                                                 Orlando, Florida  32805

                                      Attention:  President
                                      Facsimile number: 407-849-0625


                                      BICKFORD'S HOLDINGS COMPANY, INC.


                                      By: /s/ DAVID DOOLITTLE
                                          --------------------------------------
                                      Name: David Doolittle
                                            ------------------------------------
                                      Title: Vice President
                                             -----------------------------------

                                      Address:   1330 Soldier's Field Road
                                                 Boston, MA  02135

                                      Attention:  Kevin P. Lynch
                                      Facsimile number: 617-787-1620


                                      BICKFORD'S FAMILY RESTAURANTS, INC.


                                      By: /s/ DAVID DOOLITTLE
                                          --------------------------------------
                                      Name: David Doolittle
                                            ------------------------------------
                                      Title: Vice President
                                             -----------------------------------

                                      Address:   1330 Soldier's Field Road
                                                 Boston, MA  02135

                                      Attention:  Kevin P. Lynch
                                      Facsimile number: 617-787-1620

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<PAGE>

                                      BANK OF AMERICA, N.A.


                                      By: /s/ MICHAEL HAMMOND
                                          --------------------------------------
                                      Name: Michael Hammond
                                            ------------------------------------
                                      Title: Senior Vice President
                                             -----------------------------------


                                      Address:   231 South LaSalle Street
                                                 Chicago, Illinois  60697

                                      Attention:  Chicago Growth Group
                                      Facsimile number: 312-974-2108

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                            CONSENT AND RATIFICATION

                           Dated as of March 31, 2003

The undersigned hereby acknowledges receipt of a copy of the foregoing Fourth
Amendment, consents to all the terms and provisions thereof, and ratifies and
confirms all the terms and provision of each Related Agreement to which it is a
party.


                                      ELXSI CORPORATION


                                      By: /s/ DAVID DOOLITTLE
                                          --------------------------------------
                                      Name: David Doolittle
                                            ------------------------------------
                                      Title: Vice President
                                             -----------------------------------

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                                  SUPPLEMENT A
                                       TO
                              AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT


                     Dated as of March 31, 2003, as amended,
                Between ELXSI, BICKFORD'S HOLDINGS COMPANY, INC.
                     BICKFORD'S FAMILY RESTAURANTS, INC. and
                              BANK OF AMERICA, N.A.

1.       Loan Agreement Reference. This Supplement A, as it may be amended or
modified from time to time, is a part of the Amended and Restated Loan and
Security Agreement, dated as of April 22, 2002, as amended by that certain First
Amendment to Amended and Restated Loan and Security Agreement dated as of August
5, 2002, that certain Second Amendment to Amended and Restated Loan and Security
Agreement dated as of December 30, 2002, that certain Third Amendment to Amended
and Restated Loan and Security Agreement dated as of January 31, 2003, and that
certain Fourth Amendment to Amended and Restated Loan and Security Agreement
dated as of March 31, 2003 between Borrower and Lender (the "Third Amendment")
(together with all amendments, restatements, supplements and other modifications
thereto, the "Loan Agreement"). Terms used and not defined herein which are
defined in the Loan Agreement shall have the meaning ascribed to them therein
unless the context requires otherwise. As used in this Supplement A,

         "EBITDA" means, as of the last day of any specified calendar month,
         Borrower's consolidated net earnings before interest expense,
         depreciation, amortization and provision for Taxes of the Borrower for
         the period from January 1, 2003 to and including the last day of such
         calendar month taking such period as one (1) accounting period. For
         purposes of this definition, (i) net earnings shall not include (x) any
         gains on the sale or other disposition of Investments (other than cash
         equivalents) or fixed assets and any extraordinary or nonrecurring
         items of income for the period to the extent that the aggregate of all
         such gains and extraordinary or nonrecurring items of income exceeds
         the aggregate of losses on such sales or other dispositions and
         extraordinary or nonrecurring charges during such period and (y) the
         aggregate amount of interest income earned after December 31, 2002 and
         included as income during such period, (ii) net earnings will be
         calculated without the effect of a reduction for fees paid by the
         Borrower to Lender as required under any amendment to the Loan
         Agreement, and (iii) interest expense shall include, without
         limitation, implicit interest expense on Capitalized Leases.
         Notwithstanding the foregoing, EBITDA shall be determined without
         giving effect to any reserve established, or increase or decrease
         thereof, for Fiscal Year 2002, or for any period thereafter.

         "Net Worth" means on the last day of any specified fiscal quarter, the
         consolidated net equity of the Borrower calculated in accordance with
         GAAP.

2.       Additional Covenants. Until all of Borrower's Liabilities are paid in
full, Borrower agrees that, unless Lender otherwise consents in writing, it
will:

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                  SECTION 2.1.  EBITDA. Maintain year-to-date EBITDA as of the
         end of each calendar month in an amount not less than the amount set
         forth below for the applicable calendar month:

                           Calendar Month Ending                        EBITDA
                           ---------------------                        ------

                           March 31, 2003                             $  178,000
                           April 30, 2003                             $  696,000
                           May 31, 2003                               $1,318,000
                           June 30, 2003                              $2,014,000
                           July 31, 2003                              $2,579,000
                           August 31, 2003                            $3,069,000
                           September 30, 2003                         $3,685,000
                           October 31, 2003                           $4,252,000
                           November 30, 2003                          $4,725,000
                           December 31, 2003                          $5,244,000

                  SECTION 2.2. Net Worth. Maintain a Net Worth as of the end of
         each fiscal quarter of Borrower not less than the amount set forth for
         the applicable quarter:

                           Fiscal Month Ending                        Net Worth
                           -------------------                        ---------

                           March 31, 2003                            $50,569,000
                           June 30, 2003                             $50,819,000
                           September 30, 2003                        $50,980,000
                           December 31, 2003                         $51,081,000

                  The Net Worth covenants provided above are calculated using a
                  deferred tax asset as of December 31, 2002 of $22,997,000. If
                  the amount of the tax deferred asset during 2003 is revised,
                  then the Net Worth covenants shall be revised to increase (in
                  the event the tax deferred asset increases) or decrease (in
                  the event the tax deferred asset decreases) in accordance with
                  the tax deferred asset revision.

                  SECTION 2.3 Capital Expenditures. Not, and not permit any
         Subsidiary to, purchase or otherwise acquire (including, without
         limitation, acquisition by way of Capitalized Lease), or commit to
         purchase or otherwise acquire, any fixed asset if, after giving effect
         to such purchase or other acquisition, (A) the aggregate capitalized
         cost of all fixed assets purchased or otherwise acquired (other than by
         means of a Capitalized Lease) by Borrower and its Subsidiaries on a
         consolidated basis plus (B) the aggregate annual payments under
         Capitalized Leases (excluding the portion thereof representing imputed
         interest) of Borrower and its Subsidiaries on a consolidated basis
         (excluding, in each of (A) and (B), any fixed asset which constitutes a
         replacement for an asset which was the subject of a casualty or
         governmental taking to the extent the purchase or other acquisition
         thereof is funded by insurance proceeds or other payments received as a
         result of such casualty or taking) would exceed $4,000,000 for Fiscal
         Year 2003 or for any Fiscal Year thereafter, on a non-cumulative basis.

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